Common use of Benefit Arrangements Clause in Contracts

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and its Subsidiaries who continue employment with the Final Surviving Entity after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Surviving Entity or, at the Parent’s election, of the Parent, that provide the following benefits: medical/dental/vision insurance, life insurance and short-term and long-term disability insurance (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 2006. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans; provided, however, that nothing in this Section 7.12 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity to amend or terminate any such benefit at any time. Nothing in this Section 7.12 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will take all reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan.

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees Employees of the Company and its Subsidiaries who continue employment with the Final Surviving Entity Corporation after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Surviving Entity Corporation or, at the Parent’s election, of the Parent, that provide the following benefits: medical/401(k), health, dental/vision , life insurance, life insurance and short-term and long-term disability insurance disability, as well as any other employee benefits and arrangements available generally to the full-time employees of Parent on the same terms and conditions as are available to such Parent employees (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 2006. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans; provided, however, that nothing in this Section 7.12 7.8 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity Corporation to amend or terminate any such benefit Plan at any time. Nothing in this Section 7.12 7.8 or elsewhere in this Agreement shall be construed to create a right in any employee Employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will take all reasonably necessary actions to cause its 401(k) plan to be terminated the Board of Directors of the Company, prior to the Effective Time, including without limitation having the Company’s board of directors will vote to so terminate prior to the Effective Time the Company’s 401(k) plan. As , and any other pension plan that it sponsors or maintains for the benefit of any of the Employees, and will authorize the appropriate officers of the Company to use their best efforts to take all other necessary actions to complete the termination of said plans, including, but not limited to, the distribution of assets as soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) planthereafter.

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and any of its Subsidiaries who continue employment with the Final Surviving Entity Parent or any subsidiary of Parent after the Effective Time (the “Continuing Employees”"CONTINUING EMPLOYEES") shall have the opportunity to participate, or be eligible to continue to participate, participate in employee benefit plans and arrangements of the Final Surviving Entity or, at the Parent’s election, of the Parent, that provide the following benefits: medical/dental/vision insurance, life insurance and short-term and long-term disability insurance Company's (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1Subsidiary's, 2006. Participation of the Continuing Employees in such Plans shall be in accordance with the terms as applicable) health, vacation, welfare and conditions of the Plansretirement benefit plans; provided, however, that (i) nothing in this Section 7.12 5.18 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity to amend or terminate any such benefit plan or arrangement at any time, and (ii) if Parent terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent's benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and at compensation grade levels. Notwithstanding the foregoing, for a period of one year following the Closing Date, Parent shall ensure that each of the Continuing Employees shall, so long as such employee continues to remain employed with the Surviving Corporation (or any of its Subsidiaries), continue to be paid base salary at no lower a rate than that in effect on the Closing Date and be entitled to receive health, vacation, welfare and retirement benefits on terms, in the aggregate, at least as favorable as those in effect on the Closing Date. Continuing Employees shall receive credit for service time as an employee of the Company for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time. Additionally, any life, health and disability benefits available to Continuing Employees and their eligible dependents under Parent's benefit plans shall not be subject to any insurability requirement or pre-existing condition exclusion that would not apply to the corresponding benefit provided under a plan maintained by the Company or any of its Subsidiaries immediately prior to the Effective Time. Parent shall further provide each Continuing Employee with credit for any co-payments and deductibles paid prior to the Effective Time for the plan year in which the Effective Time occurs in satisfying any applicable deductibles or out-of-pocket requirements under corresponding Parent benefit plans. Nothing in this Section 7.12 5.18 or elsewhere in this Agreement Agreement, shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” continuing employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will take all reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan.

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and its Subsidiaries who continue employment with the Final Surviving Entity Corporation after the Effective Time (the “Continuing Employees”"CONTINUING EMPLOYEES") shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Surviving Entity or, at the Parent’s election, of the Parent, Corporation that provide the following benefits: medical/dental/vision care, life insurance, life insurance disability income, sick pay, holiday pay and short-term vacation pay, dependent care, severance benefits and long-term disability insurance participation in the 401(k) plan (the “Plans”"PLANS"). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 2006. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans, provided that each Continuing Employee shall retain credit, for purposes of any service requirements for participation or vesting in a Plan, for his or her period of service with the Company or any of its Subsidiaries. Each Continuing Employee who, at the Effective Time, was participating in an employee group health plan maintained by Company or any of its Subsidiaries that is terminated by Parent shall not be excluded from Parent's employee group health plan or limited in coverage thereunder by reason of any waiting period restriction or pre-existing condition limitation; providedPROVIDED, howeverHOWEVER, that (i) nothing in this Section 7.12 6.11 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity Corporation to amend or terminate any such health or welfare benefit at any time, and (ii) if Parent or the Surviving Corporation terminates any Plan, then the Continuing Employees shall be eligible to participate in the plans or arrangements of the Parent that provide benefits similar to the benefits provided under any such terminated Plan, as determined by Parent in its sole discretion. Nothing in this Section 7.12 6.11 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “"at will” " employment, if permitted under applicable Lawlaw. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will take all reasonably necessary actions to cause its 401(k) plan, or any other 401(k) plan that it sponsors or maintains for the benefit of any of the Company's employees, (i) to be terminated or frozen prior to the Effective Time, including without limitation having (ii) to be transferred or assumed by the Company’s board Surviving Corporation, or (iii) to be merged into an appropriate qualified plan of directors vote to so terminate the Company’s 401(k) plan. As soon Parent, as practicable after the Closing Date, determined by Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) planits sole discretion.

Benefit Arrangements. (a) Subject Sellers shall ensure that as of immediately prior to the Effective Time, each employee or other service provider of Sellers and their Affiliates whose responsibilities consist primarily of providing services to the businesses of the Sales Package Companies is employed (or, in the case of independent contractors, engaged) by the Direct Sale Companies and their Subsidiaries and that no other individual is employed (or, in the case of independent contractors, engaged) by the Direct Sale Companies and their Subsidiaries. For the period from and after the Effective Time until December 31, 2012 (the “Continuation Period”), Purchaser shall provide or cause its Affiliates to provide to each employee of any of the Direct Sale Companies or their respective Subsidiaries who continues employment with Purchaser or any of its Subsidiaries following the Effective Time (each, a “Continuing Employee”): (i) base wages or salaries, as applicable, at least equal to those provided to such Continuing Employee immediately prior to the Effective Time; and (ii) an annual cash bonus opportunity that is no less favorable than the annual cash bonus opportunity provided to such Continuing Employee immediately prior to the Effective Time. (b) Notwithstanding anything in Section 6.07(a) to the contrary, for the period from and after the Effective Time until December 31, 2012, Purchaser shall provide or cause its Affiliates to provide to each Continuing Employee and Retiree employee benefits (for clarity, this Section 6.07(b) relates solely to employee pension benefit and employee welfare benefit plans and does not relate to compensatory arrangements or individual agreements) which are, subject to the final sentence of this Section 6.07(b), the same in all material respects to the employee benefit plans, programs, policies and arrangements, including Health and Welfare Benefits, provided to the Continuing Employee or Retiree immediately prior to the date of this Agreement (collectively, the “Pre-Closing Benefit Arrangements”). In determining whether the benefits provided to the Continuing Employees and Retirees pursuant to this Section 6.07(b) meet the applicable standard (i.e., the same in all material respects), dependent coverage shall be considered. For the period beginning on the date of this Agreement and ending on the Effective Time, the Sellers shall not amend, terminate or partially terminate the Pre-Closing Benefit Arrangements in any manner that adversely affects such employees except to the minimum extent required to comply with any applicable Law. Notwithstanding the foregoing provisions of this paragraph, Parent Purchaser may increase employee cost levels to reflect additional costs of maintenance of the Pre-Closing Benefit Arrangements above the levels in effect on the date hereof; provided, that such changes shall not be greater in the aggregate than the average of the aggregate annual increases in employee cost levels for the Pre-Closing Benefit Arrangements during the three calendar years prior to the year during which the Effective Time occurs. (c) Notwithstanding anything in Section 6.07(a) or 6.07(b) to the contrary, if a Continuing Employee is eligible to receive sabbatical benefits immediately prior to the Effective Time, the Continuing Employee shall be entitled to receive such sabbatical benefits following the Effective Time during the five year post-eligibility period provided pursuant to the terms of the sabbatical practices as it applied immediately prior to the date of this Agreement. In addition, if a Continuing Employee would have been eligible to receive sabbatical benefits if the Closing had not occurred during the Continuation Period, the Continuing Employee shall be entitled to receive the sabbatical benefits that would have been provided to the Continuing Employee pursuant to the terms of the sabbatical practice as it applied immediately prior to the date of this Agreement. (d) For a period of one year after the Effective Time, Purchaser shall provide or cause its Affiliates to provide to each Continuing Employee severance compensation and benefits that each such Continuing Employee is eligible to receive upon a qualifying termination of employment under the terms of the severance plan listed on Section 6.07(d) of the Seller Disclosure Schedule (taking into account service with Group and its Affiliates prior to the Effective Time and service with Purchaser and its Affiliates after the Effective Time). (e) If the Effective Time occurs before December 31, 2011, then Purchaser agrees that all fullthe 2011 annual bonuses under the ING Direct Short-time employees Term Incentive Plan (the “2011 Bonuses”) for Continuing Employees shall be determined as follows: (i) the portion of the Company 2011 Bonus to which each participant in such plan shall be entitled based on services performed in 2011 through the Effective Time shall be determined on a pro-rata basis immediately prior to the Effective Time based on the actual performance level taking into account the financial performance of the Bank in the normal course of business achieved in 2011 through the Effective Time and its Subsidiaries who continue employment with (ii) the Final Surviving Entity portion of the 2011 Bonus to which each participant in such plan shall be entitled based on services performed in 2011 after the Effective Time shall be determined on a pro-rata basis in accordance with Section 6.07(a)(ii). If the Effective Time occurs on or after December 31, 2011, but before the 2011 Bonuses are paid, the amount of the 2011 Bonuses shall be determined immediately prior to the Effective Time based on the actual performance level taking into account the financial performance of the Bank in the normal course of business achieved in 2011. In all cases, 2011 Bonuses for Continuing Employees shall be payable at the same time as annual bonuses for 2011 are paid to employees of Purchaser and its Subsidiaries generally (but in no event later than March 15, 2012), so long as the “Continuing Employees”applicable employee remains employed through such date, provided that an employee terminated subsequent to the Effective Time under circumstances entitling such employee to severance benefits under Section 6.07(d) shall have be entitled to receive a prorated bonus for the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements portion of the Final Surviving Entity oryear served, payable based on actual performance at the Parent’s electiontime 2011 bonuses are payable generally. Subject to the foregoing provisions of this Section 6.07(e), of the Parent, that provide the following benefits: medical/dental/vision insurance, life insurance 2011 Bonuses shall otherwise be determined and short-term and long-term disability insurance (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 2006. Participation of the Continuing Employees in such Plans shall be payable in accordance with the terms and conditions of the ING Direct Short-Term Incentive Plan. (f) With respect to any Purchaser Benefit Plans in which any Continuing Employee becomes eligible to participate on or after the Effective Time, Purchaser, as applicable, shall (i) with respect to Health and Welfare Benefits, waive all preexisting conditions, actively at work requirements, exclusion and waiting periods with respect to participation and coverage requirements under the Purchaser Benefit Plans to the extent they were inapplicable to, or were satisfied under, the US HoldCo Benefit Plans, (ii) for purposes of (A) eligibility, (B) vesting and (C) benefit level, solely with respect to any severance or paid time off plans or policies (but not for purposes of benefit accrual under a defined benefit pension plan) recognize the service that was credited to each such Continuing Employee under the corresponding US HoldCo Benefit Plan prior to the Effective Time, under the Purchaser Benefit Plans (except to the extent it would result in a duplication of benefits or is not provided for employees of Purchaser and its Subsidiaries for the same period of service), as if such service were with Purchaser and its Subsidiaries and (iii) with respect to Health and Welfare Benefits, cause any deductible, coinsurance and out-of-pocket expenses incurred by any such Continuing Employee and his or her covered dependents under the US HoldCo Benefit Plans during the portion of the plan year ending on the Closing Date to be taken into account for purposes of satisfying deductible, coinsurance and maximum out-of-pocket requirements under the applicable Purchaser Benefit Plan (to the same extent as they would be taken into account if incurred under such Purchaser Benefit Plan). (g) Notwithstanding the foregoing, Purchaser and the Sellers acknowledge and agree that all provisions contained in this Section 6.07 are included for the sole benefit of Purchaser and the Sellers and nothing contained herein shall (i) be construed as an amendment to any US HoldCo Benefit Plan or Purchaser Benefit Plan, (ii) create any third-party beneficiary or other rights in any other person, including any employee or former employee of any of the Direct Sale Companies or their respective Subsidiaries, any participant in the US HoldCo Benefit Plans, or any dependent or beneficiary thereof or (iii) otherwise obligate Purchaser or Group or any of their Affiliates to maintain any particular US HoldCo Benefit Plan, Purchaser Benefit Plan or retain the employment of any particular employee of any of the Direct Sale Companies or their respective Subsidiaries following the Effective Time. (h) Prior to the Closing Date, US HoldCo shall take all necessary actions to assign to Purchaser the US HoldCo Benefit Plans listed on Section 6.07(h) of the Seller Disclosure Schedule, and Purchaser shall assume such US HoldCo Benefit Plans listed on Section 6.07(h) of the Seller Disclosure Schedule at the Effective Time and be responsible for any Liabilities under such plans following the Effective Time. (i) The Sellers shall be solely responsible for any Controlled Group Liabilities. (j) US Holdco or its applicable Affiliate shall take such actions as are reasonably necessary to provide for termination within the 30-day period prior to the Effective Time, contingent upon the occurrence of the Effective Time, of the US Holdco Benefit Plans listed on Section 6.07(j) of the Seller Disclosure Schedule, but only to the extent that such terminations can be effectuated in accordance with Treas. Regs. Section 1.409A-3(j)(4)(ix)(B) (it being understood and agreed, however, that US Holdco or its applicable Affiliate shall in any case effectuate such termination if requested by Purchaser subsequent to the date hereof, so long as Purchaser consents to accelerated vesting prior to such termination of the amounts referenced on Section 6.07(j) of the Seller Disclosure Schedule) and, in connection with such terminations, if any, all distributions under the US Holdco Benefit Plans listed on Section 6.07(j) of the Seller Disclosure Schedule are to be made to participants in such plans at or prior to the Effective Time; provided, however, that nothing in this Section 7.12 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity to amend or terminate any such benefit at any time. Nothing in this Section 7.12 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent that the termination of such plans and the related distributions, if any, cannot applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles be effectuated or made prior to or at the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off Effective Time in accordance with Treas. Regs. Section 1.409A-3(j)(4)(ix)(B), but such terminations and distributions can be effectuated and made after the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off Effective Time in accordance with Parent’s paid time off Treas. Regs. Section 1.409A-3(j)(4)(ix)(B), Purchaser or its applicable Affiliate shall (including vacation) policy as if in effect on receipt of a legal opinion from the date hereof law firm of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP that such actions “will not” trigger income inclusion and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy additional tax for any accumulated but unused paid time off as participant under Section 409A of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (cCode) The Company agrees that it will take all such actions as are reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) planprovide for such terminations and distributions in accordance with Treas. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) planRegs. Section 1.409A-3(j)(4)(ix)(B).

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and its Subsidiaries CEA who continue employment with the Final CEA Surviving Entity Corporation or the Surviving Corporation or Parent or any Affiliate thereof after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or be eligible to continue to participateparticipate in the Company’s and CEA’s health, in employee vacation, welfare and retirement benefit plans through at least December 2010, and arrangements of that Parent shall ensure that the Final CEA Surviving Entity orCorporation, at the Parent’s electionSurviving Corporation, of the Parent, that provide the following benefits: medical/dental/vision insurance, life insurance and short-term and long-term disability insurance (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1an Affiliate thereof maintains the previously adopted 2010 Incentive Compensation Plan, 2006. Participation of the Continuing Employees in such Plans 2010 Hospital Sales Incentive Plan — Account Management Positions, the 2010 Sales Incentive Plan — RVP, Business Development, and the Sales Incentive Plan — VP, New Markets including the thresholds, targets and other provisions through at least December 2010, and that all payments due thereunder shall be made in accordance with the terms and conditions of the Planstherewith; provided, however, that nothing in this Section 7.12 4.9 or elsewhere in this Agreement shall limit the right of Parent or any Affiliate thereof, including the Final CEA Surviving Entity Corporation or the Surviving Corporation, to amend or terminate any such benefit plan or arrangement at any timetime after December 2010, and if Parent or any Affiliate thereof, including the CEA Surviving Corporation or the Surviving Corporation, terminates any such plan, then (upon expiration of any appropriate transition period), the Continuing Employees shall be eligible to participate in Parent’s benefit plans and vacation policies, in each case to the same extent as employees of Parent in similar positions and compensation grade levels. Nothing Continuing Employees shall receive credit for service time as an employee of the Company and CEA for purposes of eligibility to participate, vesting, and eligibility to receive benefits under any such Parent benefit plan and for purposes of vacation accrual for service accrued or deemed accrued prior to the Effective Time to the extent past service was recognized for such Continuing Employees under the comparable Company Plans immediately prior to the Effective Time, and to the same extent past service is credited under such plans or arrangements for similarly situated employees of Parent. Notwithstanding the foregoing, nothing in this Section 7.12 or elsewhere in this Agreement 4.9(a) shall be construed to create a right require crediting of service that would result in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity or any other Subsidiary (A) duplication of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageous, in the aggregate, to the benefits provided by either, at Parent’s electionbenefits, (xB) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Dateservice credit for benefit accruals under a defined benefit pension plan, or (yC) Parent or its subsidiaries to service credit under a newly established plan for which prior service is not taken into account for employees of Parent or and its subsidiaries (Affiliates generally. Additionally, any life, health and their eligible dependants) serving in comparable positions. To the extent Parent elects disability benefits available to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) Parent’s benefit plans shall not be subject to any third party insurer’s consent, Parent will cause any and all insurability requirement or pre-existing condition limitationsexclusion that would not apply to the corresponding benefit provided under a Company Plan immediately prior to the Effective Time. Parent shall further provide each Continuing Employee, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide commercially practicable, with credit for any co-payments and deductibles paid prior to the Closing Date but in Effective Time for the plan year in which includes the Closing Date for purposes of Effective Time occurs in satisfying any applicable deductible, deductibles or out-of-pocket or similar requirements under any such plans that may apply for such plan year after corresponding Parent benefit plans. (b) Immediately prior to the Closing Date, the Company and CEA shall cease contributions to, and terminate the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Associates Inc. 401(k) Plan (the “401(k) Plan”). Notwithstanding In connection therewith, the foregoing, after the Closing Date the Continuing Employees Company and CEA shall (i) shall no longer accrue paid time off in accordance with cause their respective board of directors to adopt written resolutions, to be delivered pursuant to Section 5.3(f), to terminate the Company’s paid time off 401(k) Plan and one hundred percent (including vacation100%) policy vest all participants under the 401(k) Plan, such termination and vesting to be effective immediately prior to the Closing Date; and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time deliver, prior to time thereafter as to employees generallyClosing, with full credit under the Company’s policy for any accumulated but unused paid time off as notice of the Closing Date401(k) Plan termination to any trustees and custodians of the 401(k) Plan and/or its assets. No payment in lieu Parent reserves the right to suspend the distribution of paid time off shall be made in connection benefits from the 401(k) Plan until the later of the receipt of a favorable determination letter from the IRS with the Closing, except respect to the extent otherwise required by Lawtermination of the 401(k) Plan or the completion of final testing and record keeping for the 401(k) Plan. (c) The Company agrees parties hereto acknowledge and agree that it will take all reasonably necessary actions provisions contained in this Section 4.9 are included for the sole benefit of the parties hereto, and that nothing in this Agreement, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including, without limitation, any Continuing Employees, any participant in any Parent benefit plan, or any dependent or beneficiary thereof, or (ii) to cause continued employment with Parent or any of its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) planAffiliates.

Benefit Arrangements. (a) Subject to the other provisions of this paragraphSection 6.7, Parent agrees that all full-time employees Employees of the Company and its Subsidiaries who continue employment with the Final Surviving Entity Corporation after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Surviving Entity Corporation or, at the Parent’s election, of the Parent, that provide the following benefits: medical/dental/vision insurance, life insurance and short-term and long-term disability insurance (the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 20062007. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans; provided, however, that nothing in this Section 7.12 6.7 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity Corporation to amend or terminate any such benefit at any time. Nothing in this Section 7.12 6.7 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageoussimilar, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries Subsidiaries to employees of Parent or its subsidiaries Subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiariesSubsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such Plan (excluding any stock option or equity incentive plans of Parent) for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any required third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plansplans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will shall take all reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan.

Benefit Arrangements. (a) Subject to the other provisions of this paragraphSection 6.13, Parent agrees that all full-time employees Employees of any member of the Company and its Subsidiaries Group who continue employment with the Final Interim Surviving Entity Corporation after the First Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Interim Surviving Entity Corporation or, at the Parent’s election, of the Parent, that provide satisfy the following benefits: obligations of Section 6.13(b), including medical/dental/vision insurance, and life insurance and short-term and long-term disability insurance (insurance(collectively, the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January December 1, 20062018 or, if the Closing has not occurred by such date on the next open enrollment or renewal date with respect thereto. Participation Subject to Section 6.13(b), participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans; provided, however, that nothing in this Section 7.12 6.13 or elsewhere in this Agreement shall limit the right of Parent or the Final Interim Surviving Entity Corporation to amend or terminate any such benefit at any time. Nothing in this Section 7.12 6.13 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Notwithstanding Section 6.13(a), Parent will cause the Continuing Employees Employees, for the one (1) year period following the Closing Date: (i) to have base salary, incentive compensation and benefits (excluding equity compensation) that are substantially similar or more advantageoussimilar, in the aggregate, to the incentive compensation and benefits provided by either, at Parent’s election, (x) any member of the Company or any of its Subsidiaries Group to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries . With respect to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects all benefits provided to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such Plan (excluding any stock option or equity incentive plans of Parent) for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any required third party insurer’s consentconsent (which Parent will use best efforts to acquire), Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plansplans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will shall take all reasonably necessary actions to cause its 401(k) plan plans and 125 Plan to be terminated prior to the First Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) planplans and any and all Company Employee Plans intended to meet the requirements of Code Section 125 (each, a “125 Plan”) (unless Parent provides written notice to the Company that any or all such 401(k) plans and/or 125 Plans shall not be terminated). As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan.

Benefit Arrangements. (a) Subject to the other provisions of this paragraphSection 6.8, Parent agrees that all full-time employees Employees of the Company and its Subsidiaries who continue employment with the Final Interim Surviving Entity Corporation after the Effective Time (the “Continuing Employees”) shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Interim Surviving Entity Corporation or, at the Parent’s election, of the Parent, that provide the following benefits: (i) with respect to those Continuing Employees in the United Kingdom — PHI cover (permanent health cover), pension scheme, holiday, life assurance, BUPA medical cover and eye cover; and (ii) with respect to those Continuing Employees outside of the United Kingdom — medical/dental/vision insurance, life insurance and short-term and long-term disability insurance (collectively, clauses (i) and (ii), the “Plans”). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries as follows: (x) with respect to those Continuing Employees in the United Kingdom, effective no later than January 1, 20062008 or, if the Closing has not occurred by such date on the next open enrollment or renewal date with respect thereto (other than with respect to life assurance, BUPA medical coverage and eye cover, which shall be effective on the later of January 1, 2008 or on the next renewal date with respect thereto); and (y) with respect to those Continuing Employees outside of the United Kingdom, effective January 1, 2008 or, if the Closing has not occurred by such date on the next open enrollment or renewal date with respect thereto. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans; provided, however, that nothing in this Section 7.12 6.8 or elsewhere in this Agreement shall limit the right of Parent or the Final Interim Surviving Entity Corporation to amend or terminate any such benefit at any time. Nothing in this Section 7.12 6.8 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary of Parent, and the employment of each Continuing Employee shall be “at will” employment, if permitted under applicable Law. (b) Parent will cause the Continuing Employees (i) to have benefits (excluding equity compensation) that are substantially similar or more advantageoussimilar, in the aggregate, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, or (y) Parent or its subsidiaries Subsidiaries to employees of Parent or its subsidiaries Subsidiaries (and their eligible dependantsdependents) serving in comparable positions. To Upon the extent Parent elects to have completion of the transition of the Continuing Employees and their eligible dependents participate to participation in its Plans following the Closing DateDate as set forth in Section 6.8(a), (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiariesSubsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such Plan (excluding any stock option or equity incentive plans of Parent) for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any required third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plansplans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Law. (c) The Company agrees that it will shall take all reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan. (d) Upon written notice from Parent to the Company prior to the Closing and subject to applicable Law as determined by the Company in its sole reasonable discretion, the Company shall effective immediately prior to the Effective Time terminate the employment of any Employee who has not executed and delivered to the Company an Option Reset Agreement and a Vesting Continuation Agreement (each such Employee, a “Terminated Employee”).

Benefit Arrangements. (a) Subject to the other provisions of this paragraph, Parent agrees that all full-time employees of the Company and its Subsidiaries who continue employment with the Final Surviving Entity Corporation after the Effective Time Closing Date (the “"Continuing Employees”") shall have the opportunity to participate, or to continue to participate, in employee benefit plans and arrangements of the Final Surviving Entity or, at the Parent’s election, of the Parent, Corporation that provide the following benefits: medical/dental/vision insurancemedical and dental care, life insurance time off pay (in accordance with the Company's past practices) and short-term and long-term disability insurance participation in the 401(k) plan (the “"Plans”"). Parent intends to transition the Continuing Employees into Plans maintained by Parent or its Subsidiaries effective no later than January 1, 2006. Participation of the Continuing Employees in such Plans shall be in accordance with the terms and conditions of the Plans, provided that each Continuing Employee shall retain credit, for purposes of any service requirements for participation or vesting in a Plan, for his or her period of service with the Company. Each Continuing Employee who, as of the Closing Date, was participating in an employee group health plan maintained by Company which plan is terminated by Parent shall not be excluded from Parent's employee group health plan or limited in coverage thereunder by reason of any waiting period restriction or pre-existing condition limitation; provided, however, that (i) nothing in this Section 7.12 7.2 or elsewhere in this Agreement shall limit the right of Parent or the Final Surviving Entity Corporation to amend or terminate any such health or welfare benefit at any time, and (ii) if Parent or the Surviving Corporation terminates any Plan, then the Continuing Employees shall be eligible to participate in the plans or arrangements of the Parent that provide benefits similar to the benefits provided under any such terminated Plan, as determined by Parent in its sole discretion. Nothing in this Section 7.12 7.2 or elsewhere in this Agreement shall be construed to create a right in any employee to employment with Parent, the Interim Surviving Corporation, the Final Surviving Entity Corporation or any other Subsidiary subsidiary of Parent, and the employment of each Continuing Employee shall be “"at will” " employment, if permitted under applicable Law. (b) Parent will cause Continuing Employees (i) law. It is expressly agreed that the provisions of this Section 7.2 are not intended to have benefits (excluding equity compensation) that are substantially similar be for the benefit of or more advantageousotherwise enforceable by any third Person, in including, without limitation, any employee of the aggregateCompany, to the benefits provided by either, at Parent’s election, (x) the Company or any of its Subsidiaries to the Continuing Employees (and their eligible dependents) immediately prior to the Closing Date, collective bargaining unit or (y) Parent or its subsidiaries to employees of Parent or its subsidiaries (and their eligible dependants) serving in comparable positions. To the extent Parent elects to have Continuing Employees and their eligible dependents participate in its Plans following the Closing Date, (i) Parent will allow such Continuing Employees and their eligible dependents to participate in such Plans on terms no less favorable than those provided to similarly situated employees of Parent or its subsidiaries, (ii) each such Continuing Employee will receive credit for purposes of eligibility to participate and vesting under such for years of service with the Company (or any of its Subsidiaries) prior to the Closing Date, and (iii) subject to any third party insurer’s consent, Parent will cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements under any group health plans of Parent in which such employees and their eligible dependents will participate to be waived (to the extent not applicable under the Company’s Plans) and will provide credit for any co-payments and deductibles prior to the Closing Date but in the plan year which includes the Closing Date for purposes of satisfying any applicable deductible, out-of-pocket or similar requirements under any such plans that may apply for such plan year after the Closing Date. Notwithstanding the foregoing, after the Closing Date the Continuing Employees (i) shall no longer accrue paid time off in accordance with the Company’s paid time off (including vacation) policy and (ii) shall accrue paid time off in accordance with Parent’s paid time off (including vacation) policy as in effect on the date hereof and as it may be amended from time to time thereafter as to employees generally, with full credit under the Company’s policy for any accumulated but unused paid time off as of the Closing Date. No payment in lieu of paid time off shall be made in connection with the Closing, except to the extent otherwise required by Lawemployee organization. (c) The Company agrees that it will take all reasonably necessary actions to cause its 401(k) plan to be terminated prior to the Effective Time, including without limitation having the Company’s board of directors vote to so terminate the Company’s 401(k) plan. As soon as practicable after the Closing Date, Parent shall permit the Continuing Employees to enroll in Parent’s 401(k) plan.