WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, (A) EACH COMPANY EMPLOYEE SHALL BE IMMEDIATELY
ELIGIBLE TO PARTICIPATE, WITHOUT ANY WAITING TIME, IN ANY AND ALL NEW PLANS TO
THE EXTENT COVERAGE UNDER SUCH NEW PLAN IS COMPARABLE TO A COMPANY BENEFIT PLAN
IN WHICH SUCH COMPANY EMPLOYEE PARTICIPATED IMMEDIATELY BEFORE THE EFFECTIVE
TIME (SUCH PLANS, COLLECTIVELY, THE "OLD PLANS"), AND (B) FOR PURPOSES OF EACH
NEW PLAN PROVIDING MEDICAL, DENTAL, PHARMACEUTICAL AND/OR VISION BENEFITS TO ANY
COMPANY EMPLOYEE, ALL PRE-EXISTING CONDITION EXCLUSIONS AND ACTIVELY-AT-WORK
REQUIREMENTS
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OF SUCH NEW PLAN SHALL BE WAIVED FOR SUCH EMPLOYEE AND HIS OR HER COVERED
DEPENDENTS, UNLESS SUCH CONDITIONS WOULD NOT HAVE BEEN WAIVED UNDER THE
COMPARABLE OLD PLANS OF THE COMPANY OR ITS SUBSIDIARIES IN WHICH SUCH EMPLOYEE
PARTICIPATED IMMEDIATELY PRIOR TO THE EFFECTIVE TIME AND ANY ELIGIBLE EXPENSES
INCURRED BY SUCH EMPLOYEE AND HIS OR HER COVERED DEPENDENTS DURING THE PORTION
OF THE PLAN YEAR OF THE OLD PLAN ENDING ON THE DATE SUCH EMPLOYEE'S
PARTICIPATION IN THE CORRESPONDING NEW PLAN BEGINS SHALL BE TAKEN INTO ACCOUNT
UNDER SUCH NEW PLAN FOR PURPOSES OF SATISFYING ALL DEDUCTIBLE, COINSURANCE AND
MAXIMUM OUT-OF-POCKET REQUIREMENTS APPLICABLE TO SUCH EMPLOYEE AND HIS OR HER
COVERED DEPENDENTS FOR THE APPLICABLE PLAN YEAR AS IF SUCH AMOUNTS HAD BEEN PAID
IN ACCORDANCE WITH SUCH NEW PLAN.
(III)
THE ESOP AND THE SURVIVING CORPORATION EACH HEREBY ACKNOWLEDGES
THAT A "CHANGE OF CONTROL" (OR SIMILAR PHRASE) WITHIN THE MEANING OF THE COMPANY
STOCK PLANS AND THE COMPANY BENEFIT PLANS, AS APPLICABLE, WILL OCCUR AT OR PRIOR
TO THE EFFECTIVE TIME, AS APPLICABLE.
(IV)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
AGREEMENT, THE SURVIVING CORPORATION AGREES TO THE ADDITIONAL MATTERS SET FORTH
ON SECTION 5.5(B)(IV) OF THE COMPANY DISCLOSURE SCHEDULE.
(V)
IMMEDIATELY FOLLOWING THE CLOSING, THE SURVIVING CORPORATION SHALL
ADOPT AN INCENTIVE PLAN IN ACCORDANCE WITH THE TERM SHEET SET FORTH IN
SECTION 5.5(B)(V) OF THE COMPANY DISCLOSURE SCHEDULE.
THIS SECTION 5.5(B)(V)
SHALL BE ENFORCEABLE BY AND ON BEHALF OF THE BENEFICIARIES OF THE TRANSITIONAL
COMPENSATION PLAN.
SECTION 5.6
REASONABLE BEST EFFORTS.
(A)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
EACH OF THE COMPANY, THE ESOP AND MERGER SUB SHALL USE (AND CAUSE ITS AFFILIATES
TO USE) ITS REASONABLE BEST EFFORTS (SUBJECT TO, AND IN ACCORDANCE WITH,
APPLICABLE LAW) TO TAKE PROMPTLY, OR CAUSE TO BE TAKEN PROMPTLY, ALL ACTIONS,
AND TO DO PROMPTLY, OR CAUSE TO BE DONE PROMPTLY, AND TO ASSIST AND COOPERATE
WITH THE OTHER PARTIES IN DOING, ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER
APPLICABLE LAWS TO CONSUMMATE AND MAKE EFFECTIVE THE MERGER AND THE OTHER
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING (I) THE OBTAINING OF ALL
NECESSARY ACTIONS OR NONACTIONS, WAIVERS, CONSENTS AND APPROVALS, INCLUDING THE
COMPANY APPROVALS AND THE ESOP APPROVALS, FROM GOVERNMENTAL ENTITIES AND THE
MAKING OF ALL NECESSARY REGISTRATIONS AND FILINGS AND THE TAKING OF ALL STEPS AS
MAY BE NECESSARY TO OBTAIN AN APPROVAL OR WAIVER FROM, OR TO AVOID AN ACTION OR
PROCEEDING BY, ANY