Common use of Provision of Benefits Clause in Contracts

Provision of Benefits. The Buyer Parties shall, and shall cause IONA to, treat, and cause the applicable benefit plans to treat, the service of the IONA Employees with IONA or any Subsidiary of IONA attributable to any period before the Effective Time as service rendered to the Buyer Parties or the Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any defined benefit plan of the Buyer Parties or any duplication of benefits. Without limiting the foregoing, the Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties to be waived with respect to the IONA Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements under the corresponding plan in which the IONA Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. For the 12 month period commencing on the Acceptance Date, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the ‘‘Seller Employees’’) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof. The Buyer Parties shall, and shall cause IONA to, Parent will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA the Seller or any Subsidiary of IONA the Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties Parent or any Subsidiary of the Surviving Corporation Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation participation, but excluding not for benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of the Buyer Parties Parent or any eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, the Buyer Parties Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties Parent to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Seller Employee participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultAcceptance Date, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees Seller Employee under any of IONAthe Seller’s or its Subsidiaries’ health plans in the plan year in which the Closing Acceptance Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer PartiesParent. The Parent will make appropriate arrangements with its insurance carrier(s) to ensure such result. Except with respect to employees who have entered into employment agreements with IONA Seller or its SubsidiariesSubsidiaries listed on Section 7.4(c) of the Seller Disclosure Schedule, and subject to Section 7.7(d7.4(c) hereof, the IONA Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “Parent ‘‘at will” ’’ and nothing shall be construed to limit the ability of the Buyer Parties Parent or the Surviving Corporation to terminate the employment of any such IONA Seller Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. The Buyer Parties For the twelve (12) month period commencing on the Acceptance Date, Parent agrees to cause the Surviving Corporation to maintain health benefits, welfare benefits, but not any stock-based benefits, for the Seller Personnel who remain employed after the Effective Time (collectively, the “Seller Employees”) at the same levels that are, in the aggregate, comparable to those in effect for similarly situated employees of Parent on the date hereof. Parent shall, and shall cause IONA the Surviving Corporation to, treat, and cause the applicable benefit plans in which Seller Employees are entitled to participate to treat, the service of the IONA Seller Employees with IONA Seller or any Subsidiary of IONA Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation participation, but excluding benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of the Buyer Parties Parent or any eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, the Buyer Parties Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties Parent to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Seller Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultAcceptance Date, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Seller Employees under any of IONASeller’s or its Subsidiaries’ health plans in the plan year in which the Closing Acceptance Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer PartiesParent. Except with respect to employees who have entered into employment agreements with IONA or its SubsidiariesParent shall, and subject shall cause the Surviving Corporation to, use commercially reasonable efforts to Section 7.7(dmake appropriate arrangements with its insurance carrier(s) hereof, the IONA to ensure such result. Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties Parent “at will” and nothing shall be construed to limit the ability of the Buyer Parties Parent or the Surviving Corporation to terminate the employment of any such IONA Seller Employee at any time. The Buyer Parties Parent will cooperate with IONASeller, at IONA’s costand assume all costs, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA Seller or any Subsidiary of IONA Seller in accordance with all applicable laws Laws and bargaining agreements, if any.

Provision of Benefits. For the 12 month period commencing on the Closing Date, the Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including cash-based incentives, retirement, health and welfare benefits, and any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the “Seller Employees”) at the same levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided, however, that any amount that would be payable in the form of restricted stock shall be payable by the Buyer, at its option, in the form of either cash or stock options of equivalent value (with the understanding that any calculation of stock options of equivalent value shall be made in accordance with the procedures set forth in Section 6.7(a) of the Seller Disclosure Schedule). The Buyer Parties shalland the Seller shall make any necessary amendments to their respective benefit plans to effectuate the preceding sentence, including, without limitation, any amendment to exclude each other’s employees from their respective 401(k) plans during such 12 month period. Thereafter, the Buyer agrees to cause the Surviving Corporation to provide the Seller Employees with at least the types and shall cause IONA to, levels of employee benefits (including employee contribution levels) maintained from time to time by the Buyer or any subsidiary of the Buyer for similarly-situated employees of the Buyer. The Buyer will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA the Seller or any Subsidiary subsidiary of IONA the Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or any subsidiary of the Surviving Corporation Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits includingall purposes, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual (including minimum pension amount), including eligibility for early retirement under any defined Buyer Pension Plan or eligibility for retiree welfare benefit plan of the Buyer Parties or any duplication of benefitsplans. Without limiting the foregoing, the Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Seller Employee participated immediately prior to the Closing Date Date, and any deductibles paid under any of the Seller’s or its Subsidiaries’ health plans shall cause be credited towards deductibles under the Surviving Corporation health plans of the Buyer or any subsidiary of the Buyer upon delivery to the Buyer of appropriate documentation. The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result, and . Notwithstanding anything to the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, contrary herein and subject to Section 7.7(d6.7(e) hereof, the IONA Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Seller Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect subject to the payment of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA severance in accordance with all applicable laws the terms and bargaining agreementsconditions of any Seller severance agreement, if anyplan and arrangement in existence as of the date hereof, still in effect as of the date of such termination of employment, and disclosed in Section 6.7(a) of the Seller Disclosure Schedule (the “Seller Severance Arrangements”).

Provision of Benefits. As soon as practicable after the --------------------- Effective Time, the Buyer agrees to provide the employees of the Seller and its subsidiaries who remain employed after the Effective Time (the "Seller ------ Employees") with at least the types and levels of employee benefits (including --------- employee contribution levels) maintained from time to time by the Buyer or any Affiliate of the Buyer for similarly-situated employees of the Buyer. The Buyer Parties shall, and shall cause IONA to, will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA Seller or any Subsidiary subsidiary of IONA Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or the Surviving Corporation any Affiliate of Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation participation, but excluding not for benefit accrual under (including minimum pension amount), eligibility for early retirement and eligibility for retiree welfare benefit plans, attributable to any defined benefit plan of period before the Buyer Parties or any duplication of benefitsEffective Time. Without limiting the foregoing, the Buyer Parties shall cause not treat any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations Seller Employee as a "new" employee for purposes of any exclusions under any health or similar plan of the Buyer Parties to or any Affiliate of the Buyer for a pre-existing medical condition, and any deductibles paid under any of Seller's or its subsidiaries health plans shall be waived with respect credited towards deductibles under the health plans of the Buyer or any Affiliate of the Buyer upon delivery to the IONA Employees Buyer of appropriate documentation. From and after the Effective Time, directors of Seller shall no longer be eligible to participate in any benefit plans of Seller, Buyer or any of their eligible dependentsrespective Affiliates; provided, however, that such directors may continue to participate in a health plan of Seller, Buyer, or any of their respective Affiliates to the extent provided by the IONA Employees have satisfied any similar limitations or requirements under the corresponding plan in which the IONA Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to Consolidated Budget Reconciliation Act of 1985. The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. The For the 12-month period commencing on the Closing Date, Buyer Parties shall cause the Surviving Corporation to, and the Surviving Corporation shall, provide base salary, cash-based incentives and benefits (other than equity-based incentive plans, programs, agreements or arrangements or any severance, pension or retiree welfare benefits) for the employees of Seller or any Subsidiary of Seller who remain employed after the Effective Time (collectively, the "Seller Employees") at levels that are substantially comparable in the aggregate to those in effect for the Seller Employees on the date hereof. Buyer shall, and shall cause IONA the Surviving Corporation to, treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA Seller or any Subsidiary of IONA Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or the Surviving Corporation for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any defined benefit plan of the Buyer Parties or any duplication of benefitsBuyer. Without limiting the foregoing, the Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Seller Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultDate, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Seller Employees under any of IONA’s Seller's or its Subsidiaries’ ' health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer PartiesBuyer. Except with respect to employees who have entered into employment agreements with IONA Seller or its Subsidiaries, and subject to Section 7.7(d6.6(d) hereof, the IONA Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “Surviving Corporation "at will” " and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Seller Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. As soon as practicable after the Effective Time, the Buyer agrees to provide the employees of the Seller and its subsidiaries who remain employed after the Effective Time (the "Seller Employees") with at least the types and levels of employee benefits (including employee contribution levels) maintained from time to time by the Buyer or any Affiliate of the Buyer for similarly-situated employees of the Buyer. The Buyer Parties shall, and shall cause IONA to, will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA Seller or any Subsidiary subsidiary of IONA Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or any Affiliate of the Surviving Corporation Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation participation, but excluding not for benefit accrual under (including minimum pension amount), eligibility for early retirement and eligibility for retiree welfare benefit plans, attributable to any defined benefit plan of period before the Buyer Parties or any duplication of benefitsEffective Time. Without limiting the foregoing, the Buyer Parties shall cause not treat any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations Seller Employee as a "new" employee for purposes of any exclusions under any health or similar plan of the Buyer Parties to or any Affiliate of the Buyer for a pre-existing medical condition, and any deductibles or out-of-pocket expenses paid under any of Seller's or its subsidiaries health plans shall be waived with respect credited towards deductibles and out-of-pocket expenses under the health plans of the Buyer or any Affiliate of the Buyer upon delivery to the IONA Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements under the corresponding plan in which the IONA Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to Buyer of appropriate documentation. The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. For the period commencing at the Effective Time and ending on December 31, 2007, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the “Seller Employees”) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided that neither the Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to maintain any plans or arrangements providing for stock-based or stock-related compensation or benefits; provided further, that no such plans or arrangements of the Seller or any of its subsidiaries shall be taken into account in determining whether compensation levels are comparable in the aggregate. The Buyer Parties shall, and shall cause IONA to, Parent will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA the Seller or any Subsidiary subsidiary of IONA the Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties Parent or any Subsidiary of the Surviving Corporation Parent (i) for purposes of eligibility to participatefor vacation under the Parent’s vacation program, vesting (ii) for purposes of eligibility and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any health or welfare plan maintained by the Parent (other than any post-employment health or post-employment welfare plan) and (iii) for purposes of eligibility and vesting under the Parent’s defined benefit contribution plans (in the case of each of clauses (i), (ii) and (iii), solely to the extent that the Parent makes such plan or program of the Buyer Parties or Parent available to the Seller Employees and not in any case where credit would result in duplication of benefitsbenefits for the same period of service). Without limiting the foregoing, to the Buyer Parties extent that any Seller Employee participates in any health or other group welfare benefit plan of the Parent following the Effective Time, (A) the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Buyer Parties Parent to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Seller Employee participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultEffective Time, and the Buyer Parties shall use reasonable endeavours to cause (B) any deductibles paid by the IONA Employees Seller Employee under any of IONAthe Seller’s or its Subsidiaries’ health plans in the plan year in which the Closing Date Effective Time occurs shall be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any timeParent. The Buyer Parties Parent will cooperate use reasonable efforts to make appropriate arrangements with IONA, at IONA’s cost, in respect its insurance carrier(s) to ensure such result. Table of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.Contents

Provision of Benefits. The Buyer Parties shallFor the period commencing at the Effective Time and ending twelve (12) months after the Effective Time, except to the extent better terms are provided to a Continuing Employee in any Offer Letters entered into between Parent and any Continuing Employee prior to the Effective Time, Parent agrees to provide each Continuing Employee with base salary or wages, as applicable, and shall cause IONA tocommission opportunity or target bonus opportunity, as applicable, in each case no less favorable than those provided to such Continuing Employees immediately prior to the Effective Time and benefits (other than defined benefit pension benefits, retiree medical, severance, perquisites and equity-based incentives) which are no less favorable in the aggregate than either (a) those provided to such Continuing Employees immediately prior to the Effective Time or (b) those provided by Parent (including its Affiliates) to similarly situated employees of Parent (or its Affiliates), with the choice of (a) or (b) to be made by Parent in its sole discretion. Parent will treat, and use commercially reasonable efforts to cause the applicable benefit plans to treat, the service of the IONA Continuing Employees with IONA or any Subsidiary of IONA the Company attributable to any period before the Effective Time as service rendered to the Buyer Parties Parent or the Surviving Corporation any Subsidiary of Parent for purposes of eligibility to participateparticipate in and vesting (other than with respect to equity-based incentives) under Parent’s health and welfare plan(s) and defined contribution plan(s), vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any defined benefit plan of the Buyer Parties or any except where credit would result in duplication of benefits. Without limiting the foregoing, to the Buyer Parties extent that any Continuing Employee participates in any health or other group welfare benefit plan of Parent following the Effective Time, Parent shall use commercially reasonable efforts to: (A) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Buyer Parties Parent to be waived with respect to the IONA Continuing Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Continuing Employee participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultEffective Time, and the Buyer Parties shall use reasonable endeavours to cause (B) provide credit for any deductibles paid by the IONA Continuing Employees under any of IONAthe Company’s or its Subsidiaries’ health plans in the plan year in which the Closing Date Effective Time occurs shall be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer PartiesParent. Except with respect Nothing contained herein, express or implied, (x) is intended to employees who have entered into confer upon any Continuing Employee any right to continued employment agreements with IONA for any period or its Subsidiariescontinued receipt of any specific employee benefit, and subject or shall constitute an amendment to Section 7.7(dor any other modification of any benefit plan, (y) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to alter or limit the ability of the Buyer Parties Parent’s or the Surviving Corporation Company’s or their Affiliates’ ability to amend, modify or terminate the employment any particular benefit plan, program, agreement or arrangement or (z) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants retirees) any right as a third party beneficiary of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if anythis Agreement.

Provision of Benefits. The Buyer Parties As of and for the twelve (12) month period immediately following the Effective Time, Parent will either (a) continue certain Company Plans, (b) permit Company Employees and, as applicable, their eligible dependents, to participate in the employee benefit plans, programs or policies (including without limitation any plan intended to qualify within the meaning of Section 401(a) of the Code and any vacation, sick, per personal time off plans or programs) of Parent, in each case on terms substantially similar in the aggregate to those provided to similarly situated employees of Parent, including with respect to geographical location, or (c) a combination of clauses (a) and (b). To the extent Parent elects to have Company Employees and their eligible dependents participate in its employee benefit plans, program or policies following the Effective Time, Parent shall, and shall cause IONA the Surviving Corporation to, treat, and cause the applicable benefit plans in which Company Employees are entitled to participate to treat, the service of the IONA Company Employees with IONA the Company or any Subsidiary of IONA the Company or predecessor employers attributable to any period before the Effective Time as service rendered to the Buyer Parties or Parent, the Surviving Corporation or any Subsidiary of Parent for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, including the applicability of minimum waiting periods for participation participation, but excluding benefit accrual (including minimum pension amount), equity incentive plans and eligibility for early retirement under any defined benefit plan of the Buyer Parties Parent or any eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, with respect to Company Employees who are employed by Parent or a Subsidiary of Parent in the Buyer Parties United States, Parent shall cause any pre-existing conditions or (actively at work or similar) limitations, eligibility waiting periods periods, evidence of insurability requirements or required physical examinations under any health or similar plan of the Buyer Parties Parent to be waived with respect to the IONA Company Employees and their eligible dependents; provided, however, that with respect to preexisting conditions, such conditions shall be waived to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Company Employees participated immediately prior to the Closing Date date Company Employees and their eligible dependents are transitioned to Parent’s health or similar plans. With respect to Company Employees who are employed by Parent or a Subsidiary of Parent in the United States, Parent shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to also cause any deductibles paid by the IONA Company Employees under any of IONACompany’s or its Subsidiaries’ health plans in the plan year in which the Acceptance Date occurs (or the Closing Date occurs, if the Closing Date occurs shall in a subsequent plan year and Company Employees and their eligible dependents are not transitioned to Parent’s health or similar plans until such subsequent plan year) to be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer PartiesParent. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiariesas otherwise required under applicable Laws, and subject to Section 7.7(d) hereof, the IONA Company Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties Parent “at will” and nothing shall be construed to limit the ability of the Buyer Parties Parent or the Surviving Corporation to terminate the employment of any such IONA Company Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.

Provision of Benefits. For the 12 month period commencing on the Closing Date, the Buyer agrees to cause the Surviving Corporation to maintain the compensation and benefit levels, including cash-based incentives, retirement, health and welfare benefits, and any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the "Seller Employees") at the same levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided, however, that any amount that would be payable in the form of restricted stock shall be payable by the Buyer, at its option, in the form of either cash or stock options of equivalent value (with the understanding that any calculation of stock options of equivalent value shall be made in accordance with the procedures set forth in Section 6.7(a) of the Seller Disclosure Schedule). The Buyer Parties shalland the Seller shall make any necessary amendments to their respective benefit plans to effectuate the preceding sentence, including, without limitation, any amendment to exclude each other's employees from their respective 401(k) plans during such 12 month period. Thereafter, the Buyer agrees to cause the Surviving Corporation to provide the Seller Employees with at least the types and shall cause IONA to, levels of employee benefits (including employee contribution levels) maintained from time to time by the Buyer or any subsidiary of the Buyer for similarly situated employees of the Buyer. The Buyer will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA the Seller or any Subsidiary subsidiary of IONA the Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties or any subsidiary of the Surviving Corporation Buyer for purposes of eligibility to participate, vesting and for other appropriate benefits includingall purposes, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual (including minimum pension amount), including eligibility for early retirement under any defined Buyer Pension Plan or eligibility for retiree welfare benefit plan of the Buyer Parties or any duplication of benefitsplans. Without limiting the foregoing, the Buyer Parties shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Seller Employee participated immediately prior to the Closing Date Date, and any deductibles paid under any of the Seller's or its Subsidiaries' health plans shall cause be credited towards deductibles under the Surviving Corporation health plans of the Buyer or any subsidiary of the Buyer upon delivery to the Buyer of appropriate documentation. The Buyer will make appropriate arrangements with its insurance carrier(s) to ensure such result, and . Notwithstanding anything to the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, contrary herein and subject to Section 7.7(d6.7(e) hereof, the IONA Seller Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “"at will” " and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Seller Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect subject to the payment of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA severance in accordance with all applicable laws the terms and bargaining agreementsconditions of any Seller severance agreement, if anyplan and arrangement in existence as of the date hereof, still in effect as of the date of such termination of employment, and disclosed in Section 6.7(a) of the Seller Disclosure Schedule (the "Seller Severance Arrangements").

Provision of Benefits. For the period commencing at the Effective Time and ending on December 31, 2007, the Parent agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, annual cash incentive opportunities (but not particular historic levels of achievement), retirement, health and welfare benefits, but not any stock-based benefits, for the employees of the Seller who remain employed after the Effective Time (the “Seller Employees”) at levels which are, in the aggregate, comparable to those in effect for the Seller Employees on the date hereof; provided that neither the Parent nor the Surviving Corporation nor any of their Subsidiaries shall have any obligation to maintain any plans or arrangements providing for stock-based or stock-related compensation or benefits; provided further, that no such plans or arrangements of the Seller or any of its subsidiaries shall be taken into account in determining whether compensation levels are comparable in the aggregate. The Buyer Parties shall, and shall cause IONA to, Parent will treat, and cause the applicable benefit plans to treat, the service of the IONA Seller Employees with IONA the Seller or any Subsidiary subsidiary of IONA the Seller attributable to any period before the Effective Time as service rendered to the Buyer Parties Parent or any Subsidiary of the Surviving Corporation Parent (i) for purposes of eligibility to participatefor vacation under the Parent’s vacation program, vesting (ii) for purposes of eligibility and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any health or welfare plan maintained by the Parent (other than any post-employment health or post-employment welfare plan) and (iii) for purposes of eligibility and vesting under the Parent’s defined benefit contribution plans (in the case of each of clauses (i), (ii) and (iii), solely to the extent that the Parent makes such plan or program of the Buyer Parties or Parent available to the Seller Employees and not in any case where credit would result in duplication of benefitsbenefits for the same period of service). Without limiting the foregoing, to the Buyer Parties extent that any Seller Employee participates in any health or other group welfare benefit plan of the Parent following the Effective Time, (A) the Parent shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar welfare plan of the Buyer Parties Parent to be waived with respect to the IONA Seller Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Seller Employee participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultEffective Time, and the Buyer Parties shall use reasonable endeavours to cause (B) any deductibles paid by the IONA Employees Seller Employee under any of IONAthe Seller’s or its Subsidiaries’ health plans in the plan year in which the Closing Date Effective Time occurs shall be credited towards deductibles under the health plans of the Buyer Parties Parent or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any timeParent. The Buyer Parties Parent will cooperate use reasonable efforts to make appropriate arrangements with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed its insurance carrier(s) to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if anyensure such result.

Provision of Benefits. The For the period commencing at the Closing Date and ending twelve (12) months after the Closing Date, the Buyer Parties shallagrees to cause the Company to provide the employees of the Company who remain employed after the Closing Date, the employees of Seller who become employed by the Company after the Closing Date, and shall cause IONA tothe non-employee service providers of the Company based in India, United Kingdom and Spain who remain in service or who commence service with the Company after the Closing Date (collectively, the “Business Employees”) with: (i) base salary, base rate of pay, hourly wages, or service provider fees which are no less than the base salary, base rate of pay, hourly wages, or service provider fees provided by the Company or Seller, as applicable, immediately prior to the Closing; (ii) target annual cash bonus opportunities, if any, which are no less than the target annual cash bonus opportunities provided by the Company or Seller, as applicable, immediately prior to the Closing; and (iii) retirement and welfare benefits that are substantially comparable in the aggregate to those provided by the Company or Seller, as applicable, immediately prior to the Closing. Buyer will treat, and cause the applicable benefit plans to treat, the service of the IONA Business Employees with IONA the Company or any Subsidiary of IONA Seller, as applicable, attributable to any period before the Effective Time Closing Date as service rendered to the Buyer Parties or the Surviving Corporation any Subsidiary of Buyer for purposes of eligibility to participateand vesting under Buyer’s vacation program, vesting health or welfare plan(s) maintained by Buyer, and for other appropriate benefits includingBuyer’s 401(k) Plan, but not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any defined benefit plan of the Buyer Parties or any except where credit would result in duplication of benefits. Without limiting the foregoing, to the extent that any Business Employee participates in any group health plan of Buyer Parties following the Closing Date, Buyer shall use commercially reasonable measures to (A) cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any group health or similar plan of the Buyer Parties to be waived with respect to the IONA Business Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Business Employee participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such resultDate, and the Buyer Parties shall use reasonable endeavours to cause (B) any deductibles paid by Business Employee under the IONA Employees under any of IONA’s or its Subsidiaries’ Employee Benefit Plans that are group health plans plans, as applicable, in the plan year in which the Closing Date occurs shall be credited towards deductibles under the group health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if anyBuyer.

Provision of Benefits. The Buyer Parties shallFor the period commencing at the Effective Time and ending twelve (12) months after the Effective Time (or earlier to the extent a Continuing Employee’s employment terminates earlier), except to the extent better terms are provided to a Continuing Employee in any Offer Letter entered into between Parent and any Continuing Employee prior to the Effective Time, Parent agrees to provide each Continuing Employee with (i) severance benefits that are substantially consistent with the benefits provided to similarly situated employees of Parent (or its Affiliates) and (ii) base salary, target bonus and employee benefits that are no less in the aggregate than the base salary, target bonus, and other employee benefits provided to such Continuing Employee by the Company prior to the Closing. With respect to any benefit plan maintained by Parent or an Affiliate of Parent in which Continuing Employees are eligible to participate, Parent shall cause IONA to, treatalso use commercially reasonable efforts, and cause subject to the terms of the applicable benefit plans, to (i) waive all limitations as to preexisting conditions and exclusions with respect to participation and coverage requirements applicable to such employees to the extent such conditions and exclusions were satisfied or did not apply to such Continuing Employees under the group health plans to treat, the service of the IONA Employees with IONA Company or any Subsidiary of IONA attributable to any period before the Effective Time as service rendered its Subsidiaries prior to the Buyer Parties Closing and (ii) provide each Continuing Employee with credit for any copayments and deductibles paid prior to the Closing in satisfying any analogous deductible or out of pocket requirements to the Surviving Corporation extent applicable under any such plan. Where applicable, subject to the terms of the applicable benefit plans, Parent shall use commercially reasonable efforts (but automatically applicable if required by applicable Law) to credit or cause to be credited each Continuing Employee’s length of service with the Company or any of its Subsidiaries for purposes of eligibility to participateeligibility, vesting and for other appropriate benefits includingpurposes of future vacation and sick day accruals and determining severance amounts under the Parent’s employee benefit plans to the same extent and for the same purpose as such service was recognized under the analogous Company benefit plan; provided, but however, that such service shall not limited to, applicability of minimum waiting periods for participation but excluding benefit accrual under any defined benefit plan of be recognized to the Buyer Parties or any extent that it would result in a duplication of benefits. Without limiting the foregoingNothing contained herein, the Buyer Parties express or implied, (a) is intended to confer upon any Continuing Employee any right to continued employment for any period or continued receipt of any specific employee benefit, or shall cause constitute an amendment to or any pre-existing conditions other modification of any benefit plan, (b) shall alter or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties to be waived with respect to the IONA Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements under the corresponding plan in which the IONA Employees participated immediately prior to the Closing Date and shall cause the Surviving Corporation to make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONAlimit Parent’s or its Subsidiariesthe Company’s or their Affiliates’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement or (c) is intended to confer upon any individual (including employees, retirees or dependents or beneficiaries of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA or its Subsidiaries, and subject to Section 7.7(d) hereof, the IONA Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties “at will” and nothing shall be construed to limit the ability of the Buyer Parties or the Surviving Corporation to terminate the employment of any such IONA Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants retirees) any right as a third party beneficiary of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if anythis Agreement.

Provision of Benefits. The Buyer Parties shallFor the 12 month period commencing on the Effective Time, AVANT agrees to cause the Surviving Corporation to maintain the compensation levels, including base salary, cash-based incentive opportunities (but not particular historic levels of achievement), retirement, health and shall cause IONA towelfare benefits, but not any stock-based benefits, for the employees of Celldex or its subsidiaries who remain employed after the Effective Time (the “Celldex Employees”) at levels which are, in the aggregate, comparable to those in effect for the Celldex Employees on the date hereof. AVANT will treat, and cause the applicable benefit plans to treat, the service of the IONA Celldex Employees with IONA Celldex or any Subsidiary of IONA Celldex attributable to any period before the Effective Time as service rendered to the Buyer Parties or the Surviving Corporation AVANT for purposes of eligibility to participate, vesting and for other appropriate benefits including, but not limited to, applicability of minimum waiting periods for participation participation, but excluding not for benefit accrual (including minimum pension amount) and eligibility for early retirement under any defined benefit plan of the Buyer Parties AVANT or any eligibility for retiree welfare benefit plans or as would otherwise result in a duplication of benefits. Without limiting the foregoing, the Buyer Parties AVANT shall cause any pre-existing conditions or limitations, eligibility waiting periods or required physical examinations under any health or similar plan of the Buyer Parties AVANT to be waived with respect to the IONA Celldex Employees and their eligible dependents, to the extent the IONA Employees have satisfied any similar limitations or requirements waived under the corresponding plan in which the IONA Employees Celldex Employee participated immediately prior to the Closing Date Effective Time, and any deductibles paid by Celldex Employee under any of Celldex’s or its subsidiaries’ health plans in the plan year in which the Effective Time occurs shall cause be credited towards deductibles under the Surviving Corporation to health plans of AVANT. AVANT will make appropriate arrangements with its insurance carrier(s) to ensure such result, and the Buyer Parties shall use reasonable endeavours to cause any deductibles paid by the IONA Employees under any of IONA’s or its Subsidiaries’ health plans in the plan year in which the Closing Date occurs shall be credited towards deductibles under the health plans of the Buyer Parties or any Subsidiary of the Buyer Parties. Except with respect to employees who have entered into employment agreements with IONA Celldex or its Subsidiariessubsidiaries listed on Section 2.17(e) of the Celldex Disclosure Schedule, and subject to Section 7.7(d5.15(c) hereof, the IONA Celldex Employees who remain employed after the Effective Time shall be considered to be employed by the Buyer Parties AVANT “at will” and nothing shall be construed to limit the ability of the Buyer Parties AVANT or the Surviving Corporation to terminate the employment of any such IONA Celldex Employee at any time. The Buyer Parties will cooperate with IONA, at IONA’s cost, in respect of consultation obligations and similar notice and bargaining obligations owed to any employees or consultants of IONA or any Subsidiary of IONA in accordance with all applicable laws and bargaining agreements, if any.