AS OF THE CLOSING DATE AT SUCH TIMES AND TO THE
EXTENT THAT THE AFFECTED EMPLOYEES WOULD OTHERWISE HAVE BECOME ENTITLED TO SUCH
AMOUNTS UNDER THE APPLICABLE 2009 BONUS PLANS FOR THE FISCAL YEAR ENDING
JUNE 30, 2009; PROVIDED THAT ALL AMOUNTS ACCRUED UNDER SUCH 2009 BONUS PLANS
(WITH SUCH ACCRUAL BEING NO LESS THAN THE TARGET BONUS AMOUNTS PAYABLE UNDER THE
2009 BONUS PLANS MULTIPLIED BY A FRACTION, THE NUMERATOR OF WHICH IS THE NUMBER
OF DAYS ELAPSED FROM THE BEGINNING OF SUCH 2009 BONUS PLAN FISCAL YEAR AND THE
DENOMINATOR BEING 365) FOR THE PERIOD COMMENCING JULY 1, 2008 (OR THE BEGINNING
OF THE CURRENT 2009 BONUS PLAN FISCAL YEAR, IF APPLICABLE) THROUGH THE CLOSING
DATE SHALL BE REFLECTED AS A CURRENT LIABILITY FOR THE PURPOSES OF CALCULATING
NET WORKING CAPITAL.
SECTION 6.04.
GENERAL.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
ARTICLE VI IS INTENDED TO OR SHALL (I) CONFER UPON ANY AFFECTED EMPLOYEE ANY
LEGAL OR EQUITABLE RIGHT, BENEFIT OR REMEDY OF ANY NATURE WHATSOEVER, INCLUDING
ANY RIGHTS OF EMPLOYMENT FOR ANY SPECIFIED PERIOD OR (II) CONSTITUTE AN
AMENDMENT TO ANY OF THE COMPENSATION AND BENEFITS PLANS MAINTAINED FOR OR
PROVIDED TO ANY AFFECTED EMPLOYEE PRIOR TO OR FOLLOWING THE CLOSING.
SECTION 6.05.
FLEX PLAN.
EFFECTIVE AS OF THE CLOSING DATE, THE SELLER SHALL
TRANSFER, OR CAUSE TO BE TRANSFERRED, TO THE PURCHASERS AN AMOUNT, IN CASH,
REPRESENTING THE AGGREGATE 2008 CONTRIBUTIONS OF EACH AFFECTED EMPLOYEE THEN
PARTICIPATING IN THE SELLER'S FLEXIBLE BENEFITS PLAN (THE "SELLER FLEXIBLE
BENEFITS PLAN"), NET OF REIMBURSEMENTS (BUT NOT LESS THAN ZERO).
THE PURCHASERS
SHALL CAUSE SUCH AMOUNTS TO BE CREDITED TO EACH SUCH EMPLOYEE'S ACCOUNTS UNDER
THE PURCHASERS' (OR ONE OF THEIR AFFILIATE'S) CORRESPONDING FLEXIBLE BENEFITS
PLAN (THE "PURCHASER FLEXIBLE BENEFITS PLAN") WHICH SHALL BE ESTABLISHED AND IN
EFFECT FOR SUCH EMPLOYEES AS OF THE CLOSING DATE, AND ALL CLAIMS FOR
REIMBURSEMENT WHICH HAVE NOT BEEN PAID AS OF THE DATE OF THE TRANSFER TO THE
PURCHASERS AND CREDITED UNDER THE PURCHASERS FLEXIBLE BENEFITS
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PLAN SHALL BE PAID PURSUANT TO AND UNDER THE TERMS OF THE PURCHASERS FLEXIBLE
BENEFITS PLAN.
IN CONNECTION WITH SUCH TRANSFER, THE PURCHASERS SHALL DEEM THAT
SUCH AFFECTED EMPLOYEES' DEFERRAL ELECTIONS MADE UNDER THE SELLER FLEXIBLE
BENEFITS PLAN FOR THE 2008 CALENDAR YEAR SHALL CONTINUE IN EFFECT UNDER THE
PURCHASER FLEXIBLE BENEFITS PLAN FOR THE REMAINDER OF THE 2008 CALENDAR YEAR
FOLLOWING THE CLOSING DATE.
THE PURCHASERS AND THE SELLER SHALL COOPERATE AND
PROVIDE EACH OTHER WITH INFORMATION REASONABLY NECESSARY TO EFFECTUATE THE TERMS
OF THIS SECTION 6.05.
SECTION 6.06.
INACTIVE EMPLOYEES.
WITH RESPECT TO ANY BUSINESS EMPLOYEE THAT
IS ON DISABILITY LEAVE OR OTHERWISE NOT ACTIVELY EMPLOYED AS OF THE CLOSING DATE
(AN "INACTIVE EMPLOYEE") WHO IS ENTITLED TO RECEIVE BENEFITS FROM AN EMPLOYEE
PLAN OTHER THAN A COMPANY SPONSORED PLAN, THE SELLER SHALL CAUSE ITS EMPLOYEE
PLANS TO CONTINUE TO PROVIDE COVERAGE TO SUCH INACTIVE EMPLOYEE FOLLOWING THE
CLOSING DATE PURSUANT TO THE TERMS OF SUCH EMPLOYEE PLAN UNTIL SUCH TIME (IF
ANY) AS