CY » Topics » 5.14 Other Employee Benefits.

This excerpt taken from the CY 8-K filed Aug 4, 2008.

5.14 Other Employee Benefits.

(a) Parent agrees that all Employees of the Company and its Subsidiaries who continue employment with Parent, the Surviving Corporation or any Subsidiary of the Surviving Corporation after the Effective Time (“Continuing Employees”) shall, following the Effective Time, be eligible to participate in Parent’s employee benefit plans (including equity plans, profit sharing plans, severance plans and health and welfare benefit plans) to substantially the same extent as similarly situated employees of Parent.

(b) Parent shall ensure that, as of the Effective Time, each Continuing Employee receives credit (for purposes of eligibility to participate, vesting (other than with respect to stock options granted by Parent after the Effective Time), benefit accrual, and vacation entitlement) for service with the Company or its Subsidiaries (or predecessor employers to the extent the Company provides such past service credit) to the extent similarly situated employees of Parent receive credit under the comparable employee benefit plans, programs and policies of Parent or the Surviving Corporation, as applicable, in which such employees became participants. As of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, credit to Continuing Employees the amount of vacation time that such employees had accrued under any applicable Company Plan as of the Effective Time. With respect to each health or welfare benefit plan maintained by Parent or the Surviving Corporation for the benefit of Continuing Employees, Parent shall use its commercially reasonable efforts to (i) cause to be waived any eligibility waiting periods, any evidence of insurability requirements and the application of any pre-existing condition limitations under such plan, and (ii) cause each Continuing Employee to be given credit under such plan for all amounts paid by such Continuing Employee under any similar Company Plan for the plan year that includes the Effective Time for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the plans maintained by Parent or the Surviving Corporation, as applicable, for the plan year in which the Effective Time occurs. Parent shall take, or shall cause to be taken, all action necessary to amend its defined contribution plan if required or necessary to implement the direct transfer of the account balance of each Continuing Employee from the trustee of the Company’s defined contribution plan to the trustee for the Parent’s defined contribution plan as soon as administratively practicable following the Effective Time.



(c) Nothing in this Section 5.14 shall alter the at-will status of the Company’s and its Subsidiaries’ U.S.-based employees.

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