Common use of Employee Benefit Arrangements Clause in Contracts

Employee Benefit Arrangements. Parent shall cause the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (to the extent such service was recognized by the Company or any of its Subsidiaries for similar purposes under comparable plans before the Effective Time).

Employee Benefit Arrangements. Parent shall cause Following the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Fourth Effective Time, to continue to provide to the employees of the Company Surviving Companies and their Subsidiaries who remain employed after the Fourth Effective Time (the “Selling Companies Employees”) will be entitled to participate in either (a) the Employee Benefit Plans (other than equity-based plans) on the same terms, or terms which in the aggregate provide substantially comparable benefits, as those in effect immediately prior to the First Effective Time, (b) the employee benefit plans of Parent and its Subsidiaries who are employed by on the Surviving Corporation same terms as similarly-situated employees of Parent and its Subsidiaries or (excluding employees covered by collective bargaining agreementsc) broad-based a combination of (a) and (b), and in each case in the discretion of Parent, and Parent may terminate any of the Employee Benefit Plans or merge any of the Employee Benefit Plans with Parent’s employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth aboveParent deems appropriate. Subject to the requirements of applicable Law and unless such recognition of service would result in a duplication of benefits, Parent shall, and shall cause the Surviving Companies to, treat, and cause the applicable benefit plans to treat, the service of Selling Companies Employees with the Selling Companies or their Subsidiaries attributable to any period before the First Effective Time as service rendered to Parent or the Surviving Companies for all purposes, including but not limited to, eligibility to participate, vesting and for other appropriate benefit accruals, including, but not limited to, applicability of any minimum waiting periods for participation, excluding for these purposes benefit accrued under any defined benefit plan. Without limiting the foregoing, nothing in this Section Parent shall be deemed to limit or otherwise affect the right of not, and shall cause the Surviving Corporation to terminate employment or change the place of workCompanies not to, responsibilities, status or designation of treat any Selling Companies Employee as a “new” employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting any exclusions under Employee Arrangements (including without limitation plans any health or programs similar plan of Parent and its affiliates after or the Effective Time)Surviving Companies for a pre-existing medical condition, and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (except to the extent such service was recognized by the exclusions were applicable under a Plan of a Selling Company or any of its Subsidiaries for similar purposes under comparable plans immediately before the First Effective Time).

Employee Benefit Arrangements. Parent shall cause the Company to honor all accrued obligations (a) (i) Effective as of the Separation Date, or other later date hereof under that the employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule Corporation and the Developments Schedule in accordance with LLC mutually agree upon, the terms Corporation shall adopt, and conditions of such arrangements. In additionshall maintain until June 30, from 2005, health and after welfare Plans (excluding the Closing until Corporation 401(k) Plan and the first anniversary 2004 Omnibus Incentive Compensation Plan) that, to the extent administratively and financially practicable, are substantially the same as the corresponding health and welfare Plans of the Closing, subject LLC as in effect immediately prior to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or terminationSeparation Date. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that Separation Date, all DWA Employees shall cease to be active participants in any Plan maintained by the Surviving Corporation may alterLLC or an Affiliate thereof, amend, modify and/or terminate specific benefit plans and/or arrangements (including and no DWA Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed entitled to limit any additional accruals or otherwise affect any additional coverage under any Plan maintained by the right of LLC or an Affiliate thereof. Without limiting the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation generality of any employee express or group implied assumption of employees as Liabilities by the Surviving Corporation, the Corporation may determine in shall be solely responsible for and shall assume sole and exclusive liability and receive the exercise assets, if any, related to such liabilities for (A) the payment of its business judgment and in compliance any termination or severance payments with applicable laws. Solely for purposes of eligibility and vesting under respect to any DWA Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and except to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors paid prior to the Separation Date; (B) the provision of any post-retirement health, dental, life insurance, or other welfare benefits to any DWA Employee except to the extent paid prior to the Separation Date; and (C) any claims made or incurred by the DWA Employees and their beneficiaries on or subsequent to the Separation Date under any Plan maintained or sponsored by the Corporation. For purposes of the immediately preceding sentence, a claim will be deemed incurred, in the case of hospital, medical or dental benefits, when the services that are the subject of the claim are performed and, in the case of other benefits (such as disability or life insurance), when an event has occurred that entitles the employee to the benefit. As of or prior to the Separation Date, the Corporation shall establish or cause to be established the Corporation FSA Plan. Effective Time as of the Separation Date, each DWA Employee shall cease to be an active participant in the LLC FSA Plan. The Corporation FSA Plan shall take into account the DWA Employees’ salary reduction elections under the LLC FSA Plan as in effect immediately prior to the Separation Date for the remainder of the plan year in which the Separation Date occurs and as if made under the Corporation FSA Plan. As soon as administratively practicable following the Separation Date, the LLC shall cause an amount equal to any and all contributions that have been made by the DWA Employees to the LLC FSA Plan and that have not been reimbursed, or are not payable in connection with reimbursement claims submitted prior to the Separation Date, for eligible reimbursable medical expenses incurred by the DWA Employees prior to the Separation Date to be transferred to the Corporation or its designated vendor, which shall be the vendor in respect of the LLC FSA Plan immediately prior to the Separation Date. Such transferred amounts shall be treated as service with Parent and its affiliates (contributions by the DWA Employees under the Corporation FSA Plan. Eligible medical expenses incurred by the DWA Employees on or after the Separation Date, or incurred by the DWA Employees prior to the extent such service was recognized Separation Date but submitted for reimbursement on or after the Separation Date, shall be subject to reimbursement solely and exclusively under the Corporation FSA Plan and any related liabilities shall be assumed entirely by the Company Corporation. Effective as of the Separation Date, or any of its Subsidiaries for similar purposes under comparable plans before other later date that applies to the Effective Time)particular Corporation Plan established thereafter, the Corporation Plans shall be, with respect to the DWA Employees, in all respects the successors in interest to, and shall not provide benefits that duplicate benefits provided by, the corresponding LLC Plans. The LLC and the Corporation shall agree on methods and procedures, including amending the respective Plan documents, to prevent DWA Employees from receiving duplicate benefits from the LLC Plans and the Corporation Plans.

Employee Benefit Arrangements. Parent shall cause the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements"a) to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In addition, from and after After the Closing until the first anniversary of the ClosingDate, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to all employees of the Company and its the Company's Subsidiaries ("Company Employees") who are employed by Parent, including the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based REIT, shall, at the option of Parent, either continue to be eligible to participate in an "employee benefit plans and plan", as defined in Section 3(3) of ERISA (an "Employee Arrangements Benefit Plan"), of the Company which are is, at the option of Parent, continued by Parent, or alternatively shall be eligible to participate in the aggregate no less favorable than those provided to such same manner as other similarly situated employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and or its affiliates Subsidiaries in a similar Employee Benefit Plan sponsored or maintained by Parent or in which employees of Parent or its Subsidiaries participate after the Effective Time)Closing Date. With respect to each such Employee Benefit Plan of Parent, and to the extent permitted by law, all service with the Company or any of its Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to benefits under such Employee Benefit Plan. Parent shall, or their predecessors shall cause its Subsidiaries, as the case may be, to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all Company Employees under any comparable welfare plan that such Company Employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company for such employees immediately prior to the Effective Time shall be treated as service Closing Date, and (ii) provide each such Company Employee with Parent credit for any co-payments and its affiliates (deductibles paid prior to the extent Closing Date for the plan year within which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such service was recognized by employees are eligible to participate in after the Company or any of its Subsidiaries for similar purposes under comparable plans before the Effective Time)Closing Date.

Employee Benefit Arrangements. Parent shall cause the ----------------------------- Company to honor all 0 accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangementsarrangement. In addition, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, . responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (to the extent such service was recognized by the Company or any of its Subsidiaries for similar purposes under comparable plans before the Effective Time).

Employee Benefit Arrangements. Parent shall cause the Company to honor all accrued obligations as and Purchaser have agreed that each employee of the date hereof under the employee arrangements (the "Employee Arrangements") to which the Company Company, or any of its Subsidiaries is presently a party which are listed in subsidiaries, immediately prior to the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary Effective Time will become an employee of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices surviving corporation as of the Effective Time ("Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Employees"). Purchaser will provide to Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company Employees for a period of one year following after the Effective TimeTime compensation, employee welfare benefits, tax-qualified retirement benefits and other employee and fringe benefits that are, in the aggregate, of at least equal value to continue those in effect for such Company Employees at the date of the Merger Agreement. Purchaser will waive any pre-existing condition clause or waiting period requirement in welfare benefit plans or programs (except to provide to employees the extent such condition or waiting period in comparable plans of the Company and its Subsidiaries who are employed by would apply to a participant or beneficiary after the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as closing of the date hereof provided that it is understood that Merger if such plans continued after the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right closing of the Surviving Corporation to terminate employment or change Merger) and give credit for deductible amounts and co-payments paid by Company Employees during the place of workdeductible year in which the Merger Agreement was executed. Purchaser will grant each Company Employee credit under its tax-qualified retirement plans, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs but not for purposes of Parent and its affiliates after the Effective Timebenefit accrual), and to the extent permitted by law, all for Company Employee's service with the Company and its affiliates prior to the Effective Time. Notwithstanding anything in the Merger Agreement to the contrary, Parent will cause the surviving corporation to honor and assume the written employment agreements, severance agreements, indemnification agreements with then existing directors and officers of the Company, incentive arrangements and other agreements disclosed to Parent, all as in effect on the date of the Merger Agreement. The provisions described in this paragraph are not intended to create any enforceable rights by current or any former employees, officers and directors of its Subsidiaries the Company and their respective heirs and legal representatives. Conditions to the Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Parent, Purchaser and the Company to consummate the Merger are subject to the satisfaction or their predecessors waiver, where permissible, on or prior to the Effective Time of the following conditions: (a) Purchaser shall have made, or caused to be treated as service with Parent made, the Offer and its affiliates (shall have accepted for payment and paid for Shares in an amount necessary to satisfy the Minimum Tender Condition and otherwise pursuant to the extent such service was recognized Offer; (b) the Merger and the Merger Agreement shall have been approved and adopted by the Company requisite vote of the stockholders of the Company, if required by the DGCL; and (c) no statute, rule, regulation, judgment, writ, decree, order or injunction shall have been promulgated, enacted, entered or enforced, and no other action shall have been taken, by any federal, state or local government or any court, administrative or regulatory agency or commission or other governmental authority or agency, domestic or foreign (a "Governmental Entity") that in any of the foregoing cases has the effect of making illegal or directly or indirectly restraining, prohibiting or restricting the consummation of the Merger (provided that each party to the Merger Agreement has agreed to use its Subsidiaries for similar purposes under comparable plans before reasonable best efforts to have vacated or reversed, in accordance with the Effective TimeMerger Agreement, any applicable judgment, writ, decree, order or injunction).

Employee Benefit Arrangements. Parent shall cause Each Employee Benefit Arrangement complies in form with the Company requirements of all applicable laws and has at all times been maintained and operated in compliance with its terms and the requirements of all applicable laws, except for any failure to honor all accrued obligations as so comply that would not reasonably be expected to result in a material liability of any Company. Neither of the date hereof under the employee arrangements (the "Employee Arrangements") Companies has any commitment, intention or understanding to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In additioncreate, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter modify or terminate any severance Employee Benefit Arrangement. No condition or change circumstance exists that would prevent the amendment or termination of control agreements, policies any Employee Benefit Arrangement. No event has occurred and no condition or practices circumstance has existed that could result in a material increase in the benefits under or the expense of maintaining each Employee Benefit Arrangement from the level of benefits or expense incurred for the most recent fiscal year ended thereof (other than the payment or accrual of bonuses pursuant to the terms of the Company applicable Employee Benefit Arrangement). There are no actions, suits, claims or its Subsidiariesdisputes pending, including or, to the SBS Plan; provided Knowledge of the Seller, threatened, anticipated or expected to be asserted against or with respect to any Employee Benefit Arrangement (other than routine claims for benefits and appeals of denied routine claims). Full payment has been timely made of all amounts that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall Companies is required to have arisen paid under any severance Employee Benefit Arrangement, applicable law or change of control agreementsany related agreement. All such payments have been fully deducted for income tax purposes and, policies or practices to the Knowledge of the Company Seller, no such deduction has been challenged or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed disallowed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time)governmental entity, and to the extent permitted by lawKnowledge of the Seller no event has occurred and no condition or circumstance has existed that could give rise to any such challenge or disallowance. Each of the Companies has made adequate provision for reserves to meet any liabilities under the Employee Benefit Arrangements that have not been paid or satisfied because they are not yet due, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (to the extent consistent with applicable law, the provisions of the applicable Employee Benefit Arrangement documents or prior practice. Except as disclosed on Schedule 2.19(h)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any Employee Benefit Arrangement which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), "parachute payment" (as such service was recognized by term is defined in Section 280G of the Company Code), acceleration, vesting or increase in benefits to any employee or former employee or director or manager of any of its Subsidiaries the Companies. Except as disclosed on Schedule 2.19(h)(ii), no Employee Benefit Arrangement provides for similar purposes the payment of severance, termination, change in control or similar-type payments or benefits. Neither the Buyer nor any Affiliate thereof (including, after the Closing, the Companies) will have any liability under comparable plans before an Employee Benefit Arrangement listed (or required to be listed) on Schedule 2.19(h)(ii) other than the Effective Time)Assumed Benefit Plans and Arrangements. The Seller has made available to the Buyer true and complete copies of all documents in connection with each Employee Benefit Arrangement in which Employees of any of the Companies participate.

Employee Benefit Arrangements. Parent shall cause The Buyer agrees that the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which individuals who are employed by the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions subsidiaries as of such arrangements. In addition, from and after the Closing until Date (the first anniversary of the Closing“Company Employees”) shall, subject for so long as they continue to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices be full-time employees of the Company or any of its Subsidiariessubsidiaries, including be eligible to receive employee benefits that are substantially comparable to those benefits provided to the SBS Plan; provided Company Employees under the Employee Benefit Plans in effect immediately prior to the Closing Date. The Buyer will ensure that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that or programs it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject adopts with respect to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate Company Employees treat employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors subsidiaries prior to the Effective Time Closing Date the same as employment with the Buyer, the Company or any of its subsidiaries from and after the Closing Date for purposes of eligibility and vesting (including, without limitation, the satisfaction of any waiting periods under any welfare benefit plans maintained by the Buyer (the “Buyer Welfare Plans”)) and, for purposes of any vacation plan or policy it adopts with respect to the Company Employees, benefit accrual. No pre-existing condition limitations, exclusions or waiting periods applicable with respect to life and accidental death and dismemberment insurance, disability, sickness and accident and medical benefits under the Buyer Welfare Plans shall be treated as service with Parent and its affiliates (apply to Company Employees to the extent that such service was recognized limitations, exclusions or waiting periods exceed those in effect under the welfare benefit plans maintained by the Company or any of its Subsidiaries subsidiaries as of the Closing Date. The Buyer Welfare Plans in which a Company Employee participates after the Closing Date shall recognize, for similar purposes under comparable plans before of satisfying any deductible, co-pays and out-of-pocket maximums during 2006, any payment made by such Company Employee in 2006 prior to the Effective Time)Closing Date toward deductibles, co-pays and out-of-pocket maximums in any welfare plan of the Company or any of its subsidiaries. Notwithstanding the foregoing, from and after the Closing Date, the Buyer, the Company and the Company’s subsidiaries will have sole discretion over employment decisions with respect to Company Employees, will not be obligated to continue the employment of any Company Employee and will have the right to amend, modify or terminate any and all employee benefit plans, programs or arrangements in which a Company Employee participates.

Employee Benefit Arrangements. Parent shall cause (a) Immediately after the Company to honor all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which Closing Date, the Company or any of its Subsidiaries is presently a party which are listed in Company Subsidiary shall continue to employ each individual employed by the Employee Arrangements Schedule Company and the Developments Company Subsidiaries who was employed by the Company and the Company Subsidiaries immediately prior to the Effective Time and whose name is set forth on Section 6.8(a) of the Company Disclosure Schedule in accordance with (such employees, collectively, the terms and conditions of such arrangements“Business Employees”). In addition, from and Immediately after the Closing until the first anniversary Date, all Business Employees shall continue to be eligible to participate in all “employee benefit plans”, as defined in Section 3(3) of the ClosingERISA (an “Employee Benefit Plan”), subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company which are continued by Parent, or alternatively shall be eligible to participate in the same manner as other similarly situated employees of Parent or its Subsidiaries, including the SBS Plan; provided that any such action Subsidiaries in similar Employee Benefit Plan sponsored or maintained by Parent or in which employees of Parent or its Subsidiaries participate after the first anniversary Closing Date. With respect to each such Employee Benefit Plan of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreementsParent, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries and the predecessor of any of them shall be included for purposes of determining eligibility to participate and vesting (if applicable) under such Employee Benefit Plan. Parent shall, or their predecessors shall cause its Subsidiaries, as the case may be, to use its commercially reasonable efforts consistent with applicable Law to, (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all Business Employees under any comparable welfare plan that such Business Employees may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any comparable welfare plan maintained by the Company for such employees immediately prior to the Effective Time shall be treated as service Closing Date, and (ii) provide each such Business Employee with Parent credit for any co-payments and its affiliates (deductibles paid prior to the extent Closing Date for the plan year within which the Closing Date occurs in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such service was recognized by employees are eligible to participate in after the Company or any of its Subsidiaries for similar purposes under comparable plans before the Effective Time)Closing Date.

Employee Benefit Arrangements. As soon as practicable after the execution of this Agreement, Company and Parent shall cause the Company confer and work together in good faith to honor all accrued obligations as of the date hereof under the agree upon mutually acceptable employee arrangements (the "Employee Arrangements") to which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule benefit and the Developments Schedule in accordance with the terms and conditions of such compensation arrangements. In addition, from and after On the Closing until Date, Sub will make employment offers to all Company employees (other than the first anniversary of employees who have entered into the ClosingEmployment and Non-Competition Agreements, subject which agreements shall govern such Persons' employment), such employment to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the be effective upon Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or terminationand at-will. Parent shall cause the Company for a period of one year following Following the Effective Time, Parent, in its sole discretion, shall either (i) continue (or cause Company to continue continue) to provide to employees of maintain the Company and its Subsidiaries who are employed by Employee Benefit Arrangements on substantially the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are same terms in the aggregate as in effect immediately prior to the Effective Time, or (ii) arrange for each participant in the Company Employee Benefit Arrangements ("Company Participants") to participate in any similar plans of the Parent ("Parent Plans") on terms no less favorable than those provided offered to such similarly situated employees as of the date hereof provided that it is understood that the Surviving Corporation may alterParent, amend, modify and/or terminate specific benefit plans and/or arrangements or (including Employee Arrangementsiii) subject a combination of clauses (i) and (ii). Each Company Participant who continues to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (to the extent such service was recognized employed by the Company or any of its Subsidiaries subsidiaries immediately following the Effective Time shall, to the extent permitted by law and applicable tax qualification requirements, and subject to any generally applicable break in service or similar rule, receive credit for purposes of eligibility to participate and vesting under the Parent Plans for years of service with the Company or its subsidiaries. To the extent consistent with law and applicable tax qualification requirements, Parent shall cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans to be waived with respect to such Company Participants and their eligible dependents and shall provide them with credit for any co-payments and deductibles prior to the Effective Time for purposes of satisfying any applicable deductible, out-of-pocket, or similar purposes requirements under comparable plans before any Parent Plans in which they are eligible to participate immediately after the Effective Time). Notwithstanding any of the foregoing to the contrary, none of the provisions contained herein shall operate to duplicate any benefit provided to any employee of the Company or the funding of and such benefit.

Employee Benefit Arrangements. The Merger Agreement provides that except as set forth below, the Company will, and will cause its Subsidiaries to, and from and after the Effective Time, Parent shall will, and will cause the Company to honor surviving corporation to, honor, in accordance with their terms, all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which existing employment and severance agreements between the Company or any of its Subsidiaries is presently a party which are listed and any officer, director or employee of the Company or any of its Subsidiaries to the extent disclosed in the Employee Arrangements Schedule and disclosure letter to the Developments Schedule Merger Agreement, including the right of the Company to make any payment to any officer, director or employee on a date that is prior to the Effective Time pursuant to the terms of any such employment or severance agreements, as are or may be amended in accordance with the terms and conditions form of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject amendment attached as Annex A to the remaining provisions of this Section 6.06Merger Agreement. For example, the Surviving Corporation shall not amend, modify, alter or terminate at any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan time prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company will honor the rights of any officer, director or employee who, in anticipation of a change in control, terminates his employment in an "AGREEMENT TERMINATION" as such term is defined in the applicable employment and severance agreements disclosed to Parent and Purchaser as they are or may be amended in accordance with the form of amendment attached as Annex A to the Merger Agreement. The Merger Agreement also provides that the Company will take, or cause to be taken, all action necessary, as promptly as reasonably practicable, to amend any plan maintained by the Company or any of its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees eliminate, as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change signing of the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by lawMerger Agreement, all service with provisions for the purchase of Shares directly from the Company or any of its Subsidiaries or their predecessors prior securities of any Subsidiary, other than pursuant to Existing Stock Options and Equity Awards and other than the outstanding options for the purchase of cozoxx.xxx xxxmon stock granted under the cozoxx.xxx Xxx. Long Term Incentive Plan as disclosed to Parent and Purchaser. The Company shall cause the Board of Directors to exercise its authority under the CompUSA Inc. cozoxx.xxx Xxxck Option Plan to terminate such plan and all options granted thereunder. The parties to the Merger Agreement agree not to take any action to deprive any employee or director of the Company of the benefits of the consideration payable with respect to the Offer and the Merger with respect to Shares held by such person on the Acceptance Date. As of the Effective Time, Parent will, and will cause the surviving corporation to: (i) honor and satisfy all obligations and liabilities that have accrued as of the Effective Time shall be treated under the employee benefit plans that are in effect as service with Parent of the date of the Merger Agreement, and its affiliates (to ii) continue all such employee benefit plans (other than, in the extent such service was recognized by case of clauses (i) and (ii), any employee benefit plan whose termination is required as provided in the Merger Agreement or under which the value of any awards or benefit is paid in or based on the equity securities of the Company or any of its Subsidiaries for similar purposes under comparable Subsidiaries) until the first anniversary of the Effective Time in accordance with their terms and applicable law. Subject to the foregoing, the surviving corporation may amend or terminate any of the employee benefit plans described above following the first anniversary of the Effective Time in accordance with their respective terms and applicable law. Conditions to the Consummation of the Merger. Pursuant to the Merger Agreement, the respective obligations of Parent, Purchaser and the Company to consummate the Merger are subject to the satisfaction or waiver, where permissible, before the Effective Time).Time of the following conditions: (i) the agreement of merger contained in the Merger Agreement shall have been adopted by the affirmative vote of the stockholders of the Company required by applicable law, (ii) all necessary waiting periods under the HSR Act

Employee Benefit Arrangements. (a) Parent and MergerCo shall ensure that, except as set forth in Schedule 7.9(a), all persons who were employed by the Company and its Subsidiaries immediately preceding the Closing Date, including those on vacation, leave of absence or disability (the "Company Employees"), will be employed by the Company as an at-will employee immediately after the Closing Date, at not less than the same base rate of pay in effect for such employee immediately prior to the Closing Date; provided that such Company Employee executes Parent's form of Agreement Relating to Confidential Information, Intellectual Property and Additional Covenants and agrees to be bound by the Parent Code of Conduct and Corporate Policies applicable to all employees of Parent. During the period commencing on the date of this Agreement through the Closing, neither the Company nor any of its Subsidiaries shall effectuate a "mass layoff" or "plant closing" within the meaning of WARN or any similar foreign, state or local law affecting any site of employment or facility of the Company or any of its Subsidiaries. Within five (5) business days prior to the Closing, the Company shall provide Parent with a list setting forth the number of employees terminated from each site of employment of the Company and each of its Subsidiaries during the 90-day period ending on the Closing Date for reasons qualifying as an "employment loss" under WARN or any similar foreign, state or local law, and the date of each such termination. For a period of 90 days after the Closing, Parent shall not cause the Company to honor all accrued obligations effectuate a "mass layoff" as that term is defined in WARN, or comparable conduct under any applicable foreign, state or local law, affecting any facility, site of the date hereof under the employee arrangements (the "Employee Arrangements") to which employment, operating unit of the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance without complying with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees WARN or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the Effective Time, to continue to provide to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding employees covered by collective bargaining agreements) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate employment or change the place of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (to the extent such service was recognized by the Company or any of its Subsidiaries for similar purposes under comparable plans before the Effective Time)Applicable Law.

Employee Benefit Arrangements. Parent shall agrees that the Company will honor and, from and after the Effective Time, Parent will cause the Company Surviving Corporation to honor honor, all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") Benefit Arrangements to which the Company or and/or any of its Subsidiaries subsidiaries is presently a party which are listed in Section 6.05 of the Employee Arrangements Schedule and Company Disclosure Schedule. Notwithstanding the Developments Schedule in accordance with the terms and conditions of such arrangements. In additionforegoing, from and after the Closing until the first anniversary of the ClosingEffective Time, subject to the remaining provisions of this Section 6.066.05, the Surviving Corporation shall not have the right to amend, modify, alter or terminate any severance or change of control agreementsEmployee Benefit Arrangements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued rights or vested rights benefits of any employees or other beneficiaries which shall have 32 arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan thereunder prior to such amendment, modification, alteration or termination, and shall not affect any rights or benefits for which the agreement of the other party or a beneficiary is required as a condition to any such amendment, modification, alteration or termination; and provided, further, that neither Parent nor any subsidiary of Parent (including without limitation the Surviving Corporation) shall at any time take any action to amend, modify, alter or terminate the CAPCO Automotive Products Corporation Directors Unfunded Deferred Fee Plan, as in effect on the date hereof, with respect to any individual who is a participant therein as of the date hereof, without that individual's written consent. Parent shall cause Notwithstanding the Company foregoing, for a period of one year following the Effective Time, Parent shall cause the Surviving Corporation to continue to provide to individuals who are employees of the Company and/or its subsidiaries immediately prior to the Effective Time (each, a "Company Employee" and its Subsidiaries who are employed by collectively, the Surviving Corporation "Company Employees") Fringe Benefits (excluding employees covered by collective bargaining agreementsas hereinafter defined) broad-based employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof hereof; provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section sentence shall be deemed to limit or otherwise affect the right of the Surviving Corporation to terminate the employment or change the place of work, responsibilities, status or designation of any employee Company Employee or group of employees Company Employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with the terms of any applicable employment or retainer agreement to which the Company and/or any of its subsidiaries is presently a party and which is listed in Section 6.05 of the Company Disclosure Schedule, and all applicable laws. Solely for For purposes of eligibility and vesting under all Employee Benefit Arrangements (including without limitation plans or programs of Parent, the Surviving Corporation and other affiliates of Parent and its affiliates after the Effective Time), and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors subsidiaries prior to the Effective Time shall be treated as service with Parent, the Surviving Corporation and other affiliates of Parent for purposes of eligibility and its vesting thereunder, and Parent, the Surviving Corporation and the other affiliates of Parent shall cause all such Employee Benefit Arrangements (to including without limitation plans or programs of Parent, the extent such service was recognized by Surviving Corporation and the Company or any other affiliates of its Subsidiaries for similar purposes under comparable plans before Parent after the Effective Time).) in which Company Employees participate for the first time after the Effective Time (x) to waive any pre-existing condition limitations otherwise applicable after the Effective Time to any Company Employee, and (y) to provide that any expenses incurred by Company Employees (and their dependents) during the calendar year of the Effective Time shall be taken into account for purposes of satisfying applicable deductible, coinsurance and maximum out-of-pocket

Employee Benefit Arrangements. Parent shall cause Following the Company to honor all accrued obligations as Fourth Effective Time, the employees of the date hereof under Surviving Companies and their Subsidiaries who remain employed after the employee arrangements Fourth Effective Time (the "Employee ArrangementsSelling Companies Employees") will be entitled to participate in either (a) the Employee Benefit Plans (other than equity-based plans) on the same terms, or terms which the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule aggregate provide substantially comparable benefits, as those in accordance with the terms and conditions of such arrangements. In addition, from and after the Closing until the first anniversary of the Closing, subject effect immediately prior to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter or terminate any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan; provided that any such action after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreements, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following the First Effective Time, to continue to provide to employees (b) the employee benefit plans of the Company Parent and its Subsidiaries who are employed by on the Surviving Corporation same terms as similarly-situated employees of Parent and its Subsidiaries or (excluding employees covered by collective bargaining agreementsc) broad-based a combination of (a) and (b), and in each case in the discretion of Parent, and Parent may terminate any of the Employee Benefit Plans or merge any of the Employee Benefit Plans with Parent's employee benefit plans and Employee Arrangements which are in the aggregate no less favorable than those provided to such employees as of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth aboveParent deems appropriate. Subject to the requirements of applicable Law and unless such recognition of service would result in a duplication of benefits, Parent shall, and shall cause the Surviving Companies to, treat, and cause the applicable benefit plans to treat, the service of Selling Companies Employees with the Selling Companies or their Subsidiaries attributable to any period before the First Effective Time as service rendered to Parent or the Surviving Companies for all purposes, including but not limited to, eligibility to participate, vesting and for other appropriate benefit accruals, including, but not limited to, applicability of any minimum waiting periods for participation, excluding for these purposes benefit accrued under any defined benefit plan. Without limiting the foregoing, nothing in this Section Parent shall be deemed to limit or otherwise affect the right of not, and shall cause the Surviving Corporation to terminate employment or change the place of workCompanies not to, responsibilities, status or designation of treat any Selling Companies Employee as a "new" employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting any exclusions under Employee Arrangements (including without limitation plans any health or programs similar plan of Parent and its affiliates after or the Effective Time)Surviving Companies for a pre-existing medical condition, and to the extent permitted by law, all service with the Company or any of its Subsidiaries or their predecessors prior to the Effective Time shall be treated as service with Parent and its affiliates (except to the extent such service was recognized by the exclusions were applicable under a Plan of a Selling Company or any of its Subsidiaries for similar purposes under comparable plans immediately before the First Effective Time).

Employee Benefit Arrangements. The Merger Agreement provides that except as set forth below, the Company will, and will cause its Subsidiaries to, and from and after the Effective Time, Parent shall will, and will cause the Company to honor Surviving Corporation to, honor, in accordance with their terms, all accrued obligations as of the date hereof under the employee arrangements (the "Employee Arrangements") to which existing employment, severance, consulting and salary continuation agreements between the Company or any of its Subsidiaries is presently a party which are listed in the Employee Arrangements Schedule and the Developments Schedule in accordance with the terms and conditions of such arrangements. In additionany current or former officer, from and after the Closing until the first anniversary of the Closingdirector, subject to the remaining provisions of this Section 6.06, the Surviving Corporation shall not amend, modify, alter employee or terminate any severance or change of control agreements, policies or practices consultant of the Company or any of its SubsidiariesSubsidiaries to the extent specified in the disclosure letter to the Merger Agreement; provided, including however, that nothing in the SBS Merger Agreement will preclude the Parent or any of its affiliates from having the right to terminate the employment of any employee, with or without cause, or to amend or terminate in accordance with its terms and applicable law any employee benefit plan of Parent ("Parent Benefit Plan; provided that ") established, maintained or contributed to by Parent or any such action of its affiliates after the first anniversary of the Closing shall not adversely affect the accrued or vested rights of any employees or other beneficiaries which shall have arisen under any severance or change of control agreementsEffective Time. The Merger Agreement also provides that, policies or practices of the Company or its Subsidiaries, including the SBS Plan prior to such amendment, modification, alteration or termination. Parent shall cause the Company for a period of one year following after the Effective Time, Parent will either continue existing Employee Benefit Plans (including without limitation any severance plan or arrangement) and compensation practices or will provide, or cause the Surviving Corporation or its Subsidiaries to continue to provide provide, benefits to employees of the Company and its Subsidiaries who are employed by the Surviving Corporation (excluding Subsidiaries, other than employees covered by collective bargaining agreements) broad-based employee , that are no less favorable in the aggregate than the benefit plans and Employee Arrangements which are programs provided to similarly situated employees of Parent or its Subsidiaries; provided, however, that nothing in the aggregate no less favorable than those provided to such employees as Merger Agreement will preclude the Parent or any of the date hereof provided that it is understood that the Surviving Corporation may alter, amend, modify and/or terminate specific benefit plans and/or arrangements (including Employee Arrangements) subject to the aggregate limitations set forth above. Subject to the foregoing, nothing in this Section shall be deemed to limit or otherwise affect its affiliates from having the right of the Surviving Corporation to terminate employment in accordance with its terms and applicable law any Parent Benefit Plan established, maintained or change contributed to by the place Parent or any of work, responsibilities, status or designation of any employee or group of employees as the Surviving Corporation may determine in the exercise of its business judgment and in compliance with applicable laws. Solely for purposes of eligibility and vesting under Employee Arrangements (including without limitation plans or programs of Parent and its affiliates after the Effective Time). The Merger Agreement also provides that, except as specifically provided therein, Parent will, and to will cause the extent permitted Surviving Corporation to, cause service rendered by law, all service with employees of the Company or any of and its Subsidiaries or their predecessors prior to the Effective Time shall to be treated as service with Parent taken into account for vesting and eligibility under all employee benefit plans, programs, policies and arrangements of Parent, the Surviving Corporation and its affiliates (Subsidiaries, to the same extent as such service was recognized taken into account under the corresponding plans of the Company and its Subsidiaries for those purposes, provided that nothing in the Merger Agreement will result in the duplication of any benefits. Employees of the Company and its Subsidiaries will not be subject to any pre-existing condition limitation under any health plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding plan of the Company or its Subsidiaries in which they participated prior to the Effective Time. Parent will, and will cause the Surviving Corporation and its Subsidiaries, to give such employees credit under such plans for co-payments made and deductibles satisfied prior to the Effective Time. INDUSTRIAL SITE RECOVERY ACT COMPLIANCE. The Company and Parent agreed to take all necessary steps to apply for or seek to obtain prior to the Effective Time certain exemptions, waivers and agreements in connection with the New Jersey Industrial Site Recovery Act for certain properties owned or leased by the Company in New Jersey. DESIGNATED BUSINESS. Xxxxxx's proposal to acquire the Company was expressly conditioned upon, among other things, the Company divesting itself of the Designated Business prior to the consummation of any acquisition. In order to be in a position to satisfy this condition, on May 1, 2000, the Company entered into an Agreement and Plan of Merger (the "Subsidiary Agreement") providing for the disposal of the Designated Business through a merger of the Designated Business with a corporation owned by the acquiror of the Designated Business. In the Merger Agreement the Company has agreed to consummate such merger in accordance with the Subsidiary Agreement on or prior to the Acceptance Date. The Subsidiary Agreement, in turn, provides that such merger will occur concurrently with, and the Company's obligation to consummate the merger is subject to, the consummation of the Offer. Accordingly, in the event that the Offer is not consummated or the Merger Agreement is terminated for any reason, the Designated Business will not be sold and will continue to be operated by the Company. The Designated Business is not, in any event, a material subsidiary of its Subsidiaries for similar purposes under comparable plans before the Effective Time)Company.