Common use of Employment and Employee Benefits Matters Clause in Contracts

Employment and Employee Benefits Matters. (a) Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, for the one-year period following the Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity that, in each case, is not less than that provided to the Current Employee as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the compensation provided to similarly situated employees of Parent and its Affiliates), and (ii) employee benefits (excluding equity and equity-based benefits, nonqualified deferred compensation benefits, and defined benefit retirement benefits; provided, however, for the avoidance of doubt, that any changes to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect to the foregoing proviso, Parent’s, the Surviving Corporation’s or any of their Affiliates termination of any such plans at any time following the Effective Time shall not be treated as a diminishment of such vested and accrued benefits) that are at least as favorable as the employee benefits maintained for and provided to the Current Employee and their covered dependents as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the employee benefits provided to similarly situated employees of Parent and its Affiliates). In addition to the foregoing, from and after the Effective Time, Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, honor in accordance with their terms, all contracts, policies, plans and commitments of the Company and its Subsidiaries that are applicable to any current or former employees or directors of the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub acknowledges that the occurrence of the Effective Time will constitute a change in control (or other similar term) of the Company under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction.

Employment and Employee Benefits Matters. (a) During the period commencing on the Closing and ending on the first anniversary thereof (the “Protected Period”), Parent willshall, and will shall cause the Surviving Corporation Company and each of its other Subsidiaries to, for the one-year period following the Effective Time, maintain for provide each individual employed by the Company or any of its Subsidiaries at the Effective Time Closing (each, a “Current Employee”) with (i) each of an annual base compensation and a target annual cash incentive compensation opportunity thatsalary or hourly wage rate, in each caseas applicable, is not less than at least as favorable that provided to the Current Employee as of immediately prior to the Effective Time Closing, (or, if more ii) a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current EmployeeEmployee as of immediately prior to the Closing, (iii) a target annual long-term incentive compensation opportunity, if any, that is consistent with the compensation provided opportunities applicable to similarly situated employees of Parent Buyer and its Affiliates)Subsidiaries, and (iiiv) other compensation and employee benefits that are substantially comparable in the aggregate to such other compensation and employee benefits (excluding equity defined benefit pension (except for any Company Plan that constitutes a defined benefit pension plan as in effect immediately prior to Closing and to the extent required by applicable Law or a collective bargaining agreement pursuant to which the Company or any of its Subsidiaries is a party to, bound by or in the process of negotiating solely to the extent as disclosed in Section 5.1(b)(iv)(A) of the Company Disclosure Letter), retiree welfare benefits, equity-based benefitscompensation and change of control, nonqualified deferred compensation benefits, and defined benefit retirement benefits; provided, however, for the avoidance of doubt, that any changes to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect to the foregoing proviso, Parent’s, the Surviving Corporation’s retention or any of their Affiliates termination of any such plans at any time following the Effective Time shall not be treated as a diminishment of such vested and accrued benefitsother one-off awards) that are at least as favorable as the employee benefits maintained for and provided to the Current Employee and their covered dependents as of immediately prior to the Effective Time (or, if more favorable Closing and disclosed to Parent prior to the date of this Agreement. In addition, if, during the Protected Period, a Current Employee, ’s employment is involuntarily terminated under circumstances which would have entitled such Current Employee to severance benefits under the employee benefits provided to similarly situated employees applicable Company Plan set forth on Section 5.4(a) of Parent and its Affiliates). In addition the Company Disclosure Letter if such termination had occurred immediately prior to the foregoing, from and after the Effective TimeClosing, Parent willshall, and will shall cause the Surviving Corporation Company and each of its other Subsidiaries to, honor in accordance with their terms, all contracts, policies, plans and commitments of the Company and its Subsidiaries provide to such Current Employee severance benefits that are applicable no less favorable than the severance benefits that would have been payable to any current or former employees or directors such Current Employee immediately prior to the Closing, taking into account such Current Employee’s additional period of service and increases (but not decreases) in compensation following the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub acknowledges that the occurrence of the Effective Time will constitute a change in control (or other similar term) of the Company under the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transactionClosing.

Employment and Employee Benefits Matters. (a) Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries toSubsidiaries, for the one-year period following commencing at the Effective TimeControl Time and ending on the first anniversary thereof (the “Continuation Period”), to (i) maintain for each individual the individuals employed by the Company or any of its Subsidiaries at the Effective Control Time (each, a the “Current EmployeeEmployees”) (i) each and who remain employees of the Surviving Corporation during the Continuation Period base compensation and a target annual cash incentive compensation opportunity that, in that is no less favorable to each case, is not less Current Employee than that provided such Current Employee’s base compensation and target incentive compensation immediately prior to the Current Employee Control Time, and (ii) provide benefits that are of comparable economic value in the aggregate to the benefits provided by the Company as of immediately prior to the Effective Control Time (orexcluding, if more favorable to the Current Employee, the compensation provided to similarly situated employees for purposes of Parent and its Affiliates), Section 6.4(a)(i) and (ii) employee benefits (excluding equity and equity-based benefitscompensation, nonqualified deferred compensation benefitsretention, and defined benefit retirement benefitsstay, or transaction bonuses or similar arrangements); provided, however, for that nothing in this Section 6.4 will be construed as an amendment to or prevent the avoidance amendment or termination of doubtany particular Company Plan or employee benefit plan of Parent or any of its Subsidiaries, that any changes to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect to the foregoing provisoextent permissible thereunder, or interfere with the Parent’s, ’s or any of its Subsidiaries’ or the Surviving Corporation’s right or any of their Affiliates termination of any obligation to make such plans at any time following the Effective Time shall not be treated changes as a diminishment of such vested and accrued benefits) that are at least as favorable as the employee benefits maintained for and provided necessary to the Current Employee and their covered dependents as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the employee benefits provided to similarly situated employees of conform with applicable Law. Parent and its Affiliates). In addition to the foregoing, from and after the Effective Time, Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, to honor all obligations and agreements relating to 2010 Bonuses (as defined in accordance with their terms, all contracts, policies, plans and commitments of the Company and its Subsidiaries that are applicable to any current or former employees or directors of the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub acknowledges that the occurrence of the Effective Time will constitute a change in control (or other similar termSection 4.13(a) of the Company under Disclosure Letter) as are, and to the terms fullest extent, set forth in Section 6.4(a) of the Company Plans containing provisions triggering paymentDisclosure Letter. During the Continuation Period, vesting Parent will cause the Surviving Corporation to pay or other rights cause to be paid, consistent with the Company’s past practice in similar circumstances, to each Current Employee (i) who is involuntarily terminated or (ii) in the case of any employee covered by an employment, change in control, severance or similar agreement or entitlement providing for benefits upon a change voluntary termination for good reason, who terminates employment voluntarily for good reason as therein defined, severance in control or similar transactionaccordance with past practices, including with respect to bonuses.

Employment and Employee Benefits Matters. (a) Without limiting any additional rights that any Company Employee may have under any Company Plan, Parent will, and will shall cause the Surviving Corporation and each of its other Subsidiaries subsidiaries, for a period commencing at the Effective Time and ending on the second anniversary thereof, to maintain the severance-related provisions of existing Company Plans and to provide 100% of the severance payments and benefits required thereunder to be provided any Current Employee (as defined below) terminated during that twenty-four month period. In respect of the annual bonus payable to the Company Employees for service rendered in fiscal year 2005, Parent shall, or shall cause the Surviving Corporation to, for continue to honor the one-terms and conditions of and obligations (whether existing as of the date of this Agreement or thereafter) under the Company's year period following 2005 annual bonus program and the Effective Timeaward or participation agreements thereunder (the "2005 Bonus Program"), maintain for each which 2005 Bonus Program shall be administered in a manner consistent with the Company's historic annual bonus programs and any individual agreements with Company Employees. (b) Without limiting any additional rights that any Company Employee not covered by a Collective Bargaining Agreement and employed by the Company or any of its Subsidiaries subsidiaries at the Effective Time (each, a “Current Employee”") may have under any Company Plan, Parent shall cause the Surviving Corporation and each of its subsidiaries, for the period commencing at the Effective Time and ending on the second anniversary thereof, to maintain for any Current Employee (i) each of base compensation subject to paragraph (a) above, salary or hourly wage rate, target cash bonus opportunities under annual programs and a target annual cash incentive compensation opportunity thatcommissions, but excluding equity and equity equivalents (collectively, "Compensation"), that in each case, is not the aggregate are no less than that provided to the Current Employee as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the compensation provided to similarly situated employees of Parent and its Affiliates)than, and (ii) employee benefits (excluding equity provided under Company Plans that in the aggregate are no less favorable than, the Compensation and equity-based benefits, nonqualified deferred compensation benefits, benefits maintained for and defined benefit retirement benefits; provided, however, for the avoidance of doubt, that any changes provided to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of Current Employees immediately prior to the Effective Time; provided, further that with respect however, subject to the foregoing provisoforegoing, that nothing herein shall prevent the amendment or termination of any Company Plan or interfere with the Surviving Corporation's right or obligation to make such changes as are necessary to conform with applicable Law. Nothing in this Section 6.6 shall limit the right of Parent’s, the Surviving Corporation’s Corporation or any of their Affiliates termination subsidiaries to terminate the employment of any such plans Current Employee at any time following the Effective Time shall not be treated as a diminishment time. (c) As of such vested and accrued benefits) that are at least as favorable as the employee benefits maintained for and provided to the Current Employee and their covered dependents as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the employee benefits provided to similarly situated employees of Parent and its Affiliates). In addition to the foregoing, from and after the Effective Time, Parent will, or will cause the Surviving Corporation to, give Current Employees full credit for purposes of eligibility and vesting (but not benefit accruals, except for vacation and severance, if applicable, under the Company Plans), under any employee compensation and incentive plans, benefit (including vacation) plans, programs, policies and arrangements maintained for the benefit of Current Employees as of and after the Effective Time by Parent, its subsidiaries or the Surviving Corporation for the Company Employees' service with the Company, its subsidiaries and their predecessor entities (each, a "Parent Plan") to the same extent recognized by the Company immediately prior to the Effective Time. With respect to each Parent Plan that is a "welfare benefit plan" (as defined in Section 3(1) of ERISA), the Parent or its subsidiaries shall (i) cause there to be waived any pre-existing condition or eligibility limitations and (ii) give effect, for the fiscal year in which the Closing occurs, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, Current Employees under similar plans maintained by the Company and its subsidiaries immediately prior to the Effective Time. (d) From and after the Effective Time, Parent will cause the Surviving Corporation and each all of its other Subsidiaries totheir subsidiaries to honor, honor in accordance with their its terms, all contracts(x) each existing employment, policieschange in control, plans severance and commitments termination plan, policy or agreement of the Company and its Subsidiaries that are applicable to any current or former employees or directors of between the Company or any of its Subsidiaries. Each subsidiaries and any officer, director or employee of that company, (y) equity-based plans, programs or agreements, bonus plans or programs and (z) all obligations pursuant to outstanding restoration plans, equity-based plans, programs or agreements, bonus plans or programs, bonus deferral plans, vested and accrued benefits under any employee benefit plan, program or arrangement of the Company, Parent Company or its subsidiaries and Merger Sub acknowledges that the occurrence similar employment compensation and benefit arrangements and agreements in effect as of the Effective Time will constitute a change Time, in control (or other similar term) of each case to the extent legally binding on the Company under the terms or any of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transaction.its subsidiaries. SECTION 6.7

Employment and Employee Benefits Matters. (a) Parent willshall, and will shall cause the Surviving Corporation and each of its other Subsidiaries to, for the one-year period following the Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) while they remain employed following the Effective Time or, if shorter, for a period of one year following the Effective Time (i) each an annual rate of base compensation salary or wages, as applicable, and a target annual cash incentive compensation opportunity thatnot less favorable, in each casethe aggregate, is not less than that provided to the Current Employee as of immediately prior to the Effective Time (orTime, if more favorable to the Current Employee, the compensation provided to similarly situated employees of Parent and its Affiliates), and (ii) employee benefits (excluding equity and equity-based benefits, nonqualified deferred compensation benefits, and defined benefit retirement benefits; provided, however, for the avoidance of doubt, that any changes to existing nonqualified deferred compensation benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect to the foregoing proviso, Parent’s, the Surviving Corporation’s or any of their Affiliates termination of any such plans at any time following the Effective Time shall not be treated as a diminishment of such vested and accrued benefits) that are at least as favorable substantially comparable in the aggregate as the employee benefits maintained for and provided to the Current Employee and their covered dependents as of immediately prior to the Effective Time (orexcluding defined benefit pension, if more nonqualified deferred compensation, retiree or post-employment health and welfare, equity or equity-based, and change-in-control compensation or benefits) and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company or one of its Subsidiaries to the Current Employee, the employee benefits provided Employee as of immediately prior to similarly situated employees of Parent and its Affiliates). In addition to the foregoing, from and after the Effective Time, to the extent set forth on Section 6.16(a)(iii) of the Company Disclosure Letter. (b) Parent willshall, and shall cause the Surviving Corporation to, use commercially reasonable efforts to cause service rendered by Current Employees to the Company and its Subsidiaries prior to the Effective Time to be taken into account for purposes of eligibility to participate, vesting and applicability of minimum waiting periods for participation under employee benefit plans of Parent and the Surviving Corporation and its Subsidiaries (excluding for benefit accrual purposes under any defined benefit plan), to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided, that, the foregoing will not apply (i) to the extent that its application would result in a duplication of benefits with respect to the same period of service, or (ii) to any equity incentive, defined benefit pension, nonqualified deferred compensation, retiree or post- employment health and welfare benefit plans. Without limiting the generality of the foregoing, Parent shall, and shall cause the Surviving Corporation to, use commercially reasonable efforts, to not subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, honor in accordance with use commercially reasonable efforts to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their terms, all contracts, policies, plans and commitments covered dependents under a Company Plan during the portion of the Company and its Subsidiaries that are applicable year prior to any current or former employees or directors of the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub acknowledges that the occurrence of the Effective Time will constitute a change for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in control (or other similar term) respect of the Company under plan year in which the terms of the Company Plans containing provisions triggering payment, vesting or other rights upon a change in control or similar transactionEffective Time occurs.

Employment and Employee Benefits Matters. (a) Parent willshall, and will shall cause the Surviving Corporation and each of its other Subsidiaries to, for the one-a period of one year period following the Effective Time, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time who continues to be employed by the Parent or the Surviving Corporation or any Subsidiary thereof (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity thatthat are, in each case, is not less than that at least as favorable as those provided to the Current Employee as of immediately prior to the Effective Time (orTime, if more favorable to the Current Employee, the compensation provided to similarly situated employees of Parent and its Affiliates), and (ii) employee benefits (excluding equity and any equity, equity-based benefitsbased, nonqualified deferred compensation benefits, and change in control or severance benefits or any defined benefit retirement benefits; provided, however, for ) that are substantially comparable in the avoidance aggregate to either (in the discretion of doubt, that any changes to existing nonqualified deferred compensation Parent) (A) the employee benefits and defined benefit retirement benefits will not diminish the vested and accrued benefits accrued thereunder for individuals participating in such plans as of the Effective Time; provided, further that with respect provided to the foregoing proviso, Parent’s, Current Employee immediately prior to the Surviving Corporation’s Closing or any (B) the employee benefits provided to similarly-situated employees of their Affiliates termination of any such plans at any time following the Effective Time shall not be treated as a diminishment of such vested Parent and accrued benefitsits Subsidiaries and (iii) severance benefits that are at least as favorable as the employee severance benefits maintained for and provided by the Company or one of its Subsidiaries to the Current Employee and their covered dependents as of immediately prior to the Effective Time (or, if more favorable to the Current Employee, the employee benefits provided to similarly situated employees of Parent and its Affiliates). In addition to the foregoing, from and after the Effective Time, Parent will, and will cause the Surviving Corporation and each of its other Subsidiaries to, honor in accordance with their terms, all contracts, policies, plans and commitments of the Company and its Subsidiaries that are applicable to any current or former employees or directors of the Company or any of its Subsidiaries. Each of the Company, Parent and Merger Sub Purchaser acknowledges that the occurrence of the Effective Acceptance Time will constitute a change in control of the Company (or other similar term) of the Company under the terms of the Company Plans containing set forth on Section 6.4 of the Company Disclosure Letter that contain provisions triggering payment, vesting or other rights upon a change in control or similar transaction. Nothing herein shall prevent Parent or any of its Affiliates (including, after the Closing, the Company or any of its Subsidiaries) from terminating the employment of any Current Employee in compliance with applicable Law.