CORPORATION (THE "CONTINUING EMPLOYEES"), WITH EMPLOYEE BENEFITS (EXCLUDING
EQUITY BASED BENEFITS OR AWARDS AND ANY DEFINED BENEFIT RETIREMENT PLAN
BENEFITS) THAT, IN THE AGGREGATE, ARE COMPARABLE TO THE EMPLOYEE BENEFITS
PROVIDED BY PARENT AND ITS SUBSIDIARIES TO SIMILARLY SITUATED EMPLOYEES OF
PARENT OR ITS SUBSIDIARIES IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
(B)
PARENT AND THE SURVIVING CORPORATION WILL CAUSE THE EMPLOYEE
BENEFIT PLANS THAT SUCH CONTINUING EMPLOYEES ARE OR BECOME ELIGIBLE TO
PARTICIPATE IN TO TAKE INTO ACCOUNT FOR PURPOSES OF ELIGIBILITY AND VESTING
THEREUNDER SERVICE BY SUCH EMPLOYEES WITH THE COMPANY OR ANY SUBSIDIARY AS IF
SUCH SERVICE WERE WITH THE SURVIVING CORPORATION OR ANY OF ITS SUBSIDIARIES, AS
THE CASE MAY BE, TO THE SAME EXTENT THAT SUCH SERVICE WAS CREDITED UNDER ANY
ANALOGOUS COMPANY PLAN IMMEDIATELY PRIOR TO THE EFFECTIVE TIME.
FOLLOWING THE
EFFECTIVE TIME, CONTINUING EMPLOYEES WILL RETAIN CREDIT FOR UNUSED VACATION AND
SICK DAYS WHICH WERE ACCRUED WITH THE COMPANY OR A SUBSIDIARY AS OF THE
EFFECTIVE TIME.
IN ADDITION, IF THE EFFECTIVE TIME FALLS WITHIN AN ANNUAL
PERIOD OF COVERAGE UNDER ANY GROUP HEALTH PLAN OF THE SURVIVING CORPORATION OR
ANY OF ITS SUBSIDIARIES, EACH CONTINUING EMPLOYEE SHALL BE GIVEN CREDIT FOR
COVERED EXPENSES PAID BY THAT EMPLOYEE UNDER COMPARABLE COMPANY PLANS DURING THE
APPLICABLE COVERAGE PERIOD THROUGH THE EFFECTIVE TIME TOWARD SATISFACTION OF ANY
ANNUAL DEDUCTIBLE LIMITATION AND OUT-OF-POCKET MAXIMUM THAT MAY APPLY UNDER THAT
GROUP HEALTH PLAN OF THE SURVIVING CORPORATION AND ITS SUBSIDIARIES.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION 7.2, NOTHING HEREIN SHALL LIMIT THE ABILITY
OF PARENT, THE SURVIVING CORPORATION OR ANY OF THEIR RESPECTIVE SUBSIDIARIES TO
AMEND OR TERMINATE ANY OF THE COMPANY PLANS IN ACCORDANCE WITH THEIR TERMS AT
ANY TIME.
(C)
PARENT AGREES TO ADOPT AS BINDING AND ENFORCEABLE POLICIES AND
CONTINUE AFTER THE EFFECTIVE TIME, AND TO CAUSE THE SURVIVING CORPORATION TO
CONTINUE, THE TRAMMELL CROW COMPANY 2006 ANNUAL PRINCIPAL BONUS PLAN, TRAMMELL
CROW COMPANY SEVERANCE PAY POLICY AND TRAMMELL CROW COMPANY RETENTION PLAN (THE
"2006 PLANS"), IN EACH CASE AS ADOPTED BY THE BOARD OF DIRECTORS OF THE COMPANY
PRIOR TO THE EFFECTIVE TIME AND IN THE FORM SET FORTH ON, OR WITH RESPECT TO THE
TRAMMELL CROW COMPANY RETENTION PLAN IN ACCORDANCE WITH THE TERM SHEET SET FORTH
ON, SECTION 7.2(C) OF THE COMPANY DISCLOSURE SCHEDULE, WITH RESPECT TO
CONTINUING EMPLOYEES UNTIL (I) THE PAYMENT OF ALL AMOUNTS DUE AND PAYABLE UNDER
THE TRAMMELL CROW COMPANY RETENTION PLAN AND WITH RESPECT TO CALENDAR YEAR 2006
IN THE CASE OF THE TRAMMELL CROW COMPANY 2006 ANNUAL PRINCIPAL BONUS PLAN AND
(II) THE ONE-YEAR ANNIVERSARY OF THE CLOSING DATE IN THE CASE OF THE TRAMMELL
CROW COMPANY SEVERANCE PAY POLICY.
56
(D)
EFFECTIVE AS OF THE DAY IMMEDIATELY PRECEDING THE EFFECTIVE DATE,
THE COMPANY SHALL TAKE ALL CORPORATE ACTIONS NECESSARY TO EFFECTUATE THE
TERMINATION OF THE TRAMMELL CROW COMPANY RETIREMENT SAVINGS PLAN (THE "COMPANY
401(K) PLAN"), SUBJECT TO AND CONDITIONED UPON THE OCCURRENCE OF THE EFFECTIVE
TIME, UNLESS PARENT PROVIDES NOTICE TO THE COMPANY