Common use of Employees; Benefits Clause in Contracts

Employees; Benefits. (a) The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company

Employees; Benefits. (a) The Employee From and after the Effective Time, Parent shall be entitled to participate in or receive provide Company Continuing Employees with health and welfare benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers providing coverage and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: that are either (i) The Company, in order the same as provided pursuant to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan the employee health and welfare benefit plans maintained by September 30, 1998. Contributions Company as of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. date hereof or (ii) pursuant to employee health and welfare benefit plans that are no less favorable than those provided to employees of Parent in positions comparable to positions held by Company Continuing Employees. For the avoidance of doubt, nothing in the Agreement shall limit the ability of Parent or the surviving entity in the Mergers to amend or terminate any Company Employee Plan, Company Foreign Plan, or Parent employee benefit plan, program, policy, or arrangement in accordance with their terms and applicable law at any time after the Effective Time. The provisions contained in this Section 6.3(a) are included for the sole benefit of the respective parties hereto and shall be entitled to all paid legal holidays made available by the Company such holidays to includenot create any right in any other Person, including, without limitation, New Years Dayany current or former Company Associates, Memorial Dayany participant in any Company Employee Plan or Company Foreign Plan, Independence Dayor any beneficiary thereof or any right to continued employment with Parent or the surviving entity in the Mergers, Labor Daynor shall require Parent to provide, Thanksgiving Day and Christmas Daycontinue, or amend any particular employee benefits after the consummation of the Contemplated Transactions for any current or former Company Associate. (iiib) In addition With respect to such paid holidaysany Parent Plans in which Company Associates become eligible to participate after the Effective Time, each participating Company Associate’s service with Acquired Corporations (as well as service with any predecessor employer, to the extent service with the predecessor employer is recognized for purposes of the applicable Company Employee Plan or Company Foreign Plan) or any Company Affiliate shall be entitled treated as service with Parent or any of its Affiliates for all purposes, including determining eligibility to twenty (20) vacation days each calendar yearparticipate, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated level of benefits, vesting, and added to the vacation time for subsequent yearsbenefit accruals; provided, however, Employee shall that, except as expressly provided in Section 6.3(e), such service need not take vacations in excess be recognized for purposes of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee benefit accrual under any plan or arrangement presently “defined benefit plan” as defined in effect or made available in the future shall be deemed to be in lieu Section 3(35) of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any ERISA, for purposes of determination of any severance payments or benefits payable obligations, or to the Employee hereunder any extent that such recognition would result in respect a duplication of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employedbenefits. (c) In recognition With respect to any Parent Plans that are “employee welfare benefit plans” within the meaning of Section 3(1) of ERISA and in which the Company Associates become eligible to participate after the Effective Time, Parent shall use its commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any such Parent Plans, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Employee Plan or Company Foreign Plan immediately prior to the Effective Time. Parent shall use its commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each Company Associate under the Company Employee Plans and/or Company Foreign Plans during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the relevant Parent Plans in which such employees will be eligible to participate from and after the Effective Time to the extent so recognized under the relevant Company Employee Plan and/or Company Foreign Plan immediately prior to the Effective Time. (d) Unless otherwise requested by Parent in writing prior to the Effective Time of the necessity Merger, Company shall cause to be adopted prior to the Closing Date resolutions of Company’s Board of Directors to cease all contributions to any and all 401(k) plans maintained or sponsored by Company or any of its Subsidiaries (collectively, the “401(k) Plans”), and to terminate the 401(k) Plans, on the day preceding the Closing Date. Immediately prior to such termination of the use of an automobile 401(k) Plans, Company shall contribute to the efficient 401(k) plans an amount in cash necessary to fulfill Company’s contractual obligations, if any, to match contributions by participants in the 401(k) Plans accrued during the period commencing on January 1, 2010, and expeditious performance ending as of Employee's services, duties immediately prior to the Closing Date. The form and obligations to and on behalf substance of the Companyresolutions providing for the termination of the 401(k) Plans shall be subject to the review and approval of Parent, the which shall not be unreasonably withheld, conditioned or delayed. The Company shall bear deliver to Parent an executed copy of such resolutions as soon as practicable following their adoption by the expense Company’s Board of fuel Directors and maintenance shall fully comply with such resolutions. (e) Notwithstanding anything to the contrary contained in this Agreement, Parent shall provide a severance benefit equal to two weeks of base pay plus one week of base pay for every full year of service with any of the Employee's car Acquired Corporations up to a maximum of twelve weeks of base pay to each Company Continuing Employee employed in the form United States whose service with Parent or any of reimbursement of $0.31 per mile for miles driven for and documented to the CompanyAcquired Corporations is terminated without cause within ninety (90) days after the Closing Date.

Employees; Benefits. (a) The Employee Buyer shall be entitled offer employment to participate 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, but excluding those persons listed on Schedule 6.1 (the “Company Employees”), in a comparable position at not less than the same base rate of pay. Buyer shall not, at any time prior to one hundred eighty (180) days after the Closing Date, effectuate a “mass layoff” as that term is defined in the Worker Adjustment and Retraining Notification Act of 1988, as amended (“WARN”), or receive benefits comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company or its Subsidiaries without complying fully with the requirements of WARN or such applicable state law. (b) To the extent that service is relevant for purposes of eligibility, vesting, calculation of any benefit, or benefit accrual under any employee benefit plan plan, program or arrangement made available established or maintained by Buyer (other than any defined benefit pension plan) following the Closing Date for the benefit of Company Employees, such plan, program or arrangement shall credit such Company Employees for service on or prior to the Closing Date that was recognized by the Company or its Subsidiaries, as the case may be,for purposes of employee benefit plans, programs or arrangements maintained by the Company, to the extent permitted by such plans, programs or arrangements and applicable Law. In addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by Buyer following the future to its officers and key management employees, subject to and on a basis consistent with Closing Date for the terms, conditions and overall administration benefit of such plans and arrangements. Without in any way limiting the foregoingCompany Employees, such benefits plan shall include waive any pre-existing condition exclusions and provide that any covered expenses incurred on or before the following: (i) The CompanyClosing Date by any Company Employee or by a covered dependent shall be taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the Closing Date, to the extent permitted by such plan and applicable Law. To the extent that any Company Employee elects to roll over his or her accrued vacation in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions lieu of the participating employees, including Employee, may be matched by contributions receiving cash from the Company at on termination of his or her employment with the discretion Company on the date hereof, Buyer agrees to provide each such Company Employee with the same number of vacation days during calendar year 2006 following the Closing Date. Buyer agrees to assume the incentive compensation arrangements that the Company has with each Company Employee reflected on the Estimated Closing Balance Sheet and agrees to indemnify the Company for any payments that the Company is required to make to any such Company Employee as a result of such arrangements. (c) Buyer shall be solely responsible for, and shall pay or cause to be paid, severance payments and other termination benefits, if any, to Company Employees who may become entitled to such benefits by reason of any events occurring after Closing. If any action on the part of the Board Company prior to the Closing, or if the sale to Buyer of Directors the business and assets of the Company pursuant to this Agreement or the transactions contemplated hereby, shall directly or indirectly result in any Liability for severance payments, termination benefits or benefits upon a “change of control” of the Company, such Liability shall be the sole responsibility of the Company. (iid) Employee shall be entitled Nothing in this Agreement, express or implied, is intended to all paid legal holidays made available confer upon any of the Company’s employees, former employees, collective bargaining representatives, job applicants, any association or group of such persons or any Company Employees any rights or remedies of any nature or kind whatsoever under or by the Company such holidays to includereason of this Agreement, including, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Dayany rights of employment. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company

Employees; Benefits. (a) The Employee Except for the persons set forth on Schedule 7.1, each of Parent and MergerCo shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available ensure that all persons who were employed by the Company immediately preceding the Closing Date, including those on vacation, leave of absence or disability (the “Company Employees”), will remain employed by the Surviving Company in a comparable position on and immediately after the Closing Date, at not less than the same base rate of pay. For purposes of this Agreement, “Company Employees” does not include the persons set forth on Schedule 7.1. Neither Parent nor MergerCo shall, at any time prior to one hundred eighty (180) days after the Closing Date, effectuate a “mass layoff” as that term is defined in the future to its officers Worker Adjustment and key management employeesRetraining Notification Act of 1988, subject to and on a basis consistent as amended (“WARN”), or comparable conduct under any applicable state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company without complying fully with the terms, conditions and overall administration requirements of WARN or such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B heretoapplicable state law. (b) Nothing paid To the extent that service is relevant for purposes of eligibility, vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by Parent or MergerCo (other than any defined benefit pension plan) following the Closing Date for the benefit of Company Employees, such plan, program or arrangement shall credit such Company Employees for service on or prior to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed Closing Date that was recognized by the Company for less than purposes of employee benefit plans, programs or arrangements maintained by the entire Company. In addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by Parent or MergerCo following the Closing Date for the benefit of Company Employees, such year shall, unless otherwise provided in plan shall waive any pre-existing condition exclusions and provide that any covered expenses incurred on or before the Closing Date by any Company Employee or by a covered dependent shall be taken into account for purposes of satisfying applicable plan or arrangement, be prorated in accordance with deductible coinsurance and maximum out-of-pocket provisions after the number of days in such calendar year during which she is so employedClosing Date. (c) In recognition of This Section 7.1 is intended for the necessity of the use of an automobile irrevocable benefit of, and to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Companygrant third party rights to, the Company Employees and shall bear be binding on all successors and assigns of Parent and the expense of fuel and maintenance Company. Each of the Employee's car Company Employees shall be entitled to enforce the covenants contained in this Section 7.1. Notwithstanding the form foregoing, (i) nothing in this Agreement shall be interpreted or construed to confer upon the Company Employees any right with respect to continuance of reimbursement employment by the Surviving Company or Parent, nor shall this Agreement interfere in any way with the right of $0.31 per mile for miles driven for the Surviving Company or Parent to terminate any employee’s employment at any time and documented (ii) nothing in this Agreement shall interfere in any way with the right of Parent to the Companyamend, terminate or otherwise discontinue any or all plans, practices or policies of Parent in effect from time to time.

Employees; Benefits. (a) The Employee Buyer shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available ensure that 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 remain employed in a comparable position on and immediately after the Closing Date, at not less than the same base rate of pay. Buyer shall not, at any time prior to ninety (90) days after the Closing Date, effectuate a "mass layoff" as that term is defined in the future to Worker Adjustment and Retraining Notification Act of 1988, as amended ("WARN"), or comparable conduct under any applicable foreign or state law, affecting in whole or in part any facility, site of employment, operating unit or employee of the Company or its officers and key management employees, subject to and on a basis consistent Subsidiaries without complying fully with the terms, conditions and overall administration requirements of WARN or such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B heretoapplicable foreign or state law. (b) Nothing paid Buyer acknowledges that consummation of the transactions contemplated by this Agreement will constitute a change in control of the Company (to the Employee extent such concept is applicable) for purposes of the Benefit Plans. From and after the Closing, Buyer and the Company will make any payments at the time and in the amount provided under any plan or arrangement presently the terms of all transaction bonus and change-of-control agreements and retirement benefits listed on Schedule 6.1(b) and in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable prior to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employedClosing Date. (c) To the extent that service is relevant for purposes of eligibility, vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by Buyer (other than any defined benefit pension plan) following the Closing Date for the benefit of Company Employees, such plan, program or arrangement shall credit such Company Employees for service on or prior to the Closing Date that was recognized by the Company or its Subsidiaries, as the case may be, for purposes of employee benefit plans, programs or arrangements maintained by the Company, except to the extent it would result in a duplication of benefits. In recognition addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by Buyer following the Closing Date for the benefit of Company Employees, such plan shall waive any pre-existing condition exclusions to the extent such condition was covered under a Benefit Plan immediately preceding the Closing Date and provide that any covered expenses incurred on or before the Closing Date by any Company Employee or by a covered dependent shall be taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the Closing Date. (d) With respect to any Pension Plan listed on Schedule 2.11(a) that is qualified under Section 401(a) of the necessity Code, Buyer shall, or shall cause the Company to, maintain such Pension Plan for the benefit of the use Company Employees for the period provided under Section 410(b)(6)(C) of an automobile the Code. With respect to any medical or dental welfare benefit plan (as defined in Section 3(1) of ERISA maintained pursuant to any insurance or other contract, prior to the efficient renewal date for such contract Buyer shall evaluate such welfare benefit plan and expeditious performance determine whether to renew such contract or to provide the Company Employees with coverage under welfare benefit plans otherwise maintained by Buyer. Buyer shall evaluate any other welfare plan benefit plan and determine in its discretion whether to renew such plan or to provide the Company Employees with coverage under welfare benefit plans otherwise maintained by Buyer. (e) Nothing in this Agreement shall be interpreted or construed to confer any third party rights upon the Employees or any other Person who is not a party to this Agreement. This Section 6.1 shall be binding on all successors and assigns of Employee's servicesBuyer and the Company. Notwithstanding the foregoing, duties and obligations (i) nothing in this Agreement shall be interpreted or construed to and on behalf confer upon the Company Employees any right with respect to continuance of employment by the Company, such Subsidiaries or Buyer, nor shall this Agreement interfere in any way with the right of the Company, such Subsidiaries or Buyer to terminate any employee's employment at any time and (ii) nothing in this Agreement shall interfere in any way with the Company shall bear the expense right of fuel and maintenance Buyer to amend, terminate or otherwise discontinue any or all plans, practices or policies of the Employee's car Buyer in the form of reimbursement of $0.31 per mile for miles driven for and documented effect from time to the Companytime.

Employees; Benefits. (a) The Employee For a period of 12 months after the Effective Time, Parent shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its officers and key management employees, subject to and on a basis consistent provide Continuing Employees with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Companyannual base salary and base wages, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. and cash incentive compensation opportunities and (ii) health and welfare benefits providing coverage and benefits that are either (A) the same as provided pursuant to the employee health and welfare benefit plans maintained by Company as of the date hereof or (B) pursuant to employee health and welfare benefit plans that are, in the aggregate, no less favorable than those provided to employees of Parent or its Affiliates in positions comparable to positions held by Continuing Employees in the relevant jurisdiction. For the avoidance of doubt, nothing in this Agreement shall limit the ability of Parent or the surviving entity in the Merger to amend or terminate any Company Employee Plan, or Parent Employee Plan, program, policy, or arrangement in accordance with their terms and applicable law at any time after the Effective Time. The provisions contained in this Section 5.6 are included for the sole benefit of the respective Parties hereto and shall be entitled to all paid legal holidays made available by the Company such holidays to includenot create any right in any other Person, including, without limitation, New Years Dayany current or former Company Employee, Memorial Dayany participant in any Company Employee Plan, Independence Dayor any beneficiary thereof or any right to continued employment with Parent or the surviving entity in the Merger, Labor Daynor shall they require Parent to provide, Thanksgiving Day and Christmas Daycontinue, or amend any particular employee benefits after the consummation of the Merger for any current or former Company Employee. (iiib) In addition With respect to any Parent Employee Plans in which Continuing Employees become eligible to participate after the Effective Time, to the extent permitted under such paid holidaysParent Employee Plans and applicable Legal Requirements, each participating Continuing Employee’s service with the Company (as well as service with any predecessor employer, solely to the extent service with the predecessor employer is recognized for purposes of the applicable Company Employee Plan) or any Company Subsidiary shall be entitled treated as service with Parent or any of its Affiliates for all purposes, including determining eligibility to twenty (20) vacation days each calendar yearparticipate, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated level of benefits, vesting, and added to the vacation time for subsequent yearsbenefit accruals; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits that, except as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise expressly provided in the applicable plan or arrangementSection 5.6, such service need not be prorated recognized to any extent that such recognition would result in accordance with the number a duplication of days in such calendar year during which she is so employedbenefits. (c) In recognition of With respect to any Parent Employee Plans providing medical, dental, pharmaceutical, life insurance and/or vision benefits to any Continuing Employee and in which Continuing Employees become eligible to participate after the necessity of the Effective Time, Parent shall use of an automobile its commercially reasonable efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any such Parent Employee Plans, except to the efficient extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and expeditious performance of Employee's services, duties and obligations to and on behalf of waiting periods would not have been satisfied or waived under the Company, the comparable Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented Employee Plan immediately prior to the CompanyEffective Time.

Employees; Benefits. (a) The Employee Employees of Systinet who remain employed by Systinet after the Merger shall be entitled to participate in or receive compensation and benefits under any employee benefit plan or arrangement made available by the Company (other than stock and options) that are in the future aggregate comparable to its officers and key management employeesthose afforded to similarly-situated employees of Mercury, subject to the terms and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance relevant benefits as described in Exhibit B heretoplans. (b) Nothing paid To the extent that service is relevant for purposes of eligibility, vesting, calculation of any benefit, or benefit accrual under any employee benefit plan, program or arrangement established or maintained by Mercury or the Surviving Corporation (other than any defined benefit pension plan or stock incentive plan) following the Closing Date for the benefit of Systinet Employees (or Mercury’s other employees), such plan, program or arrangement shall credit such Systinet Employees for service on or prior to the Closing Date that was recognized by Systinet or its Subsidiaries, as the case may be, for purposes of employee benefit plans, programs or arrangements maintained by Systinet, provided that in no event shall such crediting of service result in any duplication of benefits. In addition, with respect to any welfare benefit plan (as defined in Section 3(1) of ERISA) established or maintained by Mercury and the Surviving Corporation following the Closing Date for the benefit of Systinet Employees (or Mercury’s other employees), such plan shall waive any pre-existing condition exclusions (to the extent that no pre-existing condition exclusion applied under a comparable plan of Systinet prior to the Closing) and provide that any covered expenses incurred on or before the Closing Date by any Systinet Employee under any plan or arrangement presently in effect or made available in the future by a covered dependent shall be deemed to be in lieu taken into account for purposes of satisfying applicable deductible coinsurance and maximum out-of-pocket provisions after the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employedClosing Date. (c) In recognition of the necessity of the use of an automobile The individuals previously identified by Mercury and approved by Systinet shall be terminated from their employment with Systinet on or prior to the efficient and expeditious performance Closing. Systinet shall use its commercially reasonable efforts to assist Mercury in obtaining a contractor agreement with each of Employee's services, duties and obligations to and on behalf those terminated employees of the CompanySystinet designated by Mercury, the Company terms of which agreement shall bear the expense of fuel be mutually acceptable to Mercury and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Companysuch individual.

Employees; Benefits. (a) The Employee All persons who were lawfully employed by the Company and its Subsidiaries immediately preceding the Closing Date, including those on vacation, approved leave of absence or short-term disability (the “Company Employees”) shall continue employment with the Surviving Company or another Person designated by Buyer in a comparable position as of the Closing Date, at not less than the same base rate of pay in effect immediately preceding the Closing Date. Nothing in this Agreement shall be entitled deemed to participate limit the right of the Buyer, the Surviving Company, or any other Person to terminate the employment of any Company Employee or change the terms and conditions of employment (including, without limitation, positions and base rates of pay) of any Company Employee at any time following the Closing Date. (b) Buyer acknowledges that consummation of the transactions contemplated by this Agreement may constitute a change in control of the Company and its Subsidiaries (to the extent such concept is applicable) for purposes of the Plans. From and after the Closing, Buyer and the Surviving Company and its Subsidiaries will honor in accordance with their terms all cash bonus plans, employment agreements, consulting agreements, change-of-control agreements, and severance agreements or receive benefits plans between the Company and its Subsidiaries, on the one hand, and any Company Employee or any officer or director of the Company or its Subsidiaries, on the other hand, in effect prior to the Closing Date, provided, however, that nothing in this Agreement shall be deemed to limit the right of the Buyer, the Surviving Company, or any other Person to amend, modify or terminate any such plans or agreements in accordance with their terms at any time following the Closing Date. (c) For all purposes under any employee benefit plan or arrangement made available by plans of Buyer providing benefits to Company Employees after the Closing Date, each Company in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. (ii) Employee shall be entitled to all paid legal holidays made available by credited with his or her years of service with the Company or its Subsidiaries, as applicable, before the Closing Date, to the same extent as such holidays Company Employee was entitled, before the Closing Date, to includecredit for such service under any similar Plans, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: %3. each Company Employee shall continue to be eligible to participate in any Plans such Company Employee participated in immediately before the Closing Date (such Plans, collectively, the “Old Plans”) or, if such Old Plans are no longer in effect immediately after the Closing Date, be immediately eligible to participate, without limitationany waiting time, in any and all employee benefit plans sponsored by Buyer and its Affiliates for the benefit of employees (such plans, collectively, the “New Years DayPlans”) to the extent coverage under such New Plan replaces coverage under a comparable terminated Old Plan, Memorial Dayand %3. for purposes of any New Plan providing medical, Independence Daydental, Labor Daypharmaceutical or vision benefits to any Company Employee, Thanksgiving Day Buyer shall use commercially reasonable efforts to (A) cause all pre-existing condition exclusions and Christmas Day. actively-at-work requirements of such New Plan, to the extent applicable, to be waived for such Company Employee and his or her covered dependents, and (iiiB) In addition cause any eligible expenses incurred by such Company Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Company Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such paid holidays, Company Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be and his or her covered dependents for the applicable plan year as if such amounts had been paid in fullaccordance with such New Plan. Vacation time not taken Such New Plans shall contain benefits substantially similar to the benefits - 48 - provided in the calendar year will be accumulated and added to the vacation time for subsequent yearsOld Plans; provided, however, Employee that nothing in this Agreement shall not take vacations limit the right of Buyer to change, modify or terminate any New Plan or other arrangement in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to accordance with its terms following the Chairman and Chief Executive Officer of the CompanyClosing Date. (ivd) The Effective as of or prior to the Closing, HIG Holdco, the Company and their Subsidiaries shall cancel, terminate and cash-out all outstanding equity and equity-based compensation plans, agreements and arrangements (the “Terminated Equity Plans”), and, no later than the Closing Date, shall provide Employee fully-paid insurance benefits to Buyer a copy of the resolutions duly approved and executed by the members of the board of directors or managers, as described in Exhibit B heretoapplicable, of such entity of the termination of such Terminated Equity Plans. (be) Nothing paid This Section 7.05 shall be binding upon and inure solely to the Employee benefit of each of the Parties, and nothing in this Section 7.05, express or implied, shall confer upon any employee, or any legal representative or beneficiary thereof, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under any plan this Agreement. Nothing in this Section 7.05, express or arrangement presently in effect or made available in the future implied, shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect an amendment of any calendar year during which Plan providing benefits to any employee or as altering the Employee is employed by the at-will nature of any Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance with the number of days in such calendar year during which she is so employed. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Companyemployment.

Employees; Benefits. (a) The Parent and Merger Subsidiary shall honor (i) all employment, severance or similar contractual or benefit plan arrangements in accordance with their terms in existence on the date hereof and (ii) all legally imposed obligations relating to employment matters. After the Effective Time, Parent and Merger Subsidiary shall comply with applicable law, including without limitation the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S) 2101 et seq. It is the current intention of Parent and -- ---- Merger Subsidiary to cause the Surviving Corporation to provide benefits to employees of the Company and its Subsidiaries that are no less favorable in the aggregate to such employees than those in effect on the date hereof; provided, however, that the foregoing shall not limit or restrict the right of the Surviving Corporation or its Subsidiaries to terminate the employment of such employees or subsequently to modify the benefits or other terms of employment of such employees, to the extent permitted by applicable law. (b) Notwithstanding the foregoing, until the end of calendar year 2000 Parent shall cause the Surviving Corporation to continue to maintain the Company's existing compensation, severance, welfare and pension benefit plans, programs and arrangements (other than any stock based plans, programs and arrangements), to the extent disclosed to Parent prior to the date hereof, for the benefit of current and former employees of the Company and its Subsidiaries (subject to such modification as may be required by applicable law or to maintain the tax exempt status of any such plan which is intended to be qualified under Section 401(a) of the Code); provided, however, that (i) nothing herein shall prohibit Parent from replacing any such existing plan, program or arrangement with a plan, program or arrangement which Parent reasonably believes will provide such employees with benefits which are not materially less favorable in the aggregate than the benefits that would have been provided under such existing plan, program or arrangement and (ii) nothing herein shall obligate Parent to provide such employees with any stock based compensation (including, without limitation, stock options or stock appreciation rights) after the Effective Time. Without limiting the generality of the foregoing, the Company and Parent shall: (I) take such actions as are necessary or appropriate to reflect the understanding set forth on Schedule 8.04(b); (II) amend the Furon Employee shall Stock Ownership Plan and the Furon Employees Profit Sharing Retirement Plan to eliminate the requirement that a participant be employed on the last day of the plan year to be entitled to participate an allocation of contributions thereunder; provided, that such amendment shall apply (A) only with respect to the plan year in effect for each such plan as of the Effective Time (the "Current Plan Year") and (B) only to plan participants whose employment with a participating employer is involuntarily terminated during the period commencing at the Effective Time and ending on the last day of the Current Plan Year; and (III) keep in effect the Furon Company Severance Pay Plan, as in effect and disclosed to Parent as of the date hereof (the "Severance Plan"), (or receive a plan providing benefits at least equal to the benefits under the Severance Plan) for a period of at least one year following the Effective Time (the "Severance Continuation Period"), and amend the Severance Plan to provide that (x) any employee whose employment is involuntarily terminated during the Severance Continuation Period shall be deemed to satisfy the condition in Section 2.1(a) of the Severance Plan that the employee's termination be as a result of a reduction in work force, and (y) during the Severance Continuation Period, without regard to Section 2.1(e)(2) of the Severance Plan, employees shall be eligible for benefits under the Severance Plan notwithstanding their employment by a business unit that is sold to another company unless such employee becomes an employee of such other company or its affiliate. (c) All service credited to each employee by the Company through the Effective Time shall be recognized by Parent for purposes of eligibility and vesting under any employee benefit plan or arrangement made available provided by the Surviving Corporation or Parent for the benefit of employees in which such employees of the Company participate. (d) From and after the date hereof through the Effective Time, the Company and Parent shall cooperate in the future to its officers and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans and arrangements. Without good faith in any way limiting the foregoing, such benefits shall include the following: (i) The Company, in order communicating with Company employees with regard to retain its valued employees, will establish a contributory Internal Revenue Code Section 401(k) plan by September 30, 1998. Contributions of the participating employees, including Employee, may be matched by contributions from the Company at the discretion of the Board of Directors of the Company. Merger and any personnel or employee benefits matters related thereto and (ii) Employee shall be entitled to all paid legal holidays made available by the Company such holidays to include, without limitation, New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. (iii) In addition to such paid holidays, Employee shall be entitled to twenty (20) vacation days each calendar year, during which time Employee's compensation shall be paid facilitating any necessary transitions in full. Vacation time not taken in the calendar year will be accumulated and added to the vacation time for subsequent years; provided, however, Employee shall not take vacations in excess of ten (10) consecutive business days without at least four (4) weeks' prior notice to the Chairman and Chief Executive Officer of the Company. (iv) The Company shall provide Employee fully-paid insurance benefits as described in Exhibit B hereto. (b) Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the annual salary payable to Employee pursuant to Section 3.01 hereinabove. Any payments or benefits payable to the Employee hereunder in respect of any calendar year during which the Employee is employed by the Company for less than the entire such year shall, unless otherwise provided in the applicable plan or arrangement, be prorated in accordance connection with the number of days in such calendar year during which she is so employedMerger with respect to Company benefit plans, payroll administration or similar matters. (c) In recognition of the necessity of the use of an automobile to the efficient and expeditious performance of Employee's services, duties and obligations to and on behalf of the Company, the Company shall bear the expense of fuel and maintenance of the Employee's car in the form of reimbursement of $0.31 per mile for miles driven for and documented to the Company