HOSPITAL.
THE SELLER AND THE PURCHASERS AGREE TO COOPERATE IN GOOD FAITH
FOLLOWING THE CLOSING WITH EACH OTHER AND, WHERE APPLICABLE, WITH THE
THIRD-PARTY ADMINISTRATOR OF THE SELLER'S PLANS TO ENSURE THE FAIR AND ACCURATE
ADMINISTRATION OF THIS SECTION 6.01(C).
SECTION 6.02.
PENSION PLANS; 401(K) PLAN.
(A)
EFFECTIVE AS OF THE CLOSING
DATE, THE AFFECTED EMPLOYEES SHALL BE CONSIDERED TERMINATED PARTICIPANTS UNDER
THE DEFINED CONTRIBUTION AND DEFINED BENEFIT PLANS (BOTH QUALIFIED AND
NON-QUALIFIED) (COLLECTIVELY REFERRED TO AS THE "RETIREMENT PLANS") OF THE
SELLER AND ITS AFFILIATES IN WHICH THEY PARTICIPATE AND SHALL CEASE TO ACCRUE
BENEFITS THEREUNDER.
THE SELLER AND ITS AFFILIATES SHALL CAUSE THE AFFECTED
EMPLOYEES TO BE FULLY VESTED UNDER THE RETIREMENT PLANS AS OF THE CLOSING.
THE
SELLER AND ITS AFFILIATES SHALL AMEND OR SHALL EFFECT SUCH OTHER MODIFICATIONS
AS MAY BE APPROPRIATE TO EACH SUCH PLAN TO PROVIDE THAT, EFFECTIVE AS OF THE
CLOSING DATE, NEITHER OF THE COMPANIES NOR ANY OF THE COMPANY SUBSIDIARIES SHALL
BE A CONTRIBUTING SPONSOR THERETO.
(B)
WITH RESPECT TO THE 401(K) PLAN OF THE SELLER (THE "SELLER'S 401(K) PLAN"),
AS SOON AS ADMINISTRATIVELY PRACTICABLE FOLLOWING THE CLOSING DATE, THE SELLER
SHALL ADVISE THE AFFECTED EMPLOYEES WHO PARTICIPATE IN THE SELLER'S 401(K) PLAN
(THE "401(K) PLAN PARTICIPANTS") OF THEIR RIGHT TO ELECT TO RECEIVE A
DISTRIBUTION OF, OR TO ROLLOVER, THEIR INDIVIDUAL ACCOUNT BALANCES FROM THE
SELLER'S 401(K) PLAN.
THE SELLER SHALL CAUSE THE 401(K) PLAN PARTICIPANTS TO BE
FULLY VESTED IN THEIR INDIVIDUAL ACCOUNT BALANCES UNDER THE SELLER'S 401(K) PLAN
AS OF THE CLOSING.
TO THE EXTENT PERMITTED BY
63
LAW, THE SELLER AND THE PURCHASERS AGREE, AS SOON AS PRACTICABLE FOLLOWING THE
CLOSING DATE, THAT SUCH ACCOUNT BALANCES (EXCLUDING OUTSTANDING LOANS) MAY BE
TRANSFERRED BY THE 401(K) PLAN PARTICIPANTS TO A 401(K) PLAN MAINTAINED BY THE
PURCHASERS (THE "PURCHASERS' 401(K) PLAN") IN A DIRECT ROLLOVER.
NOTWITHSTANDING THE FOREGOING, THE SELLER SHALL IN NO EVENT REQUIRE
DISTRIBUTIONS OF THE INDIVIDUAL ACCOUNTS OF EMPLOYEES PRIOR TO THE DATE UPON
WHICH THE PURCHASERS' 401(K) PLAN CAN ACCEPT SUCH DISTRIBUTIONS.
AS SOON AS
PRACTICABLE FOLLOWING THE CLOSING DATE, THE PURCHASERS SHALL AMEND THE
PURCHASERS' 401(K) PLAN TO THE EXTENT NECESSARY TO ENABLE 401(K) PLAN
PARTICIPANTS TO MAKE ROLLOVER DISTRIBUTIONS TO THE PURCHASERS' 401(K) PLAN.
SECTION 6.03.
ANNUAL BONUSES.
(A)
SECTION 6.03(A) OF THE DISCLOSURE SCHEDULE
SETS FORTH THE TOTAL BONUSES PAYABLE TO BUSINESS EMPLOYEES IN RESPECT OF THE
2008 FISCAL YEAR (COLLECTIVELY, THE "2008 BONUSES").
ALL AMOUNTS DUE IN RESPECT
OF THE 2008 BONUSES SHALL BE PAID BY THE SELLER PRIOR TO THE CLOSING.
(B)
SECTION 6.03(B) OF THE DISCLOSURE SCHEDULE SETS FORTH (I) THE ANNUAL BONUS
AND INCENTIVE COMPENSATION BONUS ARRANGEMENTS COVERING BUSINESS EMPLOYEES IN
RESPECT OF THE 2009 FISCAL YEAR OR ANY PORTION THEREOF (COLLECTIVELY, THE
"2009 BONUS PLANS") AND (II) THE ANNUAL TARGET BONUS AMOUNTS FOR EACH BUSINESS
EMPLOYEE ENTITLED TO RECEIVE A BONUS PAYMENT UNDER SUCH 2009 BONUS PLANS.
FOLLOWING THE CLOSING DATE, THE PURCHASERS SHALL PAY AMOUNTS WITH RESPECT TO THE
2009 BONUS PLANS THAT ARE UNPAID