Common use of Employee and Related Matters Clause in Contracts

Employee and Related Matters. (a) The Company shall take any and all actions that are necessary prior to the Closing to terminate its status as a participating employer/sponsor of the AXYS qualified retirement plan (the "AXYS 401(k) Plan") so that the employees of the Acquired Corporations will no longer be eligible to participate in the AXYS 401(k) Plan as of a date that is prior to the Closing Date. Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, stock option, 401(k) and other plans, to the same extent as comparably situated employees of Parent and would receive credit under Parent's benefit plans for service as an employee of the Acquired Corporations. Parent shall exercise commercially reasonable efforts to minimize the duration of any necessary transition period and to amend or replace Parent's existing plans as Parent, in its reasonable discretion believes necessary to comply with this Section 5.13(a). (b) At the Closing, the Company shall terminate its 2000 Incentive Compensation Plan and its 2000 Merit Compensation Plan, and shall ensure that no employee or former employee of any Acquired Corporation has any rights under any of such Plans and that any liabilities of the Acquired Corporations under such Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Acquired Corporations.

Employee and Related Matters. (a) The Company shall take any and all actions that are necessary prior to the Closing to terminate its status as a participating employer/sponsor of the AXYS qualified retirement plan (the "AXYS 401(k) Plan") so that the employees of the Acquired Corporations will no longer be eligible to participate in the AXYS 401(k) Plan as of a date that is prior to the Closing Date. Those employees of the Acquired Corporations that continue to be employees of Parent or any of its affiliates, including the Company, following the Closing would, subject to any necessary transition period and the terms of such plans, be eligible to participate in Parent's health, vacation, employee stock purchase, stock option, 401(k) and other plans, to the same extent as comparably situated employees of Parent and would receive credit under Parent's benefit plans for service as an employee of the Acquired Corporations. Parent shall exercise commercially reasonable efforts to minimize the duration of any necessary transition period and to amend or replace Parent's existing plans as Parent, in its reasonable discretion believes necessary to comply with this Section 5.13(a). (b) At the Closing, the Company shall terminate its 2000 Incentive Compensation Plan and its 2000 Merit Compensation Plan, and shall ensure that no employee or former employee of any Acquired Corporation has any rights under any of such Plans and that any liabilities of the Acquired Corporations under such Plans (including any such liabilities relating to services performed prior to the Closing) are fully extinguished at no cost to the Acquired Corporations.that