Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) As of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees employed by the Company or its subsidiaries as of that date full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations, and (ii) give effect to, in determining any deductible and maximum out-of-pocket limitations to which the Company Employees may be subject under such Parent Plans in the plan year in which the Effective Time occurs (the “Parent Plan Year”), claims incurred and amounts paid by, and amounts reimbursed to, Company Employees in the plan year in which the Effective Time occurs under corresponding Company plans immediately prior to the Effective Time for purposes of satisfying such limitations under such Parent Plans for the Parent Plan Year in which such Company Employees participated.

Employment and Employee Benefits Matters. (a) As of and after the Effective TimeClosing, Parent will, or will cause the Second Step Surviving Corporation to, or, where approval of a third party provider is required, use commercially reasonable efforts to, give Company Employees employed by the Company or its subsidiaries as of that date full credit for purposes of eligibility and vesting and benefit accruals (but not (i) for purposes of benefit accruals under any defined benefit pension plans), (ii) to the extent this credit would result in a duplication of benefits for the same period of service, or (iii) for purposes of eligibility or benefits under any post termination welfare benefits) under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Parent and its Subsidiaries in which Company Employees as of participate from and after the Effective Time by Parent, its subsidiaries or the Surviving Corporation Closing Date for the Company Employees’ service with the Company, its subsidiaries Subsidiaries and their predecessor entities (each, a “Parent Plan”) to the same extent recognized by the Company or any Subsidiary immediately prior to the First Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries Subsidiaries shall use commercially reasonable efforts to (i) cause there to be waived any pre-existing condition or eligibility limitations, and (ii) give effect toeffect, in determining any deductible and maximum out-of-pocket limitations limitations, to which the Company Employees may be subject under such Parent Plans in the plan year in which the Effective Time occurs (the “Parent Plan Year”), claims incurred and amounts paid by, and amounts reimbursed to, Company Employees in under similar plans maintained by the plan year in which the Effective Time occurs under corresponding Company plans and its Subsidiaries immediately prior to the Effective Time for purposes of satisfying such limitations under such Parent Plans for the Parent Plan Year in which such Company Employees participatedClosing.

Employment and Employee Benefits Matters. (a) As If any employees of and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Company Employees employed by the Company or its subsidiaries Subsidiaries as of that date full credit for purposes of eligibility and vesting and benefit accruals (but not for purposes of benefit accruals under any defined benefit pension plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements established or maintained for the benefit of Company Employees as of and after the Effective Time by Parent, its subsidiaries or the Surviving Corporation for the Company Employees’ service with the Company, its subsidiaries and their predecessor entities (each, a “Parent PlanCompany Employee”) to the same extent recognized become a participant in an Employee Benefit Plan sponsored or maintained by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries shall the Surviving Corporation (“Parent Plans”), in accordance with the eligibility criteria of such Parent Plans, subject to the Company providing Parent sufficient information to determine the following (i) cause there to be waived any pre-existing condition or eligibility limitations, and (ii) give effect to, in determining any deductible and maximum out-of-pocket limitations to which such participants shall receive full credit for all service with the Company Employees may be subject under such Parent Plans in the plan year in which the Effective Time occurs (the “Parent Plan Year”), claims incurred and amounts paid by, and amounts reimbursed to, Company Employees in the plan year in which the Effective Time occurs under corresponding Company plans immediately its Subsidiaries prior to the Effective Time for purposes of satisfying eligibility and vesting (but not benefit accrual) subject to applicable Laws, to the extent such limitations service is taken into account under such Parent Plans for and under a comparable Company Plan, (ii) such participants shall participate in the Parent Plans on terms no less favorable than those offered by Parent to their similarly-situated employees, (iii) to the extent permitted by Law, such participants and their covered dependents shall have all pre-existing condition exclusions of such Parent Plans waived to the extent such pre-existing condition exclusions were inapplicable to or had been satisfied by such participants and their covered dependents immediately prior to the Effective Time under the corresponding Company Plan; and (iv) with respect to any Parent Plan Year that provides medical or health benefits, such Company Employees (and their eligible dependents) shall be given credit for co-payments made, amounts credited towards deductibles, co-insurance and out-of-pocket maximums under the corresponding Company Plan (i.e., under the same type of Plan such as a point of service plan) in the calendar year in which such Company Employee becomes a participant in such Parent Plans; provided that the foregoing (i) through (iv) shall be subject to the Company providing to Parent sufficient information to make such determinations. Parent shall, or shall cause the Surviving Corporation to, permit each Company Employee who remains employed with Parent or the Surviving Corporation to use all unused vacation, sick leave and paid time off accrued by such Company Employee under Company Plans prior to the Effective Time to the extent accrued on the balance sheet contained in the Unaudited Company Financials. For a period commencing on the Effective Time and ending on the first anniversary of the Effective Time, the Parent or the Surviving Corporation shall or shall cause the Company and its Subsidiaries, subject to applicable Law, to pay severance upon the same events and in an amount no less than that provided under the severance plans maintained by the Company and its Subsidiaries for the benefit of Company Employees participatedimmediately prior to the Effective Time as set forth in Section 6.5(a) of the Company Disclosure Schedule. Except as otherwise provided herein with respect to severance plans, nothing in this Section 6.5(a) shall (x) require the Parent or Surviving Corporation to provide any particular employee benefit plans to Company Employees, (y) limit the Surviving Corporation’s ability to amend or terminate any benefit plan or arrangement or (z) limit the right of Parent, the Surviving Corporation or any of their Subsidiaries to terminate the employment of any Company Employee at any time.