PARTICIPATING SPONSORS OF ANY COMPANY PLANS.
(B)
FOR A 12-MONTH PERIOD FOLLOWING THE CLOSING
(THE "RESTRICTED PERIOD"), FOR SO LONG AS ANY AFFECTED EMPLOYEE REMAINS EMPLOYED
BY A PURCHASER OR ITS AFFILIATES, PURCHASERS SHALL NOT REDUCE, OR PERMIT TO BE
REDUCED, ANY AFFECTED EMPLOYEE'S BASE SALARY AS IN EFFECT IMMEDIATELY PRIOR TO
THE CLOSING, AND SHALL PROVIDE INCENTIVE COMPENSATION (OTHER THAN EQUITY
COMPENSATION) OPPORTUNITIES AND EMPLOYEE BENEFITS TO AFFECTED EMPLOYEES THAT ARE
NO LESS FAVORABLE IN THE AGGREGATE THAN THOSE PROVIDED TO SUCH AFFECTED
EMPLOYEES IMMEDIATELY PRIOR TO THE CLOSING; PROVIDED, HOWEVER, THAT IF PURCHASER
CAUSES THE AFFECTED EMPLOYEES TO INCUR ANY INCREASED COSTS ASSOCIATED WITH
INSURED WELFARE ARRANGEMENTS, SUCH INCREASED COSTS SHALL NOT CAUSE THE
ARRANGEMENTS TO FAIL TO BE COMPARABLE IN THE AGGREGATE TO THE BENEFITS PROVIDED
IMMEDIATELY PRIOR TO CLOSING. FURTHERMORE, NOTHING IN THIS SECTION 5.12 SHALL
ACT AS AN AMENDMENT TO ANY EMPLOYEE BENEFIT PLAN, PROGRAM, OR ARRANGEMENT,
AFFECT A PURCHASER'S RIGHT TO AMEND OR TERMINATE ANY EMPLOYEE BENEFIT PLAN,
PROGRAM OR ARRANGEMENT IN ACCORDANCE WITH THE TERMS OF SUCH PLAN, PROGRAM OR
ARRANGEMENT AND APPLICABLE LAW, REQUIRE THE PURCHASERS TO MAINTAIN ANY
PARTICULAR PLAN, PROGRAM OR ARRANGEMENT OR ANY TYPE OF PLAN, PROGRAM OR
ARRANGEMENT, OR GIVE ANY THIRD PARTY THE RIGHT TO ENFORCE THE PROVISIONS OF THIS
AGREEMENT.
(C)
PERIODS OF EMPLOYMENT WITH ANY OF THE
COMPANIES OR THEIR SUBSIDIARIES (INCLUDING ANY CURRENT OR FORMER AFFILIATE OR
PREDECESSOR THEREOF) SHALL BE RECOGNIZED FOR PURPOSES OF DETERMINING, AS
APPLICABLE, THE ELIGIBILITY FOR PARTICIPATION AND VESTING OF ANY EMPLOYEE, UNDER
ALL EMPLOYEE BENEFIT PLANS OFFERED BY ANY PURCHASER OR AN AFFILIATE OF ANY
PURCHASER TO THE AFFECTED EMPLOYEES, INCLUDING VACATION PLANS OR ARRANGEMENTS,
WELFARE PLANS, RETIREMENT SAVINGS PLANS AND ANY ENTITLEMENTS UPON TERMINATION OF
EMPLOYMENT PURSUANT TO ANY EMPLOYMENT CONTRACT, SEVERANCE PLAN OR AS REQUIRED BY
LAW, AS APPLICABLE.
SUCH SERVICE SHALL NOT BE TAKEN INTO ACCOUNT FOR PURPOSES
OF DETERMINING THE LEVEL OF BENEFITS TO WHICH A PERSON IS ENTITLED THEREUNDER,
EXCEPT TO THE EXTENT REQUIRED BY LAW.
(D)
IMMEDIATELY AFTER CLOSING A FULLY INSURED
MEDICAL PLAN SPONSORED BY THE COMPANIES, THEIR SUBSIDIARIES, PURCHASERS OR AN
AFFILIATE OF ANY PURCHASER SHALL OFFER MEDICAL COVERAGE TO THE AFFECTED
EMPLOYEES, AND SUCH MEDICAL PLAN SHALL GRANT CREDIT FOR AMOUNTS PAID BY
PARTICIPANTS UNDER THE PLANS DURING THE PORTION OF THE APPLICABLE PLAN YEAR
PRECEDING THE CLOSING DATE, AND, WITH RESPECT TO ANY AFFECTED EMPLOYEE, SHALL
NOT EXCLUDE COVERAGE FOR SUCH AFFECTED EMPLOYEE'S PRE-EXISTING CONDITIONS TO THE
EXTENT COVERAGE WAS PROVIDED WITH RESPECT TO SUCH AFFECTED EMPLOYEE'S
PRE-EXISTING CONDITIONS UNDER THE EXISTING PLANS.
SGC SHALL COOPERATE WITH
PURCHASERS AND USE REASONABLE BEST EFFORTS TO CAUSE ONE OR MORE OF THE
COMPANIES, AS DETERMINED BY
101
PURCHASERS, TO ADOPT A FULLY INSURED MEDICAL PLAN AND SUCH OTHER WELFARE BENEFIT
PLANS (INCLUDING BUT NOT LIMITED TO WORKERS' COMPENSATION, SHORT AND LONG TERM
DISABILITY, AND LIFE INSURANCE) AS DETERMINED BY PURCHASERS TO BE NECESSARY AND
APPROPRIATE TO SATISFY THE COMPARABLE BENEFIT REQUIREMENT OF SECTION 5.12(B),
EFFECTIVE AS OF THE CLOSING;