Common use of Employment and Employee Benefits Clause in Contracts

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries Subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) (i) for the period of twelve (12) months immediately following the Closing Date, (ix) at least the same level of base salary and hourly wages as in effect on the Closing Date, (y) employee benefit and (ii) benefits incentive plans, programs, contracts and arrangements that are substantially comparableno less favorable, in the aggregate, to than similar employee benefit plans, programs, contracts and arrangements (excluding stock-based compensation and all change of control bonuses and/or severance payments payable solely as a result of the benefits Merger and not as a result of any events occurring post-Closing) provided by the Company and its Affiliates affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control and (z) continued coverage under the Company’s severance plans or other special policies on the same terms and conditions of such plans or non-recurring compensation or benefits provided policies immediately prior to the Closing Date; and (ii) for the period immediately following the Closing Date shall be taken into account for purposes until December 31, 2014 (it being acknowledged that payments related to the Company’s 2013 fiscal year incentive plans are payable on or before March 15, 2014), the same level of this covenantcash incentive bonus opportunity as in effect on the Closing Date. From and after the Closing Date, Parent or one of its Affiliates affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements (excluding with respect to stock-based compensation) as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company. Notwithstanding the foregoing, subject or any other provision of this Agreement, nothing in this Section 7.9(a) is intended to preclude Parent from causing Surviving Corporation or any of its Subsidiaries to terminate the terms and conditions, including employment of any employee of the amendment and termination provisions, thereofCompany or its Subsidiaries. Parent or one of its Affiliates affiliates shall recognize the service of the Company Employees with the Company and its Affiliates affiliates prior to the Closing Date as service with Parent and its Affiliates affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) affiliates which is made available following the Closing Date by Parent or one of its Affiliates affiliates for purposes of any waiting period, vesting, eligibility, eligibility and benefit entitlement and (but excluding benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits). Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliatesaffiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date. The parties acknowledge and agree that all provisions contained in this Section 7.9(a) are included for the sole benefit of the parties hereto, and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other rights (x) in any other Person, including any employees or former employees of the Company or any Company Subsidiary, any participant in any Company Benefit Plan, or any dependent or beneficiary thereof, or (y) to continued employment with the Surviving Corporation or any of its Affiliates.

Employment and Employee Benefits. (a) Parent shall covenants and agrees to cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Dateto, (i) for a period of one year following the Closing Date (the “Benefits Continuation Period”), provide base salary or wages, as applicable, bonus and commission opportunities and employee benefits to Continuing Employees (as defined below) at least levels that are substantially similar in the same level aggregate to the levels of base salary or wages, bonus and hourly wages commission opportunities and employee benefits as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by under the Company and its Affiliates to Company Employees Benefit Plans (with the exception of any equity compensation, defined benefit plan benefits, retiree medical benefits or severance) immediately prior to the Closing DateClosing; provided, however, the Surviving Corporation shall pay (or Parent shall cause to be paid), to all Continuing Employees who are employed at the time that no defined benefit pensionthe bonus awards in respect of the 2011 fiscal year would generally have been paid in the Ordinary Course of Business, post-retirement medicalcash bonuses under the terms of the Amended and Restated Bonus Plan or the Profit Sharing Plan, equity-basedas applicable, retention, change-in-control or other special or non-recurring compensation or benefits provided as in effect immediately prior to the Closing Date shall be taken into account for purposes (together, the “Bonus Plans”), that are equal to the amount in respect of this covenant. From and after the Closing Dateperiod from October 1, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on 2010 through the Closing Date that are applicable to any current (the “Stub Bonus Period”) as would have been accrued by the Company for such period using the higher of (x) the aggregate forecasted accrual for such cash bonuses used in the calculation of Net Working Capital for the Bonus Plans as set forth on Schedule 7.10(a) or former employees or directors (y) actual performance achieved through the last day of the Company, subject to last full month immediately preceding the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service end of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, Stub Bonus Period and (ii) provide credit severance compensation and benefits to Company any Continuing Employees for any co-payments, deductibles during the Benefits Continuation Period at levels at least equivalent to the levels of such severance compensation and out-of-pocket expenses paid by such employees benefits as in effect under the employee benefit plansCompany Benefit Plans immediately prior to the Closing; provided, programs and arrangements however, with respect to the severance benefits only, that such benefits can be provided in accordance with applicable Law without incurring any additional fees, Taxes, fines or penalties as determined by Parent in its reasonable business discretion. Employees of the Company and or its Subsidiaries during the portion of the relevant plan year including immediately prior to the Closing Datewho continue their employment with the Surviving Corporation or its Subsidiaries following the Closing Date are hereinafter referred to as the “Continuing Employees.”

Employment and Employee Benefits. (a) Except as otherwise agreed between Parent, the Surviving Corporation and such Company Employee, Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries subsidiaries (the “Company Employees”) (i) for the period of twelve (12) months immediately following the Closing Date, (ix) at least the same level of base salary and hourly wages as in effect on the Closing Date, (y) employee benefit plans, programs, contracts and (ii) benefits arrangements that are substantially comparable, no less favorable in the aggregateaggregate than similar employee benefit plans, to the benefits programs, contracts and arrangements (excluding stock-based compensation, cash incentive and any retention, severance, change in control or similar plans, programs, policies or arrangements) provided by the Company and its Affiliates affiliates to Company Employees immediately prior to the Closing Date, and (z) with respect to only those Company Employees who are not party to a written employment agreement, offer letter or similar agreement or arrangement, continued coverage under the Company’s severance plans or policies on the terms and conditions of such plans or policies set forth on Schedule 7.9(a); provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to (ii) for the period immediately following the Closing Date until December 31, 2015 with respect to each Company Employee, an annual cash incentive bonus opportunity as set forth in Section 7.9(c); (iii) for Parent’s 2016 fiscal year, with respect to each Company Employee, an annual cash incentive bonus opportunity commensurate with the annual cash incentive bonus opportunity provided to similarly-situated employees of Parent for such fiscal year. From and after the Closing Date, each Company Employee shall be taken into account for purposes eligible to participate in the Parent’s stock-based compensation plan on the same basis as similarly situated employees of this covenantParent, provided that nothing herein shall entitle any Company Employee to a grant of stock-based compensation or a grant of stock-based compensation of a particular size or value. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention retention, change in control and severance agreements and all severance, incentive and bonus plans, programs and arrangements (excluding with respect to stock-based compensation) as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company. Notwithstanding the foregoing, subject to nothing in this Agreement shall prevent or restrict Parent or any of its Affiliates from modifying or terminating the terms and conditions, including employment of any Company Employee following the amendment and termination provisions, thereofClosing Date or from amending or terminating any Company Benefit Plan following the Closing Date in accordance with its terms. Parent or one of its Affiliates shall shall, to the same extent recognized by the Company or any of its Subsidiaries, recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, eligibility and benefit entitlement and or level of benefits (but excluding benefit accrual, provided that service credit shall not be required with respect to benefit accruals accrual under any defined benefit pension planplan of Parent or any of its Affiliates), or except to the extent that service such credit would result in a the duplication of benefitsbenefits for the same period of service. To the extent permitted by applicable Law and the terms of Parent’s welfare benefit plans and insurance contracts as in effect as of the date hereof, Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

Employment and Employee Benefits. For a period of twelve (a12) months following the Effective Time, Parent shall, or shall cause the Surviving Corporation and its subsidiaries to to, provide the employees of Parent or the Surviving Corporation or their respective subsidiaries who shall have been employees of the Company and or any of its Subsidiaries subsidiaries immediately prior to the Effective Time (the “Company Continuing Employees”) for the period of twelve (12) months immediately following the Closing Date), (i) at least the same level of base salary while such Continuing Employees remain so employed, health, welfare and hourly wages as in effect on the Closing Date, and (ii) retirement benefits that are substantially comparableno less favorable, in the aggregate, to the benefits than those provided by the Company and its Affiliates to Company Employees subsidiaries immediately prior to the Closing Date; providedEffective Time. Parent shall take, howeveror cause the Company (and after the Effective Time, the Surviving Corporation) and its subsidiaries to take, all necessary action so that no defined benefit pensioneach Continuing Employee shall, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one continue to be credited with the unused, accrued general and sick leave credited to such Continuing Employee as of its Affiliates shall honor, the Acceptance Date and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on through the Closing Date that are under the applicable to any current or former employees or directors of the Company, subject to the terms general and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service sick leave policies of the Company and its subsidiaries. Parent shall take all necessary action so that, under each employee plan of Parent in which Continuing Employees become eligible to participate upon or after the Closing, the Continuing Employees shall be given credit for all service with the Company and its Affiliates prior subsidiaries to the Closing Date same extent as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by if such services had been rendered to Parent or one any of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent subsidiaries or one of its Affiliates affiliates for purposes of any waiting perioddetermining their rate of vacation accrual under Parent’s standard procedure, vestingand for eligibility to participate in, eligibilityand vesting for eligible benefits under, benefit entitlement and benefit accrualParent’s 401(k) plan (if applicable). In addition, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause the Surviving Corporation and its Affiliates to, to the extent commercially and administratively practicable, subsidiaries: (i) waive, or cause its insurance carriers to waive, waive all limitations as to pre-existing and at-work conditions, if any, exclusions and waiting periods with respect to participation and coverage requirements applicable to Company the Continuing Employees under any welfare benefit group health plan (in which such Continuing Employees may be eligible to participate after the Closing, to the same extent as defined in Section 3(1) waived under Parent group health plans for newly hired and similarly situated employees of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of and its Affiliates, subsidiaries; and (ii) to provide each Continuing Employee with credit under any group health plan in which such Continuing Employee becomes eligible to Company Employees participate after the Closing for any co-payments, payments and deductibles and out-of-pocket expenses paid by such employees Continuing Employee for the then current plan year under the employee benefit planscorresponding group health plan maintained by the Company or any of its subsidiaries prior to the Closing. Parent shall, programs or cause the Company and arrangements its subsidiaries to, honor written severance agreements of the Company and its Subsidiaries during the portion subsidiaries as in effect as of the relevant plan year including date of the Closing DateMerger Agreement and as set forth in the Company’s disclosure letter and pay the annual incentive bonuses payable to employees of the Company for 2008 in accordance with the applicable plans, programs and policies of the Company as in effect as of the date of the Merger Agreement and as set forth in the Company’s disclosure letter.

Employment and Employee Benefits. (a) Parent shall cause The Merger Agreement provides that, from and after the Effective Time, Adobe agrees to honor in accordance with their terms all Company Employee Benefit Plans listed in the disclosure schedule delivered in connection with the Merger Agreement or filed as exhibits to certain of the SEC filings of TubeMogul and all accrued benefits vested thereunder; it being understood and agreed that nothing in this paragraph will prevent Adobe from amending or terminating any Company Employee Benefit Plan or other agreement in accordance with its terms and applicable law or regulation. The Merger Agreement further provides that, as of the Closing, the Surviving Corporation or one of the subsidiaries of TubeMogul shall continue to employ the employees of TubeMogul and its subsidiaries as of the Effective Time. For a period of one year following the Effective Time, Adobe agrees to provide, or cause to be provided, to those employees of TubeMogul and its subsidiaries who are employed by them as of immediately prior to the Effective Time and who continue to be actively employed by the Surviving Corporation (or any affiliate thereof) during such one-year period the base salary (or base wages, as the case may be) no less favorable than the base salary (or base wages, as applicable) provided by TubeMogul and its subsidiaries to provide such employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing DateEffective Time; provided, however, provided that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date Adobe shall be taken into account under no obligation to retain any employee or group of employees of TubeMogul or its subsidiaries other than as required by applicable law or regulation. The Merger Agreement provides that, for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements maintained by or contributed to by Adobe and its subsidiaries (including, after the Closing, the Surviving Corporation), Adobe shall, or shall cause its subsidiaries to, subject to applicable law or regulation and the terms of such plan, program or arrangement, cause each such plan, program or arrangement to treat the prior service with TubeMogul and its affiliates of each person who is an employee of TubeMogul or its subsidiaries immediately prior to the Closing (a "Company Employee") (to the same extent such service is recognized under analogous plans, programs or arrangements of TubeMogul or its affiliates prior to the Closing) as service rendered to Adobe or its subsidiaries, as the case may be, for purposes of eligibility to participate in and vesting thereunder (but not benefit accrual) and for sabbatical purposes; provided, however, that such crediting of service will not operate to duplicate any benefit or the funding of such benefit. With respect to each health or welfare benefit plan maintained by Adobe and its subsidiaries (including, after the Closing, the Surviving Corporation) for the benefit of Company Employees, Adobe shall use its commercially reasonable efforts to (i) ensure that Company Employees will be given credit for any deductible or co-payment amounts paid in respect of the plan year in which the Closing occurs, to the extent that, following the Closing, they participate in any other health or welfare benefit plan for which deductibles or co-payments are required and (ii) waive any preexisting condition that was waived under the terms of any Company and its Subsidiaries during Employee Benefit Plan immediately prior to the portion Closing or waiting period limitation which would otherwise be applicable to a Company Employee on or after the Closing. Adobe or the Surviving Corporation shall cause any accrued but unused vacation, sick leave or other paid time off (excluding sabbatical) that is accrued as of the relevant Closing Date to be paid out to Company Employees through payroll following the Closing, less applicable withholding taxes. If directed in writing by Adobe prior to the Effective Time and, with respect to each plan year including that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Closing DateCode (a "401(k) Plan"), prior to the date on which the Acceptance Time occurs, TubeMogul shall take (or cause to be taken) all actions reasonably determined by Adobe to be necessary or appropriate to terminate any such employee benefit plan, with such termination effective as of the business day immediately prior to the date on which the Acceptance Time occurs with respect to any such 401(k) Plan. TubeMogul shall provide Adobe with evidence that such 401(k) Plan(s) have been timely terminated pursuant to resolutions of the board of directors of TubeMogul or TubeMogul's subsidiary, as the case may be. The form and substance of such resolutions shall be subject to the prior review and approval of Adobe, which approval shall not be unreasonably withheld. TubeMogul also shall take such other actions in furtherance of terminating such 401(k) Plan(s) as Adobe may reasonably request.

Employment and Employee Benefits. (a) Parent shall cause The Merger Agreement provides that, from and after the Surviving Corporation and its subsidiaries to provide employees date of the Company closing of the Merger, Parent will use reasonable efforts to cause, subject to certain limitations set forth in the Merger Agreement: • recognition of the service of Continuing Employees (as defined below) with Cerner and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors date of the Company, subject to closing of the terms and conditionsMerger for certain purposes, including the amendment and termination provisionseligibility to participate, thereof. Parent or one levels of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies benefits (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates but not for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement of Parent, Oracle, the Surviving Corporation or any of their respective Affiliates (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate to the extent that service was credited to such employee for such purposes under a comparable Company Employee Plan (as defined below) as of immediately prior to the date of the closing of the Merger and to the extent such credit would not result in a duplication of benefits. ; • with respect to each Parent shallBenefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), in which any Continuing Employee is or shall cause its Affiliates tobecomes eligible to participate, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, waive all limitations as to pre-existing and at-work conditions, if anywaiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for eligible Continuing Employees and their eligible dependents to the same extent that the foregoing would not have applied or would have been waived under the corresponding Company Employees Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan, except that (i) such limitations for any long-term disability and life insurance benefits and coverage will be waived solely to the extent permitted under any welfare benefit plan (Parent’s applicable insurance contracts in effect as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one date of its Affiliates, the closing of the Merger and (ii) provide to the extent such benefit coverage includes eligibility conditions based on periods of employment, the treatment described in the previous paragraph will control; and • each Continuing Employee and his or her eligible dependents to receive credit to Company Employees for any co-paymentspayments and deductibles paid in the calendar year that, deductibles and outprior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-of-pocket payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses paid by were recognized for such employees purposes under the employee benefit planscomparable Company Employee Plan. Unless otherwise directed by Xxxxxx, programs and arrangements Cerner will take all actions necessary to effect the termination of any Cerner sponsored 401(k) savings plan effective as of immediately preceding the Company and its Subsidiaries during the portion of the relevant plan year including the Closing DateEffective Time.

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) (i) for the period of twelve (12) months immediately following the Closing Date, (ix) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (iiy) benefits employee benefit and incentive plans, programs, contracts and arrangements that are substantially comparablesimilar, in the aggregate, to the benefits similar employee benefit plans, programs, contracts and arrangements provided by the Company and its Affiliates to Company Employees prior to the Closing Date; providedand (z) coverage under the severance plans or policies no less favorable, howeverin the aggregate, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control than those severance plans or other special or non-recurring compensation or benefits policies provided by the Company and its Affiliates to Company Employees immediately prior to the Closing Date shall be taken into account or severance benefits applicable to similarly situated employees of Parent; and (ii) for purposes of this covenantthe period immediately following the Closing Date until December 31, 2017, substantially similar, in the aggregate, cash incentive bonus opportunity as in effect on the Closing Date. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing Date.

Employment and Employee Benefits. (a) The Merger Agreement provides that, from and after the date of the closing of the Merger, Parent shall cause will use reasonable efforts to cause, subject to certain limitations set forth in the Surviving Corporation Merger Agreement: • recognition of the service of Continuing Employees with NetSuite and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing Date, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors date of the Company, subject to closing of the terms and conditionsMerger for certain purposes, including the amendment and termination provisionseligibility to participate, thereof. Parent or one levels of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies benefits (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates but not for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan) and vesting under each compensation, vacation, fringe or other welfare benefit plan, program or arrangement (excluding any sabbatical or equity compensation plans, programs, agreements or arrangements) of Parent, Oracle, the Surviving Corporation or any of their respective Affiliates (collectively, the “Parent Benefit Plans”) in which any Continuing Employee is or becomes eligible to participate to the extent that service was credited to such employee for such purposes under a comparable Company Employee Plan (as defined in the Merger Agreement) as of immediately prior to the date of the closing of the Merger and to the extent such credit would not result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, ; • with respect to participation and coverage requirements applicable to Company Employees under any each Parent Benefit Plan that is an “employee welfare benefit plan plan” (as defined in Section 3(1) of ERISA), waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such Parent Benefit Plan for eligible Continuing Employees and their eligible dependents to the same extent that the foregoing would not have applied or would have been waived under the corresponding Company Employee Plan in which such Continuing Employee was a participant immediately prior to such Continuing Employee’s commencement of participation in such Parent Benefit Plan, except that (i) which is made available such limitations for any long-term disability and life insurance benefits and coverage will be waived solely to Company Employees following the Closing Date by Parent or one extent permitted under Parent’s applicable insurance contracts as of its Affiliates, the date of the closing of the Merger and (ii) provide to the extent such benefit coverage includes eligibility conditions based on periods of employment, the treatment described in the previous paragraph will control; and • each Continuing Employee and his or her eligible dependents to receive credit to Company Employees for any co-paymentspayments and deductibles paid in the calendar year that, deductibles and outprior to the date that, such Continuing Employee commences participation in such Parent Benefit Plan in satisfying any applicable co-of-pocket payment or deductible requirements under such Parent Benefit Plan for the applicable calendar year, to the extent that such expenses paid by were recognized for such employees purposes under the employee benefit planscomparable Company Employee Plan. Unless otherwise directed by Xxxxxx, programs and arrangements NetSuite will take all actions necessary to effect the termination of any NetSuite sponsored 401(k) savings plan effective as of immediately preceding the Company and its Subsidiaries during the portion of the relevant plan year including the Closing DateEffective Time.

Employment and Employee Benefits. (a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (the “Company Employees”) for the period of twelve (12) months immediately following the Closing DateThe Merger Agreement provides that, (i) at least the same level of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From from and after the Closing Datedate of the closing of the Merger, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation will use reasonable efforts to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Companycause, subject to certain limitations set forth in the terms and conditions, including the amendment and termination provisions, thereof. Parent or one Merger Agreement: • recognition of its Affiliates shall recognize the service of the Company Continuing Employees with the Company and its Affiliates prior for certain purposes including eligibility to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies participate, levels of benefits (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates but not for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit or other pension or retirement plan) and vesting under certain compensation and benefit plans of Parent, Oracle, the Surviving Corporation or any of their ERISA Affiliates including each compensation, vacation, fringe or other welfare benefit plan, program or arrangement in which any Continuing Employee is or becomes eligible to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any participate; • Parent’s “employee welfare benefit plan plan” (as defined in Section 3(1) of ERISA) to waive all limitations as to pre-existing conditions, waiting periods, required physical examinations and exclusions with respect to participation and coverage requirements applicable under such employee welfare benefit plan for eligible Continuing Employees and their eligible dependents to the same extent that the foregoing would not have applied or would have been waived under the corresponding Company Employee Plan (as defined in the Merger Agreement) in which is made available such Continuing Employee was a participant immediately prior to Company Employees following the Closing Date by Parent such Continuing Employee’s commencement of participation in such employee welfare benefit plan of Parent; and • each Continuing Employee and his or one of its Affiliates, and (ii) provide her eligible dependents to be receive credit to Company Employees for any co-paymentspayments and deductibles paid in the calendar year that, deductibles and outprior to the date that, such Continuing Employee commences participation in such employee welfare benefit plan of Parent in satisfying any applicable co-of-pocket payment or deductible requirements under such employee welfare benefit plan of Parent for the applicable calendar year, to the extent that such expenses paid by were recognized for such employees purposes under the employee benefit plans, programs and arrangements of the comparable Company and its Subsidiaries during the portion of the relevant plan year including the Closing DateEmployee Plan.

Employment and Employee Benefits. (a) Parent shall cause The Merger Agreement provides that the Surviving Corporation shall provide or cause to be provided to each employee of Terremark and its subsidiaries to provide employees who continues as an employee of the Company and its Subsidiaries Surviving Corporation or Parent or any of their respective subsidiaries following the date (the “Company EmployeesClosing Date”) of the closing of the Merger (a “Continuing Employee”), for a period extending until the period earlier of twelve (12) months immediately following the termination of such Continuing Employee’s employment with such entities or the last day of the calendar year in which the Closing Date, Date occurs (the “Benefits Continuation Period”) (i) a base wage or salary at least a rate not less than the same level rate of such base wage or salary and hourly wages as in effect on at the Closing Date, Effective Time and (ii) 401(k) benefits, severance Table of Contents benefit eligibility, medical benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees prior to the Closing Date; provided, however, that no defined other welfare benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to the Closing Date shall be taken into account for purposes of this covenant. From and after the Closing Date, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements that, as determined in Parent’s discretion, (A) are substantially comparable to those provided under Xxxxxxxxx’s employee plans as in effect on at the Closing Date that Effective Time; (B) are applicable substantially comparable to any current or former those provided to management employees or directors of the CompanyParent or its subsidiaries or (C) constitute any combination of the foregoing. With respect to each Continuing Employee whose annual bonus for the fiscal year ending March 31, subject 2011 has been accrued and unpaid prior to the Effective Time and who is eligible to receive an annual bonus pursuant to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service conditions of the Company Employees applicable employee plan, the Surviving Corporation shall pay or cause to be paid to such Continuing Employee such bonus in such amount as approved by Terremark and which bonus shall be payable in accordance with the Company terms and conditions of such employee plan and shall be paid at such time as is consistent with past practice of Terremark and its Affiliates prior to the Closing Date as service with subsidiaries. The Surviving Corporation or Parent and its Affiliates in connection with may amend, modify or terminate any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or Terremark employee plan to the extent that service credit would result in a duplication of benefits. Parent shall, not inconsistent with such foregoing restrictions or shall cause its Affiliates to, any other plan made available to the extent commercially and administratively practicable, Continuing Employees or terminate any person’s employment at any time or for any reason. The Surviving Corporation shall (i) waive, or cause its insurance carriers to waive, all limitations as to waive any applicable pre-existing condition exclusions and at-work conditions, if any, waiting periods with respect to participation and coverage requirements applicable to Company Employees under in any replacement or successor welfare benefit plan (as defined of the Surviving Corporation that an employee of Terremark or any of its subsidiaries is eligible to participate in Section 3(1) of ERISA) which is made available to Company Employees immediately following the Closing Date by Parent Effective Time to the extent such exclusions or one of its Affiliateswaiting periods were inapplicable to, and or had been satisfied by, such employee immediately prior to the Effective Time under the relevant Terremark employee plan in which such employee participated, (ii) provide each such employee with credit to Company Employees for any co-payments, deductibles payments and deductible paid prior to the Effective Time (to the same extent such credit was given under the analogous Terremark employee plan prior to the Effective Time) in satisfying any applicable deductible or out-of-pocket expenses paid requirements and (iii) to the extent that any Continuing Employee is allowed to participate in any employee benefit plan of the Parent, the Surviving Corporation or any of their subsidiaries following the Effective Time, cause such plan to recognize the service of such Continuing Employee with Terremark and its subsidiaries prior to the Effective Time for purposes of eligibility to participate and vesting (but not for benefit accrual under any defined benefit, retiree welfare or any other plan) to the same extent such service was recognized by Terremark and its subsidiaries under any similar Terremark employee plan in which such Continuing Employee participated immediately prior to the Effective Time; provided that the foregoing shall not apply to the extent it would result in any duplication of benefits for the same period of service. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation or other relevant subsidiaries to, credit to Continuing Employees the amount of vacation time that such employees had accrued under the employee benefit plansPaid-Time Off Program set forth on a schedule to the Merger Agreement, programs and arrangements as of the Company and its Subsidiaries during Effective Time; provided, however, that Parent, the portion Surviving Corporation or any other subsidiaries shall not be obligated to continue such Paid-Time Off Program beyond the last day of the relevant plan calendar year including in which the Closing DateDate occurs.

Employment and Employee Benefits. (a) Parent Effective as of 12:01 am on the Closing Date (the "Termination Effective Time"), Seller shall cause the Surviving Corporation and its subsidiaries to provide employment with Seller of all employees of the Company Business ("Business Employees"), except Disabled Employees or Workers' Compensation Employees (as defined below), to be terminated and its Subsidiaries (the “Company Employees”) for the period Buyer shall offer employment, effective immediately, subject to completion of twelve (12) months immediately following the Closing Datean application, (i) at least the same level verification of base salary and hourly wages as in effect on the Closing Date, and (ii) benefits that are substantially comparable, eligibility to work in the aggregateUnited States, passing any applicable drug-testing and any other requirement of law, to all such Business Employees on terms and conditions as determined by Buyer. As of the Termination Effective Time, Business Employees shall cease to accrue or enjoy benefits under the Benefit Plans and shall commence accrual of benefits and participation in those compensation and employee benefit plans and benefit arrangements maintained by Buyer in which they are eligible to participate in accordance with the terms of such plans. Seller shall be solely responsible for any liability, claim or expense with respect to employment, termination of employment, compensation or employee benefits of any nature (including, but not limited to the benefits to be provided by under the Company Benefit Plans) owed to any Business Employees (or the beneficiary of any Business Employee) that arises out of or relates to the employment relationship between the Seller and its Affiliates to Company Employees any such employee or former employee prior to the Closing Date; providedTermination Effective Time or the termination of such relationship. Without limiting the foregoing, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation Seller shall be responsible for (1) the payment of any severance payment or benefits provided prior that become due to any employee or former employee as a result of the termination of such employee or former employee by Seller and (2) subject to Buyer's obligations in this Section 4.14, COBRA coverage for employees of the Business and their covered dependents who had or have a loss of coverage due to a "qualifying event" (within the meaning of Section 603 of ERISA) due to a termination of employment by Seller (including termination of employment contemplated by this Agreement). Seller shall not take any action or cause any action to be taken that would trigger liability to Buyer with respect to any M&A qualified beneficiary within the meaning of Section 54.4980B-9 of the Treasury Regulations. Buyer shall not continue or assume any employee benefit plan or program of the Business (including, but not limited to the Closing Date shall be taken into account for purposes of this covenantBenefit Plans). From and after the Closing Datecommencement of their employment with Buyer, Parent or one of its Affiliates shall honor, and shall cause the Surviving Corporation Buyer agrees to honor, in accordance with their terms, provide coverage under Parent's employee health insurance plan to all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable to any current or former employees or directors of the Company, subject Business Employees to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one same extent provided to similarly situated employees of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, all limitations as to pre-existing and at-work conditions, if any, with respect to participation and coverage requirements applicable to Company Employees under any welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliates, and (ii) provide credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses paid by such employees under the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including the Closing DateBuyer.

Employment and Employee Benefits. Buyer and the Acquired Companies will be solely responsible for all termination and severance benefits, costs, charges and liabilities of any nature incurred with respect to the termination or the modification of any employment agreement of a Company Employee after the Sale Time (asubject to the Selling Parties' obligations under this Agreement to the extent any of the same constitute Closing Date Indebtedness or Selling Expenses), including, assuming the accuracy of the Selling Parties' representations and warranties set forth in Section 3.12(f), any Claims arising out of or relating to any plant closing, mass layoff, or similar event under the WARN Act occurring after the Sale Time. The Acquired Companies Benefit Plans in effect immediately prior to the Sale Time, as identified in Section 3.11(a) Parent shall cause the Surviving Corporation and its subsidiaries to provide employees of the Company and its Subsidiaries (Disclosure Schedule, shall initially continue to be maintained by the “Company Employees”) for the period of twelve (12) months applicable Acquired Companies immediately following the Closing Date, (i) at least Sale Time and the same level of base salary and hourly wages as Acquired Companies shall take all actions necessary to keep such Benefit Plans in effect on the Closing Date, same terms as such Benefit Plans existed and (ii) benefits that are substantially comparable, in the aggregate, to the benefits provided by the Company and its Affiliates to Company Employees were operated prior to the Closing Date; providedSale Time, however, that no defined benefit pension, post-retirement medical, equity-based, retention, change-in-control or other special or non-recurring compensation or benefits provided prior to after which time the Closing Date Company Employees shall be taken into account transitioned to applicable Buyer Plans. Upon transition of any Company Employee to any benefit plan, program, practice, policy and arrangement maintained by Buyer or any of its Subsidiaries or Affiliates following the Sale Time (the "Buyer Plans"), the Buyer Parties and their Subsidiaries and Affiliates shall treat, and shall cause each Buyer Plan in which such Company Employee (or the spouse, domestic partner or any dependent of any Company Employee) participates or is eligible to participate to treat, for purposes of this covenanteligibility to participate, vesting and accrual of and entitlement to benefits (other than accrual of benefits under any "defined benefit plan," as defined in Section 3(35) of ERISA), all service with the Acquired Companies as service with the Buyer Parties and their Subsidiaries and Affiliates. From and With respect to any Buyer Plan that is a welfare plan maintained by the Buyer Parties or their Affiliates in which the Company Employees will be eligible to participate after the Closing DateClosing, Parent or one of its Affiliates shall honorthe Buyer Parties shall, and shall cause the Surviving Corporation Acquired Companies to honor, in accordance with their terms, all employment, retention and severance agreements and all severance, incentive and bonus plans, programs and arrangements as in effect on the Closing Date that are applicable use commercially reasonable efforts to any current or former employees or directors of the Company, subject to the terms and conditions, including the amendment and termination provisions, thereof. Parent or one of its Affiliates shall recognize the service of the Company Employees with the Company and its Affiliates prior to the Closing Date as service with Parent and its Affiliates in connection with any pension or welfare benefit plans and policies (including vacations, paid time-off, and holiday policies) maintained by Parent or one of its Affiliates (each, a “Parent Plan”) which is made available following the Closing Date by Parent or one of its Affiliates for purposes of any waiting period, vesting, eligibility, benefit entitlement and benefit accrual, provided that service credit shall not be required with respect to benefit accruals under any defined benefit pension plan, or to the extent that service credit would result in a duplication of benefits. Parent shall, or shall cause its Affiliates to, to the extent commercially and administratively practicable, (i) waive, or cause its insurance carriers to waive, waive all limitations as to pre-existing preexisting conditions and at-work conditions, if any, exclusions with respect to participation and coverage requirements applicable to such Company Employees to the extent such conditions and exclusions were satisfied or did not apply to such Company Employees, prior to the Closing, under any comparable Buyer Plans that are welfare benefit plan (as defined in Section 3(1) of ERISA) which is made available to Company Employees following the Closing Date by Parent or one of its Affiliatesplans, and (ii) provide each Company Employee with credit to Company Employees for any co-payments, deductibles and out-of-pocket expenses requirements paid by such employees under for the employee benefit plans, programs and arrangements of the Company and its Subsidiaries during the portion of the relevant plan year including that includes the Closing Date under a Buyer Plan that is a welfare plan in satisfying any comparable deductible or out-of-pocket requirements to the extent applicable under any comparable plan following the Closing Date with respect to the plan year that includes the Closing Date. The Buyer Parties will incorporate each Company Employee's current hire date for benefit purposes to ensure that no gaps in coverage or benefits occur. Nothing in this Agreement shall prevent or limit the Buyer's ability to modify, merge, terminate or otherwise discontinue any Benefit Plan after the Sale Time. Nothing in this Section 9.08 (i) is intended to, or shall be construed to, confer upon any Company Employee or any other Person other than the parties any rights or remedies under this Agreement, or (ii) shall establish, amend or be deemed to establish or amend any Benefit Plan or any benefit plan, program, policy or arrangement of Buyer (or any of its Affiliates) or shall limit the rights of the Acquired Companies, Buyer or any of their respective Affiliates to establish, amend or terminate any Benefit Plan or any other benefit plan, program, policy or arrangement after the Sale Time.