Common use of Welfare Plans Clause in Contracts

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to such Company Employees as of the Closing Date under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occurs.

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditionsThe Company Employees shall cease active participation in the employee benefit plans maintained by Seller, exclusions and service conditions (other than the Company or any Retiree Medical Plans) with respect to participation and coverage requirements of their Affiliates applicable to Company Employees, other than limitations Employees prior to the Closing that were are "welfare plans" (as defined in effect with respect to such Company Employees Section 3(1) of ERISA) as of the Closing Date under ("Seller's Welfare Plans"); provided, however, that at the corresponding Company Benefit Plan or option of Buyer, Buyer may elect, by written notice to Seller, at least twenty-five (25) days prior to the extent that Closing Date, to continue coverage of the Company Employees under any or all of Seller's Welfare Plans specified in such pre-existing condition limitationselection for the period commencing on the Closing Date and ending on a date specified by Buyer (not later than the date set forth in clause (ii) below). If Buyer makes such election, exclusionsBuyer shall reimburse Seller on a monthly basis, actively-at-work requirements within ten (10) Business Days of notification by Seller of the amount of such costs, for the monthly costs incurred in providing such coverage. The costs of coverage shall be determined by Seller in accordance with substantially the same methods and waiting periods would not have been satisfied or waived procedures under the comparable Company Benefit Plan which such costs of coverage were determined by Seller immediately prior to the Effective Time, Closing Date. (ii) honor In no event shall any paymentsCompany Employee continue to be covered under Seller's Welfare Plans after the 60th day following the Closing Date, charges except as required by applicable law or otherwise agreed to in writing by the parties or provided in (iii) or (v) below. (iii) Company Employees who, on the Closing Date, are receiving disability benefits under the Disability Plan shall remain covered under the Disability Plan, subject to the provisions of the Disability Plan, and expenses neither the Company, its Subsidiary, Buyer nor the Partnership shall have any responsibility or liability for the payment of such benefits. Company Employees who have previously satisfied the requirements for retiree medical and/or life insurance coverage provided under Seller's Welfare Plans shall remain eligible for such coverage, subject to the provisions of Seller's Welfare Plans, and neither the Company, its Subsidiary, Buyer nor the Partnership shall have any responsibility or liability for the payment of such benefits. (iv) Seller's Welfare Plans shall retain the liability for all benefit claims which are incurred by Company Employees and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums Former Employees under the corresponding Seller's Welfare Plans prior to the Closing Date, including all claims incurred before the Closing Date, and neither the Company, its Subsidiary, Buyer nor the Partnership shall have any responsibility or liability for the payment of such benefits; provided, however, that (i) the Company Benefit Plan in satisfying any applicable deductiblesshall, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during at the calendar year in which the Effective Time occursClosing, assign to Seller that certain $20,000 deposit held by Apprise Corp., and (iiiii) with respect to any medical plan (other than any Retiree Medical Plan)the Partnership shall, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to at the Closing, Parent will use its reasonable best efforts pay to arrange Seller an amount equal to $667.00 for transition careeach day in the period beginning with 45 52 January 18, whereby such Company Employee may complete 1996, and ending on the applicable course earlier to occur of treatment with (A) the pre-Closing physician Date, (b) February 17, 1996 or other service provider at “in network” rates; provided that (C) the treatment is completed during the calendar year in date on which the Effective Time occursCompany puts into place a new welfare plan providing medical coverage to employees of the Company and its Subsidiary which is acceptable to Buyer and Seller and which then replaces the Seller's Welfare Plan which is providing medical coverage to employees of the Company and its Subsidiary.

Welfare Plans. To (a) Until December 31, 2007, Buyer covenants that it shall (a) assume, adopt and maintain the extent permitted by applicable Lawmedical, Parent will cause each benefit plan dental, health, pharmaceutical, and vision Benefit Plans of Parent the Acquired Companies and its affiliates Subsidiaries, relating to the Business and listed in which any Company Employee participates that is a health or welfare benefit plan Section 7.2 of the Seller Disclosure Schedules (collectively, the “Parent Scheduled Welfare Plans”) and, accordingly, shall thereby continue in full force and effect each Scheduled Welfare Plan subject to (i) waive all limitations as the terms and conditions thereof, to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to the extent such Company Employees Scheduled Welfare Plan is offered as of the Closing Date to the Business Employees and their dependents; or (b) provide all Business Employees and their dependents, with coverage under one or more medical, dental, health, pharmaceutical, and vision benefit plans of Buyer (the “Successor Welfare Plans”), including without limitation health coverage (collectively, “Coverage”), which meets the following requirements as of the Closing Date: (A) the Coverage is substantially identical to the coverage provided under the corresponding Company Benefit Plan or Scheduled Welfare Plans, (B) service with Seller prior to the extent that such Closing Date shall be credited against all service and waiting period requirements under the Successor Welfare Plans, (C) the Successor Welfare Plans shall not provide any pre-existing condition limitations, exclusions, exclusions and actively-at-work requirements and waiting periods would not have been satisfied (except to the extent such exclusions or waived requirements were applicable under the comparable Company Benefit Plan corresponding Scheduled Welfare Plan), and (D) the deductibles and/or co-payments in effect under the Successor Welfare Plans shall be reduced by any deductibles and/or co-payments paid by such employee and/or his or her covered dependents under the Scheduled Welfare Plans for the plan year in which the Closing Date occurs. Notwithstanding anything to the contrary herein, Buyer covenants that it shall assume, adopt and maintain the Scheduled Welfare Plans until at least November 30, 2007 for the benefit of Seller and/or Renegy employees to the extent such Scheduled Welfare Plans are offered as of immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or employees and their dependents, and, accordingly, such Scheduled Welfare Plans shall thereby continue in full force and effect until at least November 30, 2007, subject to the extent terms and conditions thereof; provided, that nothing herein shall obligate Buyer to pay any premiums in respect of such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would Scheduled Welfare Plans for any employees that are not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time. In addition, to the extent Business Employees. (b) Buyer agrees that any Company Employee has begun a course workers’ compensation benefits for Business Employees shall be the sole obligation of treatment with a physician Buyer and not Seller (whether related to claims incurred before, on or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to after the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursDate).

Welfare Plans. To Parent shall, or shall cause the extent permitted by applicable LawCompany and the Surviving Corporation to, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates take all necessary action so that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to there shall be (i) waive waived all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) waiting periods with respect to participation and coverage requirements applicable to the Retained Employees and former employees of the Company Employeesand its Subsidiaries and the spouses, dependents and other beneficiaries of such persons under any welfare or fringe benefit plan that any such persons may be eligible to participate in after the consummation of the Offer, other than limitations or waiting periods that were are in effect with respect to such Company Employees persons and that have not been satisfied as of the Closing Date consummation of the Offer under the corresponding Company Benefit Plan welfare or to the extent that fringe benefit plan maintained for such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan persons immediately prior to the Effective Time, consummation of the Offer and are not satisfied thereafter and (ii) honor provided each such person credit for any payments, charges co-payments and expenses deductibles paid by such person for the applicable plan year prior to the consummation of such Company Employees (and their eligible dependents) that were applied toward the Offer in satisfying any applicable deductible and or out-of-pocket maximums requirements under any welfare plans that such person is eligible to participate in after the corresponding consummation of the Offer. Parent shall, or shall cause the Company Benefit Plan in satisfying any applicable deductiblesand the Surviving Corporation to, out-of-pocket maximums provide or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, continue to provide (and (iii) with respect to any medical plan (other than any Retiree Medical Plannever terminate), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date pursuant to the extent such employee had satisfied any similar limitation under DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the corresponding Company Benefit Plan or date hereof, retiree medical and other retiree health benefits 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 Benefit Plan persons who are immediately prior to the Effective Time. In addition, to consummation of the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “Offer eligible for such benefits under the EMWA Plan as in network” under a Company Benefit Plan and such course of treatment is not completed effect immediately prior to the Closingconsummation of the Offer, Parent will use its reasonable best efforts or who would immediately prior to arrange the consummation of the Offer be eligible therefor but for transition carethe fact that they, whereby such Company Employee may complete or the applicable course of treatment person with respect to whom they are a dependent, had not yet terminated employment with the pre-Closing physician Company and its Subsidiaries, or who will or would within twelve months after the consummation of the Offer be so eligible therefor (such eligibility to be determined based on the terms of the EMWA Plan as in effect immediately prior to the date of this Agreement). Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, medical and other health benefits to persons who incur or are dependents of persons who incur an illness or other service provider disability or leave of absence, or are dependents of persons who die, prior to the consummation of the Offer and who are at “such time, or would be after such time, according to the terms of the EMWA Plan as in network” rates; provided effect immediately prior to such time, eligible for benefits under such plan due to such illness or other disability or leave of absence or death. Parent shall take all necessary action so that no amount held at any particular time by the treatment trustee pursuant to the terms of EMWA Trust Agreement entered into between First National Bank in DeKalb and the Company (the "EMWA Trust") shall be used for the benefit of any persons other than the group of employees and former employees (and their spouses, dependents and beneficiaries) who contributed, or with respect to whom the Company, the Surviving Corporation and their Subsidiaries contributed, such amounts. In particular, if after the consummation of the Offer any action is completed during taken to change the calendar year in which group of employees and former employees covered by the Effective Time occurs.EMWA Plan, the assets of the EMWA Trust at such time shall only be used for the benefit of the group of employees and former employees (and their

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”a) to Marcam Solutions agrees that: (i) waive it shall assume and be solely responsible for all limitations as to preexisting conditions, exclusions liabilities and service conditions obligations whatsoever of the Company (other than liabilities or obligations funded through insurance or otherwise, the proceeds of which are paid to the Company or to the Marcam Solutions Employee in satisfaction of the liability or obligation) in connection with claims for benefits or compensation (including, but not limited to wages, commissions, bonuses and employment and withholding taxes) by or in respect of Marcam Solutions Employees and their dependents, including severance pay, sick pay, vacation pay, health, life, dental, disability and other welfare benefits, workers' compensation, unemployment compensation, fringe benefits and other legally required employee benefits programs maintained by the Company that is in each case earned, accrued or incurred but not yet paid prior to the Distribution Date (whether known or unknown), and all such amounts arising thereafter and the Company shall cease to have any Retiree Medical Plans) such liability or obligation. Marcam Solutions shall have no liability for any employee of the Company other than a Marcam Solutions Employee. With respect to disability benefits, Marcam Solutions shall assume and be solely responsible for all disability payments with respect to participation Transferred Employees (including Transferred Employees who are on short- or long-term disability absences on or prior to the Distribution Date) payable on or after the Distribution Date; (ii) it shall assume and coverage requirements applicable to be solely responsible for all liabilities and obligations whatsoever of the Company Employees, other than limitations that were in effect connection with respect to such the Company vacation plan for the unused vacation benefits of all Transferred Employees as of the Closing Date under the corresponding Company Benefit Plan or Distribution Date, and shall adopt a vacation plan substantially similar to the extent Company's current vacation plan as of the Distribution Date; and (iii) it shall reimburse the Company on at least a quarterly basis for the Company's net costs (excluding internal administration costs) arising from the Company's payments of workers' compensation benefits and liabilities on or after the Distribution Date payable to or with respect to Marcam Solutions Employees for whom the Company has an obligation to make such payments after the Distribution Date and for which the Company has not received any reimbursement either from Marcam Solutions or from insurance. In calculating the amounts due the Company in any period in respect of the Company's payments of benefits or liabilities with respect to Transferred Employees, the parties shall obtain from the insurer(s) managing such programs an accounting showing the benefits and liabilities in respect of each Transferred Employee that is the subject such pre-existing condition limitationsbenefits and liabilities. (b) Marcam Solutions further agrees that it shall take, exclusionsor cause to be taken all action necessary and appropriate: (i) to establish, actively-at-work requirements effective for a period commencing on or before the Distribution Date and waiting periods would not have been satisfied or waived under continuing until at least December 31, 1997, for the comparable benefit of Transferred Employees while such employees are employed by Marcam Solutions, employee welfare benefit plans substantially similar to those welfare benefit plans covering employees of the Company Benefit Plan immediately prior to the Effective TimeDistribution Date. Marcam Solutions shall recognize all employment service and earnings of a Transferred Employee recognized by the Company as employment service and earnings of Marcam Solutions for purposes of applying the provisions of any Marcam Solutions welfare benefit plan or similar program, including any vacation plan or program, where the Transferred Employee's benefits thereunder are a function of the employee's service or earnings or a combination thereof; (ii) honor any paymentson or before the Distribution Date, charges to adopt as a successor employer, the Marcam Solutions Flexible Benefit Plan, which shall have the same terms and expenses conditions as the Marcam Flexible Benefits Plan, including the health care reimbursement account and dependent daycare reimbursement account covering the Transferred Employees, as if such Transferred Employees' employment with Marcam Solutions was a continuation of such Company Employees their employment with the Company. All liabilities relating to the Transferred Employees' rights and benefits described in this clause (and their eligible dependentsii) that were applied toward shall be assumed by Marcam Solutions as of the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occursDistribution Date, and the Company shall cease to have any such liability or obligation therefor. As soon as practicable following the date that the required data is available, the Company shall transfer to Marcam Solutions the aggregate net amounts credited to the health care reimbursement and dependent care reimbursement account of the Transferred Employees accounts as of the Distribution Date. Marcam Solutions shall also adopt a dependent care reimbursement plan and medical expense reimbursement plan identical to that offered by the Company and covering Transferred Employees as if such Transferred Employees' employment was a continuation of their employment with the Company. (iii) to provide the benefit coverage otherwise necessary to assume the liabilities and obligations that are or shall become the responsibility of Marcam Solutions under this Section 4.03; and (iv) to make legally required contributions or payments pursuant to any law providing for workers' compensation, unemployment compensation, disability benefits or other legally required employee benefit programs with respect to Transferred Employees, and to retain any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation accounts or evidence of insurability requirement that would otherwise be applicable reserves relative to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or to the extent that benefits held solely by Marcam Solutions for such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective TimeTransferred Employees. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment connection with the pre-Closing physician foregoing, the Company agrees to provide Marcam Solutions or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursits designated insurance representatives with such information as may be reasonably requested by Marcam Solutions and necessary for Marcam Solutions to assume, establish or maintain such plans, funding arrangements, and benefit coverage.

Welfare Plans. To (A) Each Hired Employees shall cease participating in all Welfare Plans, programs, payroll practices or arrangements maintained by Seller as of 12:01 a.m. on such Hired Employee's Plan Eligibility Date, unless a different date is required by law. Under all of such plans, programs or arrangements, a Hired Employee's service as recognized under the comparable Seller plans, programs, payroll practices and arrangements will be credited as service with Buyer for purposes of determining participation and benefit levels thereunder to the same extent as credited by Seller, unless otherwise prohibited by law or the terms of any of Buyer's plans and programs that cannot reasonably be amended. (B) Buyer will offer coverage for medical and dental benefits, group life insurance, and short-term and long-term disability insurance coverage as of 12:01 a.m. on the day following the Plan Eligibility Date to each Hired Employee and his or her dependents (as that term is defined by the respective Buyer plans) in accordance with the terms of the relevant Buyer benefit plans (including any term excluding a class of employees from eligibility for such plan), except to the extent permitted by applicable Lawprovided for herein or, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Overseas Employees, other than limitations that were in effect as required by law. Buyer will waive any applicable waiting periods for participation under such plans and will impose no limitation on coverage or participation with respect to such Company Employees as of the Closing Date under the corresponding Company Benefit Plan or to the extent that such a pre-existing condition limitationsof a Hired Employee or his or her dependents, exclusions, actively-at-work requirements and waiting periods would not have been satisfied provided that such Hired Employee or waived under the comparable Company Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses dependent of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Hired Employee following the Closing Date to the extent such employee had has satisfied any similar limitation under the corresponding Company Benefit Plan or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived limitation under the comparable Company Benefit Plan immediately prior Seller Plan, and that such Hired Employee or his or her dependent enroll in the relevant Buyer benefit plan upon initial eligibility as specified in such plans. Buyer and Seller shall coordinate (or cause insurance carriers or third party administrators to coordinate) medical benefits claims for Hired Employees under their respective plans so as to carry out the Effective Time. In addition, provisions above with respect to Buyer's medical benefits and carry out the extent that any Company Employee has begun a course other applicable provisions of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursthis Agreement.

Welfare Plans. To the extent permitted by applicable Law, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”a) to Marcam Solutions agrees that: (i) waive it shall assume and be solely responsible for all limitations as to preexisting conditions, exclusions liabilities and service conditions obligations whatsoever of the Company (other than liabilities or obligations funded through insurance or otherwise, the proceeds of which are paid to the Company or to the Marcam Solutions Employee in satisfaction of the liability or obligation) in connection with claims for benefits or compensation (including, but not limited to wages, commissions, bonuses and employment and withholding taxes) by or in respect of Marcam Solutions Employees and their dependents, including severance pay, sick pay, vacation pay, health, life, dental, disability and other welfare benefits, workers' compensation, unemployment compensation, fringe benefits and other legally required employee benefits programs maintained by the Company that is in each case earned, accrued or incurred but not yet paid prior to the Distribution Date (whether known or unknown), and all such amounts arising thereafter and the Company shall cease to have any Retiree Medical Plans) such liability or obligation. Marcam Solutions shall have no liability for any employee of the Company other than a Marcam Solutions Employee. With respect to disability benefits, Marcam Solutions shall assume and be solely responsible for all disability payments with respect to participation Transferred Employees (including Transferred Employees who are on short or long term disability absences on or prior to the Distribution Date) payable on or after the Distribution Date; (ii) it shall assume and coverage requirements applicable to be solely responsible for all liabilities and obligations whatsoever of the Company Employees, other than limitations that were in effect connection with respect to such the Company vacation plan for the unused vacation benefits of all Transferred Employees as of the Closing Date under the corresponding Company Benefit Plan or Distribution Date, and shall adopt a vacation plan substantially similar to the extent Company's current vacation plan as of the Distribution Date; and (iii) it shall reimburse the Company on at least a quarterly basis for the Company's net costs (excluding internal administration costs) arising from the Company's payments of workers' compensation benefits and liabilities on or after the Distribution Date payable to or with respect to Marcam Solutions Employees for whom the Company has an obligation to make such payments after the Distribution Date and for which the Company has not received any reimbursement either from Marcam Solutions or from insurance. In calculating the amounts due the Company in any period in respect of the Company's payments of benefits or liabilities with respect to Transferred Employees, the parties shall obtain from the insurer(s) managing such programs an accounting showing the benefits and liabilities in respect of each Transferred Employee that is the subject such pre-existing condition limitationsbenefits and liabilities. (b) Marcam Solutions further agrees that it shall take, exclusionsor cause to be taken all action necessary and appropriate: (i) to establish, actively-at-work requirements effective for a period commencing on or before the Distribution Date and waiting periods would not have been satisfied or waived under continuing until at least December 31, 1997, for the comparable benefit of Transferred Employees while such employees are employed by Marcam Solutions, employee welfare benefit plans substantially similar to those welfare benefit plans covering employees of the Company Benefit Plan immediately prior to the Effective TimeDistribution Date. Marcam Solutions shall recognize all employment service and earnings of a Transferred Employee recognized by the Company as employment service and earnings of Marcam Solutions for purposes of applying the provisions of any Marcam Solutions welfare benefit plan or similar program, including any vacation plan or program, where the Transferred Employee's benefits thereunder are a function of the employee's service or earnings or a combination thereof; (ii) honor any paymentson or before the Distribution Date, charges to adopt as a successor employer, the Marcam Solutions Flexible Benefit Plan, which shall have the same terms and expenses conditions as the Marcam Flexible Benefits Plan, including the health care reimbursement account and dependent daycare reimbursement account covering the Transferred Employees, as if such Transferred - 29 - Employees' employment with Marcam Solutions was a continuation of such Company Employees their employment with the Company. All liabilities relating to the Transferred Employees' rights and benefits described in this clause (and their eligible dependentsii) that were applied toward shall be assumed by Marcam Solutions as of the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occursDistribution Date, and the Company shall cease to have any such liability or obligation therefor. As soon as practicable following the date that the required data is available, the Company shall transfer to Marcam Solutions the aggregate net amounts credited to the health care reimbursement and dependent care reimbursement account of the Transferred Employees accounts as of the Distribution Date. Marcam Solutions shall also adopt a dependent care reimbursement plan and medical expense reimbursement plan identical to that offered by the Company and covering Transferred Employees as if such Transferred Employees' employment was a continuation of their employment with the Company. (iii) to provide the benefit coverage otherwise necessary to assume the liabilities and obligations that are or shall become the responsibility of Marcam Solutions under this Section 4.03; and (iv) to make legally required contributions or payments pursuant to any law providing for workers' compensation, unemployment compensation, disability benefits or other legally required employee benefit programs with respect to Transferred Employees, and to retain any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation accounts or evidence of insurability requirement that would otherwise be applicable reserves relative to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or to the extent that benefits held solely by Marcam Solutions for such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective TimeTransferred Employees. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment connection with the pre-Closing physician foregoing, the Company agrees to provide Marcam Solutions or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursits designated insurance representatives with such information as may be reasonably requested by Marcam Solutions and necessary for Marcam Solutions to assume, establish or maintain such plans, funding arrangements, and benefit coverage.

Welfare Plans. To (a) As of the extent permitted by applicable LawApplicable Transfer Time, Parent will cause Seller shall take all such actions as may be necessary to ensure that each Transferred Employee shall cease participation in the health and welfare benefit plan plans (other than, for the avoidance of Parent doubt, Transferred Subsidiary Benefit Plans and Assumed Plans) of Seller and its affiliates Affiliates (each, a “Seller Welfare Plan”) and Buyer shall take all such actions as may be necessary to allow such Transferred Employees the opportunity to commence participation in which any Company Employee participates that is a the health or and welfare benefit plans maintained, administered or contributed to by Buyer and its Subsidiaries. Seller and its Affiliates shall be responsible for providing benefits in respect of claims incurred under a Seller Welfare Plan for Transferred Employees and their beneficiaries and dependents prior to the Applicable Transfer Time. Benefits in respect of all welfare plan (collectivelyclaims incurred by Transferred Employees at or after the Applicable Transfer Time shall be provided by Buyer and its Affiliates. For purposes of this Section 9.11, the “Parent Welfare Plans”) following claims shall be deemed to be incurred as follows: (i) waive life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits and (ii) health or medical, dental, vision care and/or prescription drug benefits, upon provision of the applicable services, materials or supplies. (b) Notwithstanding the foregoing or anything else contained in this Agreement to the contrary, (1) Seller shall be solely responsible for compliance with the requirements of Section 4980B of the Code and part 6 of subtitle B of Title I of ERISA (such provisions of the Code and ERISA collectively referred to as “COBRA”), including, without limitation, the provision of continuation coverage (within the meaning of COBRA), with respect to all limitations as employees and former employees of the Business, and their respective spouses and dependents, for whom a qualifying event (within the meaning of COBRA) occurs at any time on or prior to preexisting conditions, exclusions and service conditions the Closing Date under any group health plan of Seller or its Affiliates (other than any Retiree Medical Plansa Transferred Subsidiary Benefit Plan or an Assumed Plan), and (2) Buyer shall be solely responsible for compliance with the requirements of COBRA, including the provision of continuation coverage (within the meaning of COBRA), with respect to participation all Transferred Employees and coverage requirements applicable their respective spouses and dependents for whom a qualifying event (within the meaning of COBRA) occurs at any time after the Closing Date (and for any Business Employees to Company Employeeswhom Buyer does not extend a Qualifying Offer and whose termination occurs on the Closing Date) under any group health plan of Buyer or its Affiliates (including a Transferred Subsidiary Benefit Plan or an Assumed Plan). Seller shall promptly reimburse Buyer for all Liabilities incurred by Buyer for which Seller is responsible pursuant to this Section 9.11(b), and Buyer shall promptly reimburse Seller for all Liabilities incurred by Seller for which Buyer is responsible pursuant to this Section 9.11(b). For clarity, in the case of any self-insured group health plan, the amount of the Liabilities required to be reimbursed by either party pursuant to this Section 9.11(b) shall reflect the cost of the claims incurred by the other party, rather than limitations that were in effect with respect to such Company Employees the COBRA premium. (c) Notwithstanding any other provision of this Agreement, any Business Employee who as of the Closing Date is on (x) long-term disability under a long-term disability plan or program sponsored by Seller or one of its Affiliates (other than by a Transferred Subsidiary) shall remain on such plan or program until such Business Employee is able to return to full time active employment, at which time such Business Employee shall return to full time active employment with a Transferred Subsidiary or with another Affiliate of Buyer or (y) short-term disability under a short-term disability plan or program sponsored by Seller or one of its Affiliates (other than a Transferred Subsidiary) shall be covered by a short-term disability plan or #88639600v31 program (and, if applicable and if permitted by the corresponding Company Benefit Plan applicable long-term disability provider, upon expiration of the applicable long-term disability period, a long term disability plan or program) sponsored by Buyer or one of its Affiliates (and Buyer shall use commercially reasonable efforts to cause its long-term disability providers to permit such transition, but if the provider does not, then any such employee who transitions to long-term disability shall remain under Sellers long-term disability plan or program) . For the avoidance of doubt, Seller’s and Buyer’s respective obligations under this Section 9.11 shall be subject to the extent that such pre-existing condition limitationsTransition Services Agreement, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior where applicable. (d) With respect to the Effective Time, (ii) honor Transferred Employees’ participation in any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Seller Welfare Plan during for the calendar plan year in which the Effective Applicable Transfer Time occurs, Buyer shall be responsible for filing with the Internal Revenue Service the information reports required under Sections 6055 and (iii) 6056 of the Code and, at Seller’s request, Buyer shall provide Seller with the information contained in such reports to the extent permitted by Applicable Law. Seller will reasonably cooperate and assist Buyer in the filing of such reports and will provide Buyer with any information that Buyer may reasonably request with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence the preparation of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursreports.

Welfare Plans. To (a) Until December 31, 2007, Buyer covenants that it shall (a) assume, adopt and maintain the extent permitted by applicable Lawmedical, Parent will cause each benefit plan dental, health, pharmaceutical, and vision Benefit Plans of Parent the Acquired Company and its affiliates Subsidiaries, relating to the Business and listed in which any Company Employee participates that is a health or welfare benefit plan Section 7.2 of the Seller Disclosure Schedules (collectively, the “Parent Scheduled Welfare Plans”) and, accordingly, shall thereby continue in full force and effect each Scheduled Welfare Plan subject to (i) waive all limitations as the terms and conditions thereof, to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to the extent such Company Employees Scheduled Welfare Plan is offered as of the Closing Date to the Acquired Employees and their dependents; or (b) provide all Acquired Employees and their dependents, with coverage under one or more medical, dental, health, pharmaceutical, and vision benefit plans of Buyer (the “Successor Welfare Plans”), including without limitation health coverage (collectively, “Coverage”), which meets the following requirements as of the Closing Date: (A) the Coverage is substantially similar in the aggregate to the coverage provided under the corresponding Company Benefit Plan or Scheduled Welfare Plans, (B) service with Seller prior to the extent that such Closing Date shall be credited against all service and waiting period requirements under the Successor Welfare Plans, (C) the Successor Welfare Plans shall not provide any pre-existing condition limitations, exclusions, exclusions and actively-at-work requirements and waiting periods would not have been satisfied (except to the extent such exclusions or waived requirements were applicable under the comparable Company corresponding Scheduled Welfare Plan or otherwise required by the Successor Welfare Plan), and (D) the deductibles and/or co-payments in effect under the Successor Welfare Plans shall be reduced by any deductibles and/or co-payments paid by such employee and/or his or her covered dependents under the Scheduled Welfare Plans for the plan year in which the Closing Date occurs. Except as provided herein, nothing in this Agreement shall limit the rights of Buyer to amend, modify or terminate any particular plan or program. (b) Buyer agrees that any workers’ compensation benefits for Acquired Employees shall be the sole obligation of Buyer and not Seller (whether related to claims incurred before, on or after the Closing Date), to the extent Buyer acquires the underlying insurance policies. (c) Until December 31, 2007, Buyer shall provide any Acquired Employee participating in Seller’s health care reimbursement and dependent care assistance Benefit Plans with a health care reimbursement and dependent care assistance benefit plan of Buyer that is substantially identical to the coverage provided under the Seller’s Benefit Plan or allow Acquired Employees to enroll in Buyer’s health care reimbursement and dependent care assistance plans. Promptly after the Closing Date, Seller shall transfer and Buyer shall accept the health care reimbursement and dependent care assistance account elections, liabilities and accounts (maintained pursuant to IRC Sections 105 and 129) of the Acquired Employees under Seller’s Benefit Plan. Promptly after the Closing Date, Seller shall cause to be transferred to Buyer the aggregate net cash amount (determined immediately prior to the Effective Time, Closing) for contributions paid (iibut not yet reimbursed) honor any payments, charges and expenses by or on behalf of such Company the Acquired Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Seller’s Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occurs.

Welfare Plans. To As of the extent permitted by applicable LawApplicable Transfer Time, Parent will cause each Transferred Employee shall cease participation in the health and welfare benefit plan plans (other than, for the avoidance of Parent doubt, Purchased Subsidiary Benefit Plans and Assumed Plans) of Seller and its affiliates Affiliates (each, a “Seller Welfare Plan”) and commence participation in which any Company Employee participates that is the health and welfare benefit plans maintained, administered or contributed to by Buyer and its Subsidiaries. Seller and its Affiliates shall be responsible for providing benefits in respect of claims incurred under a Seller Welfare Plan for Transferred Employees and their beneficiaries and dependents prior to the Applicable Transfer Time. Benefits in respect of all welfare plan claims incurred by Transferred Employees at or after the Applicable Transfer Time shall be provided by Buyer and its Affiliates. For purposes of this Section 9.11, the following claims shall be deemed to be incurred as follows: (a) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death or accident giving rise to such benefits, (b) health or welfare benefit plan medical, dental, vision care and/or prescription drug benefits, upon provision of the applicable services, materials or supplies, (collectivelyc) in the case of hospitalization, the “Parent Welfare Plans”) to upon commencement of hospitalization and (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plansd) with respect to participation short- and coverage requirements applicable long-term disability benefits, upon the date of an individual’s disability, as determined by the disability benefit insurance carrier or claim administrator, giving rise to Company Employeessuch claim or expense. For the avoidance of doubt, other than limitations that were Seller’s and Buyer’s respective obligations pursuant to this Section 9.11 shall be subject to the Transition Services Agreement. Notwithstanding anything in effect this Agreement to the contrary, solely for purposes of this Section 9.11 with respect to such Company Employees a Purchased Subsidiary Business Employee who, as of the Closing Date Date, is receiving short-term or long-term disability benefits under a Seller Welfare Plan, such employee shall continue to receive such benefits under such Seller Welfare Plan until the corresponding Company Benefit Plan or to the extent date 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 Benefit Plan immediately prior employee returns to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursemployment.

Welfare Plans. To For the period commencing on the Closing Date and ending on December 31, 2016: (i) the Purchaser shall cause each Transferred Employee to be entitled to receive health and welfare benefits that are no less favorable in the aggregate than those employee health and welfare benefits the Transferred Employee was entitled to receive under the health and welfare benefit plans of the Sellers immediately prior to the Closing, at employee contribution rates that are substantially similar in the aggregate to the employee contribution rates under the Sellers’ health and welfare benefit plans immediately prior to the Closing; (ii) to the extent permitted by under the Purchaser’s plans, the Purchaser shall waive any waiting periods, pre-existing condition exclusions or limitations, evidence of insurability or good health or actively-at-work exclusions otherwise applicable Lawto any Transferred Employees or their dependents or beneficiaries under any welfare benefit plans, Parent will cause each benefit as defined in Section 3(l) of ERISA (whether or not such plan of Parent and its affiliates is subject to ERISA), similar state statute or applicable foreign Law in which any Company Employee participates that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) such Transferred Employees may be eligible to (i) waive all limitations as to preexisting conditions, exclusions and service conditions participate (other than to the extent applicable under the Plans prior to Closing); and (iii) to the extent permitted under the Purchaser’s plans, the Purchaser shall provide or cause to be provided that any Retiree Medical Planscosts or expenses incurred by the Transferred Employees (and their respective dependents and beneficiaries) with respect up to participation (and including) the Closing Date shall be specifically applied for purposes of satisfying applicable deductible, co-payment, coinsurance, maximum out-of-pocket provisions and like adjustments or limitations on coverage requirements applicable under any such welfare benefit plans. Except as set forth under Section 6.01(e), the Purchaser shall be responsible under its employee welfare benefit plans for all amounts payable by reason of claims incurred by Transferred Employees and their eligible dependents and beneficiaries at any time after the Closing Date. Except to Company Employeesthe extent the Plan continues to be sponsored by one of the Companies or the Subsidiaries, other than limitations that were in effect with respect the Sellers shall remain responsible for any medical insurance benefit claims incurred by Business Employees prior to such Company Employees as of the Closing Date under the corresponding Company Benefit Plan Plans. For purposes of this Section 6.03, “medical insurance benefit claims” shall not include claims for workers compensation benefits, disability benefits, sick pay benefits or to supplemental pay benefits. A claim shall be deemed incurred when the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements service is performed for medical claims and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under when a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange hospital stay commences for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occurshospitalization.

Welfare Plans. To Parent shall, or shall cause the extent permitted by applicable LawCompany and the Surviving Corporation to, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates take all necessary action so that is a health or welfare benefit plan (collectively, the “Parent Welfare Plans”) to there shall be (i) waive waived all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) waiting periods with respect to participation and coverage requirements applicable to the Retained Employees and former employees of the Company Employeesand its Subsidiaries and the spouses, dependents and other beneficiaries of such persons under any welfare or fringe benefit plan that any such persons may be eligible to participate in after the consummation of the Offer, other than limitations or waiting periods that were are in effect with respect to such Company Employees persons and that have not been satisfied as of the Closing Date consummation of the Offer under the corresponding Company Benefit Plan welfare or to the extent that fringe benefit plan maintained for such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Company Benefit Plan persons immediately prior to the Effective Time, consummation of the Offer and are not satisfied thereafter and (ii) honor provided each such person credit for any payments, charges co-payments and expenses deductibles paid by such person for the applicable plan year prior to the consummation of such Company Employees (and their eligible dependents) that were applied toward the Offer in satisfying any applicable deductible and or out-of-pocket maximums requirements under any welfare plans that such person is eligible to participate in after the corresponding consummation of the Offer. Parent shall, or shall cause the Company Benefit Plan in satisfying any applicable deductiblesand the Surviving Corporation to, out-of-pocket maximums provide or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, continue to provide (and (iii) with respect to any medical plan (other than any Retiree Medical Plannever terminate), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date pursuant to the extent such employee had satisfied any similar limitation under DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the corresponding Company Benefit Plan or date hereof, retiree medical and other retiree health benefits 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 Benefit Plan persons who are immediately prior to the Effective Time. In addition, to consummation of the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “Offer eligible for such benefits under the EMWA Plan as in network” under a Company Benefit Plan and such course of treatment is not completed effect immediately prior to the Closingconsummation of the Offer, Parent will use its reasonable best efforts or who would immediately prior to arrange the consummation of the Offer be eligible therefor but for transition carethe fact that they, whereby such Company Employee may complete or the applicable course of treatment person with respect to whom they are a dependent, had not yet terminated employment with the pre-Closing physician Company and its Subsidiaries, or who will or would within twelve months after the consummation of the Offer be so eligible therefor (such eligibility to be determined based on the terms of the EMWA Plan as in effect immediately prior to the date of this Agreement). Parent shall, or shall cause the Company and the Surviving Corporation to, provide or continue to provide (and never terminate), pursuant to the DEKALB Genetics Corporation Retiree Health Care Plan as in effect on the date hereof, medical and other health benefits to persons who incur or are dependents of persons who incur an illness or other service provider disability or leave of absence, or are dependents of persons who die, prior to the consummation of the Offer and who are at “such time, or would be after such time, according to the terms of the EMWA Plan as in network” rates; provided effect immediately prior to such time, eligible for benefits under such plan due to such illness or other disability or leave of absence or death. Parent shall take all necessary action so that no amount held at any particular time by the treatment trustee pursuant to the terms of EMWA Trust Agreement entered into between First National Bank in DeKalb and the Company (the "EMWA Trust") shall be used for the benefit of any persons other than the group of employees and former employees (and their spouses, dependents and beneficiaries) who contributed, or with respect to whom the Company, the Surviving Corporation and their Subsidiaries contributed, such amounts. In particular, if after the consummation of the Offer any action is completed during taken to change the calendar year in which group of employees and former employees covered by the Effective Time occursEMWA Plan, the assets of the EMWA Trust at such time shall only be used for the benefit of the group of employees and former employees (and their spouses, dependents and beneficiaries) covered by the EMWA Plan prior the effective time of such action.

Welfare Plans. To Prior to the extent permitted by applicable LawClosing and effective no ------------- later than the Closing, Parent will Cyprus Amax shall cause each benefit plan of Parent and its affiliates in which any the Company Employee participates that is a health or to establish welfare benefit plans (including plans providing medical, dental, COBRA coverage, vision care, legal services, financial counseling, educational assistance, adoption assistance, employee assistance, long-term disability, short-term disability, group term life and accidental death and dismemberment insurance, group variable universal life, dependent life insurance, business travel accident insurance and a cafeteria plan under Section 125 of the Code with a healthcare spending account and a dependent care spending account) that provide benefits to (collectivelyand assume Liabilities and cafeteria plan spending account balances with respect to) Company Employees (whether current or former) and their dependents. The plans so established by the Company shall be the Company Plans and the Company shall assume, and Buyer and the Company shall indemnify and hold harmless Cyprus Amax, the “Parent Welfare Plans”Continuing Affiliates and the other Cyprus Amax Indemnified Parties against, all obligations and Liabilities under, arising out of or relating to such plans. Buyer shall cause the Company to continue to maintain such plans on and after the Closing, subject to the right to amend or terminate such plans and Section 5.1.1 hereof. Without limiting the generality of the foregoing, effective as of the Closing, the Company shall be responsible and liable for providing the appropriate COBRA notices to Company Employees who experience a "qualifying event" on or after the Closing and for providing (or continuing to provide) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) coverage required under COBRA with respect to participation Company Employees (whether current or former) who experience a "qualifying event" before, on or after the Closing. If Company Employees participate in the welfare benefit plans of Buyer or its Affiliates after the Closing, Buyer shall, or shall cause the Company to, (a) cause any pre-existing conditions or limitations and coverage requirements applicable eligibility waiting periods under any group health plans of Buyer or its Affiliates to Company Employees, other than limitations that were in effect be waived with respect to such the Company Employees as of the Closing Date under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time, (ii) honor any payments, charges and expenses of such Company Employees (and their eligible dependentsdependents and (b) that were applied toward give each Company Employee credit for the deductible plan year in which the transition from the Company Plans to Buyer's or its Affiliate's plans occurs towards applicable deductibles and annual out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and (iii) with respect to any medical plan (other than any Retiree Medical Plan), waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately limits for expenses incurred prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursdate.

Welfare Plans. To the extent permitted by applicable Law(a) The Sellers shall retain responsibility for and continue to pay all hospital, Parent will cause each benefit plan of Parent medical, life insurance, disability, workmens’ compensation expenses and its affiliates in which any Company Employee participates that is a health or benefits under all welfare benefit plan plans, as defined in Section 3(1) of ERISA, maintained by the Sellers and their Affiliates for each Transferred Employee (collectively, the “Parent Welfare Plans”) to (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Planshis or her dependents) with respect to participation and coverage requirements applicable to Company Employeesclaims incurred under such welfare benefit plans, other than limitations that were in effect but shall have no responsibility for any Transferred Employee (or his or her dependents) with respect to such Company Employees as of claims incurred under the Buyer’s welfare benefit plans on or after the Closing Date under the corresponding Company Benefit Plan or Date, except to the extent that such pre-existing condition limitationsrequired by COBRA. For purposes of this Section 12.3, exclusions, actively-at-work requirements and waiting periods would not claims shall be deemed to have been satisfied incurred: (i) with respect to all death or waived under dismemberment claims, on the comparable Company Benefit Plan immediately prior to the Effective Time, actual date of death or dismemberment; (ii) honor any paymentswith respect to all disability claims, charges and expenses on the date the claimant became unable to perform his or her regular duties of such Company Employees (and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent Welfare Plan during the calendar year in which the Effective Time occurs, and employment; (iii) with respect to any medical plan all medical, drug or dental claims, on the date the serviced was received or the supply was purchased by the claimant; and (other than any Retiree Medical Planiv) with respect to workers’ compensation claims, on the date the incident giving rise to the claim occurred. (b) The Buyer agrees that the Transferred Employees will be eligible to participate in the employee benefit plans, programs and arrangements sponsored and maintained by the Buyer or its Subsidiaries or Affiliates (“Buyer Plans”), waive and such Transferred Employees will receive benefits on substantially similar terms and conditions as other employees of the Buyer or its Subsidiaries or Affiliates with similar titles and functions. The Buyer agrees that the Transferred Employees shall be credited for all service with the Sellers and their Affiliates for the purposes of determining the amount of vacation to which the Transferred Employees are entitled under the Buyer’s vacation pay plan. (c) The Buyer agrees to provide the Transferred Employees with COBRA continuation coverage with respect to Transferred Employees (and their covered dependants) in respect of any waiting period limitation “qualifying event” (as defined in Section 4980B of the Code) occurring on or evidence after Closing. The Sellers shall offer COBRA continuation coverage under its group health plans to all other employees of insurability requirement that would otherwise be applicable the Business (and their covered dependents) who experienced or experience a “qualifying event.” (d) The Sellers shall retain all liability to a Company Employee following the Transferred Employees for accrued vacation as of the Closing Date to the extent such employee had satisfied any similar limitation under the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursDate.

Welfare Plans. To Effective as of the extent permitted by applicable LawClosing Date, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health or CPU shall establish employee welfare benefit plan plans maintained by CPU or any of its ERISA Affiliates (collectively, the “Parent "CPU Welfare Plans”) to "), including, but not limited to, medical, dental, disability and group life insurance plans, which shall: (i) waive all limitations as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plans) with respect to participation and provide coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to such Company Employees and their spouses and eligible dependents effective as of the Closing Date under which is substantially similar to coverage provided to similarly-situated employees of CPU's operations in the corresponding Company Benefit Plan or 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 Benefit Plan immediately prior to the Effective TimeUnited States, (ii) honor any payments, charges and expenses of such provide credit to Company Employees (for prior service with the Seller and their eligible dependents) that were applied toward the deductible and out-of-pocket maximums any of its ERISA Affiliates for purposes of any waiting periods under the corresponding Company Benefit Plan in satisfying any applicable deductibles, out-of-pocket maximums or co-payments under a corresponding Parent CPU Welfare Plan during the calendar year in which the Effective Time occursPlans, and (iii) with respect to any medical plan (other than any Retiree Medical Plan)and dental benefits, waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Company Employee following the Closing Date pre-existing condition limitations (to the extent such employee had satisfied any similar limitation limitations were not applicable under the corresponding Company Benefit Plan or 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 Benefit Plan Retained Plans immediately prior to the Effective TimeClosing Date). In additionThe CPU Welfare Plans shall be responsible and liable for all claims for health, accident, sickness and disability benefits and workers compensation claims that are deemed incurred after the Closing Date by Company Employees. Seller and the Retained Plans shall remain responsible and liable for all similar claims that are deemed incurred by Company Employees on or prior to the Closing Date, to the extent that any such claims are otherwise covered by the terms of the Retained Plans. For purposes of this Section 5.21(d): (i) a claim for health benefits (including, without limitation, claims for medical, prescription drug, dental, and vision care expenses) will be deemed to have been incurred on the date on which the related medical service or material was rendered to, prescribed or received by the Company Employee has begun claiming such benefit, (ii) a course claim for sickness or disability benefits or workers compensation will be deemed to have been incurred on the date on which such injury or illness giving rise to such claim occurred, and (iii) in the case of treatment with any claim for benefits other than health benefits and sickness and disability benefits (e.g., life insurance benefits), a physician or other service provider who is considered “in network” under a Company Benefit Plan and claim will be deemed to have been incurred upon the occurrence of the event giving rise to such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursclaim.

Welfare Plans. To Subject to relevant provisions of applicable Cable Group Bargaining Agreements, each Continuing Employee shall be covered as of the extent permitted by applicable LawExchange Time under the terms of any medical, Parent will cause each benefit plan of Parent and its affiliates in which any Company Employee participates that is a health dental, vision, prescription drug, life insurance plans or other welfare benefit plan plans (collectivelywithin the meaning of Section 3(1) of ERISA), which are either, at the “Parent Welfare Plans”) to option of TCI Sub, a transferee of assets of the Company or the manager of the Systems, as applicable, (i) waive all limitations the same or substantially similar to the coverage of such employees prior to the Exchange Time or (ii) maintained by TCI Sub, a transferee of assets of the Company (only as to preexisting conditions, exclusions and service conditions (other than any Retiree Medical Plansthe employees of such transferees) with respect to participation and coverage requirements applicable to Company Employees, other than limitations that were in effect with respect to such Company Employees as or the manager of the Closing Date under Systems for its similarly situated employees ("Replacement Welfare Plans"). Notwithstanding the corresponding Company Benefit Plan preceding sentence, any waiting periods or to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods limitations in such Replacement Welfare Plans shall be waived unless coverage would not have been satisfied or waived denied on a similar basis under welfare plans applicable to employees of the comparable Company Benefit Plan immediately prior to the Effective TimeExchange Time (the "Cable Group Welfare Plans") and deductibles, (ii) honor any payments, charges maximum benefit restrictions and expenses of such Company Employees (and their eligible dependents) that were applied toward the deductible and "out-of-pocket pocket" maximums shall be coordinated so that (i) Continuing Employees receive credit towards any deductibles under Replacement Welfare Plans for deductibles paid under the corresponding Company Benefit Plan Cable Group's Welfare Plans during the relevant plan year in satisfying which the Exchange Date occurs, and (ii) Continuing Employees receive credit for eligible claims incurred under the Cable Group's Welfare Plans during the plan year in which the Exchange Time occurs toward any applicable deductibles, "out-of-pocket pocket" maximums or co-payments under Replacement Welfare Plans. As soon as practicable after the Exchange Time, New VII shall prepare and deliver to Old VII the information needed for Old VII to comply with the preceding sentence. New VII will be responsible for all eligible unpaid claims incurred by Continuing Employees prior to the Exchange Time and timely submitted for reimbursement in accordance with the Cable Group Welfare Plan. Continuation health care coverage shall be provided by the Company to all Continuing Employees and their qualified beneficiaries, who incur a corresponding Parent Welfare Plan during qualifying event after the calendar year Exchange Time in which accordance with the Effective Time occurs, continuation health care coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA (iii) with respect to any medical plan (other than any Retiree Medical Plan"COBRA"), waive any waiting period limitation or evidence of insurability requirement that would otherwise . New VII shall be applicable to a Company Employee following the Closing Date responsible for providing continuation coverage to the extent required by law to any employee who is a Non-Continuing Employee and the qualified beneficiary of any such employee had satisfied any similar limitation who incurs a qualifying event under the corresponding Company Benefit Plan COBRA on or 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 Benefit Plan immediately prior to the Effective Time. In addition, to the extent that any Company Employee has begun a course of treatment with a physician or other service provider who is considered “in network” under a Company Benefit Plan and such course of treatment is not completed prior to the Closing, Parent will use its reasonable best efforts to arrange for transition care, whereby such Company Employee may complete the applicable course of treatment with the pre-Closing physician or other service provider at “in network” rates; provided that the treatment is completed during the calendar year in which the Effective Time occursExchange Date.