Common use of Compensation and Employee Benefits Clause in Contracts

Compensation and Employee Benefits. Parent shall provide, or shall cause the Surviving Company to provide, employees who continue to be employed by the Surviving Company (collectively, "Continuing Employees") (i) during the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, (x) with at least the same salary or hourly wage rate as provided to such Continuing Employees immediately prior to the Closing Date and (y) with employee benefits that are substantially similar in the aggregate to the employee benefits provided by the Company immediately prior to the Closing Date, and (ii) for the remainder of the Company's fiscal year in effect as of the Closing Date, with ordinary course annual bonus opportunities established at and effective as of the beginning of the Company's fiscal year that are at least the same as those provided to such Continuing Employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall, and shall cause the Surviving Company to, grant all Continuing Employees credit for any service with the Company earned prior to the Closing Date for eligibility, vesting, and benefit accrual purposes (excluding benefit accruals under any defined benefit plan or as otherwise prohibited by Law) under any benefit or compensation plan, program, agreement or arrangement in which the Continuing Employees commence to participate on or after the Closing Date (collectively, the "New Plans"), except (1) for New Plans as to which employees of Parent who are similarly situated to the Continuing Employees are not provided such service credit or (2) as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (x) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in such New Plan begins, and (y) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in the year of initial participation. Neither Parent nor any of its Subsidiaries (including, following the Closing, any Group Company) shall be responsible for any Controlled Group Liability, and Parent and its applicable Subsidiaries shall be entitled to indemnification from the Indemnification Escrow Account for any Controlled Group Liability incurred by Parent and its Subsidiaries.

Compensation and Employee Benefits. Parent shall provideThe Purchaser shall, or shall cause the Surviving Company to provide, employees who continue to be employed by the Surviving Company (collectively, "Continuing Employees") (i) during the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, (x) with at least the same salary or hourly wage rate as provided to such Continuing Employees immediately prior to the Closing Date and (y) with employee benefits that are substantially similar in the aggregate to the employee benefits provided by the Company immediately prior to the Closing Date, and (ii) for the remainder of the Company's fiscal year in effect effective as of the Closing Date, with ordinary course annual bonus opportunities established provide to the Business Transitioned Employees (i) base salaries at least equal to their base salaries on the date immediately preceding the Closing Date and effective as (ii) employee benefits under plans, programs and arrangements substantially equivalent in the aggregate to either (A) those provided pursuant to the plans, programs and arrangements (other than any related to the equity securities of a Seller and other than the Employee Agreements) of the beginning of applicable Seller in effect on the Company's fiscal year that are at least date immediately preceding the same as Closing Date or (B) those provided to such Continuing Employees immediately prior to comparably situated employees of the Closing Date. Parent further agrees thatPurchaser (other than post retirement health and life insurance coverage and defined benefit pension benefits); provided, however, that nothing herein shall prevent, from and after the Closing Date, Parent shallthe amendment or termination of any specific plan, and program or arrangement or interfere with the Purchaser's right or obligation to make such changes as are necessary to conform with applicable Laws. Except as provided in Section 7.3, Business Transitioned Employees shall cause the Surviving Company to, grant all Continuing Employees be given credit for any purposes of eligibility and vesting for all service with a Seller to the Company earned same extent as such service was credited for such purpose by such Seller, under each employee benefit plan, program or arrangement of the Purchaser in which the Business Transitioned Employees are eligible to participate; provided, however, that in no event shall the employees be entitled to any credit to the extent that it would result in a duplication of benefits with respect to the same period of service. Sellers will provide Form W-2s to Business Transitioned Employees for the period prior to the Closing Date and Purchaser will provide Form W-2s to Business Transitioned Employees for eligibility, vesting, the period on and benefit accrual purposes (excluding benefit accruals under any defined benefit plan or as otherwise prohibited by Law) under any benefit or compensation plan, program, agreement or arrangement in which the Continuing Employees commence to participate on or after the Closing Date (collectivelyDate. Sellers agree to cause continued coverage of Business Transitioned Employees and their eligible dependents under the Parent's medical, dental, life, disability and health insurance plans through 12:00 PM midnight May 31, 2002. Purchaser agrees to reimburse Parent for the "New Plans")amount of all claims, except (1) for New Plans as to which employees of Parent who are similarly situated to the Continuing expenses and treatments incurred by Business Transitioned Employees are not provided such service credit or (2) as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (x) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in such New Plan begins, and (y) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in the year of initial participation. Neither Parent nor any of its Subsidiaries (including, following the Closing, any Group Company) shall be responsible for any Controlled Group Liability, and Parent and its applicable Subsidiaries shall be entitled to indemnification their eligible dependents from the Indemnification Escrow Account for any Controlled Group Liability incurred by Parent Effective Benefits Time through 12:00 PM midnight on May 31, 2002 under Parent's medical, dental and its Subsidiarieshealth plans. Purchaser shall make such reimbursements promptly upon submission of Parent's statement therefor.

Compensation and Employee Benefits. Parent shall provide, or shall cause the Surviving Company to provide, employees who continue to be employed by the Surviving Company (collectively, "Continuing Employees") (i) during During the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, Parent shall provide, or shall cause the Surviving Corporation to provide, employees who continue to be employed by the Company (xcollectively, “Continuing Employees”) with at least the same salary or hourly wage rate as provided to such Continuing Employees immediately prior to the Closing Date and (y) with employee benefits that are substantially similar in the aggregate to the employee benefits provided by under the Company immediately prior to the Closing Date, and (ii) for the remainder of the Company's fiscal year Employee Benefit Plans in effect which such Continuing Employees participated as of the Closing Date, with ordinary course annual bonus opportunities established at and effective as date of the beginning of the Company's fiscal year that are at least the same as those provided to such Continuing Employees immediately prior to the Closing Datethis Agreement. Parent further agrees that, from and after the Closing Date, Parent shall, and shall cause the Surviving Company Corporation to, grant all Continuing Employees credit for any service with the Company earned prior to the Closing Date for eligibility, vesting, and benefit accrual purposes (excluding benefit accruals under any defined benefit plan or as otherwise prohibited by Lawplan) under any benefit or compensation plan, program, agreement or arrangement in which the Continuing Employees commence to participate on or after the Closing Date (collectively, the "“New Plans"”), except (1) for New Plans as to which employees of Parent who are similarly situated to the Continuing Employees are not provided such service credit or (2) as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (x) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in such New Plan begins, and (y) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in the year of initial participation. Neither Parent nor any of its Subsidiaries (including, following the Closing, any Group Company) shall be responsible for any Controlled Group Liability, and Parent and its applicable Subsidiaries shall be entitled to indemnification from the funds available in the Indemnification Escrow Account for Account, if any, shall be the sole source of recovery with respect to any Controlled Group Liability incurred by Parent and its SubsidiariesLiability.

Compensation and Employee Benefits. During the period beginning on the Closing Date and ending on December 31, 2015, Parent shall provide, or shall cause the Surviving Company to provide, employees who continue to be employed by the Surviving any Group Company (collectively, "“Continuing Employees") (i) during the period beginning on the Closing Date and ending on the first (1st) anniversary of the Closing Date, (x”) with at least the same a base salary or hourly wage rate rate, as provided to such Continuing Employees immediately prior to the Closing Date applicable, cash incentive opportunity, severance protection, and (y) with employee benefits that are substantially similar comparable in the aggregate to the base salary or hourly wage rate, as applicable, cash incentive opportunity, severance protection, and employee benefits provided by the Company immediately prior to the Closing Date, and (ii) for the remainder of the Company's fiscal year in effect as of the Closing Date, with ordinary course annual bonus opportunities established at and effective as of the beginning of the Company's fiscal year that are at least the same as those provided to such Continuing Employees immediately prior to the Closing Date. Parent further agrees that, from and after the Closing Date, Parent shall, and shall cause the Surviving Company to, grant all Continuing Employees credit for any service with the Company earned prior to the Closing Date for eligibility, vesting, vesting and benefit accrual purposes (excluding benefit accruals under any defined benefit plan or as otherwise prohibited by Lawplan) under any employee benefit or compensation plan, program, agreement or arrangement in which the Continuing Employees commence to participate on or after the Closing Date (collectively, the "“New Plans"”), except (1a) for New Plans as to which employees of Parent or its Subsidiaries who are similarly situated to the Continuing Employees are not provided such service credit or (2b) as would result in duplication of benefits. In addition, Parent shall use commercially reasonable efforts to (xi) cause to be waived all pre-existing condition exclusions and actively at work requirements and similar limitations, eligibility waiting periods and evidence of insurability requirements under any New Plans to the extent waived or satisfied by a Continuing Employee under any Company Employee Benefit Plan or under any other benefit or compensation plan, program, agreement or arrangement as of the date on which commencement of participation in such New Plan begins, and (yii) cause any deductible, co-insurance and covered out-of-pocket expenses paid during the calendar year in which commencement of participation in such New Plan begins and prior to such commencement of participation by any Continuing Employee (or covered dependent thereof) to be taken into account for purposes of satisfying the corresponding deductible, coinsurance and maximum out of pocket provisions under such New Plan in the year of initial participation. Neither Parent nor any of its Subsidiaries (including, following the Closing, any Group Company) shall be responsible for any Controlled Group Liability, and Parent and its applicable Subsidiaries shall be entitled to indemnification from the Indemnification Escrow Account for any Controlled Group Liability incurred by Parent and its Subsidiaries.