SELLER
PARTIES SHALL COOPERATE WITH THE BUYERS' REASONABLE REQUESTS FOR ACCESS TO THE
SELLERS' EMPLOYEES FOR PURPOSES OF MAKING EMPLOYMENT OFFERS.
EACH OF THE
SELLERS' EMPLOYEES WHO PASSES THE BUYERS' STANDARD SCREENING PROCEDURES, ACCEPTS
THE BUYERS' OFFER OF EMPLOYMENT AND ACTUALLY COMMENCES WORK WITH THE BUYERS OR
THEIR AFFILIATES SHALL BE A "BUYERS' EMPLOYEE" FOR PURPOSES OF THIS AGREEMENT
UPON THE LATER OF THE CLOSING DATE OR THE COMMENCEMENT OF SUCH SELLERS'
EMPLOYEE'S ACTIVE EMPLOYMENT WITH THE BUYERS.
EXCEPT AS REQUIRED BY LAW,
NEITHER THE BUYERS NOR THEIR AFFILIATES SHALL BE REQUIRED TO CONTINUE THE
EMPLOYMENT OF ANY BUYERS' EMPLOYEE FOR ANY PERIOD OF TIME, EACH SUCH EMPLOYEE
SHALL BE AN AT-WILL EMPLOYEE, AND THE EMPLOYMENT OF ANY BUYERS' EMPLOYEE MAY BE
TERMINATED IN THE BUYERS' SOLE DISCRETION AT ANY TIME IN ACCORDANCE WITH
APPLICABLE LAW.
(B)
WITH RESPECT TO EACH BUYERS' EMPLOYEE,
EFFECTIVE AS OF 12:01 A.M. ON THE DATE SUCH EMPLOYEE BECOMES A BUYERS' EMPLOYEE,
SUCH BUYERS' EMPLOYEE SHALL CEASE TO PARTICIPATE IN THE EMPLOYEE WELFARE BENEFIT
PLANS (AS SUCH TERM IS DEFINED IN ERISA) MAINTAINED OR SPONSORED BY THE SELLERS
OR THEIR AFFILIATES (THE "PRIOR WELFARE PLANS"), EXCEPT AS MAY BE REQUIRED UNDER
COBRA, AND SHALL, IF APPLICABLE, COMMENCE TO PARTICIPATE IN WELFARE BENEFIT
PLANS OF THE BUYERS OR THEIR AFFILIATES (THE "REPLACEMENT WELFARE PLANS").
THE
BUYERS SHALL USE REASONABLE EFFORTS (I) TO WAIVE ALL LIMITATIONS AS TO
PRE-EXISTING CONDITION EXCLUSIONS AND WAITING PERIODS WITH RESPECT TO THE
BUYERS' EMPLOYEES UNDER THE REPLACEMENT WELFARE PLANS, OTHER THAN, BUT ONLY TO
THE EXTENT OF, LIMITATIONS OR WAITING PERIOD THAT WERE IN EFFECT WITH RESPECT TO
SUCH EMPLOYEE UNDER THE PRIOR WELFARE PLANS AND THAT HAVE NOT BEEN SATISFIED AS
OF THE CLOSING DATE, AND (II) TO PROVIDE THE BUYERS' EMPLOYEES WITH CREDIT FOR
ANY CO-PAYMENTS AND DEDUCTIBLES PAID PRIOR TO THE CLOSING DATE IN SATISFYING ANY
DEDUCTIBLE OR OUT OF POCKET REQUIREMENTS UNDER THE REPLACEMENT WELFARE PLAN (ON
A PRO RATA BASIS IN THE EVENT OF A DIFFERENCE IN PLAN YEARS).
WITH RESPECT TO
EACH BUYERS' EMPLOYEE (INCLUDING ANY BENEFICIARY OR THE DEPENDANT THEREOF), THE
SELLER PARTIES SHALL RETAIN ALL LIABILITIES AND OBLIGATIONS ARISING UNDER ANY
PRIOR WELFARE PLAN WHETHER ARISING ON, PRIOR TO OR FOLLOWING THE CLOSING DATE.
(C)
EFFECTIVE NOT LATER THAN THE DATE A
SELLERS' EMPLOYEE BECOMES A BUYERS' EMPLOYEE, THE SELLER PARTIES SHALL CAUSE
SUCH BUYERS' EMPLOYEE TO CEASE TO PARTICIPATE IN THE BENEFIT PLANS, EXCEPT AS
MAY BE REQUIRED UNDER COBRA, AND THE BUYERS SHALL CAUSE SUCH EMPLOYEE IF
APPLICABLE AND TO THE EXTENT THAT SUCH EMPLOYEE SATISFIES ANY APPLICABLE
CONDITIONS AND REQUIREMENTS, TO COMMENCE PARTICIPATION IN CERTAIN OF THE
EMPLOYEE BENEFIT PLANS, PROGRAMS
44
AND FRINGE BENEFIT PLANS, PROGRAMS AND FRINGE BENEFIT ARRANGEMENTS OF THE BUYERS
("BUYERS BENEFIT PLANS").
THE BUYERS' EMPLOYEES SHALL BE GIVEN YEARS OF SERVICE
CREDIT, SOLELY FOR PURPOSES OF ELIGIBILITY FOR VACATION ALLOTMENT AND NOT FOR
(I) ELIGIBILITY FOR ANY OTHER PURPOSE, (II) VESTING, (III) BENEFIT ACCRUAL,
(IV) SERVICE RELATED TO BENEFIT LEVEL OR (V) ANY OTHER