EMPLOYMENT. EACH EMPLOYEE WHO IS EMPLOYED BY THE COMPANY OR THE
SUBSIDIARY ON THE CLOSING DATE SHALL CONTINUE TO BE EMPLOYED BY THE COMPANY OR
THE SUBSIDIARY, AS APPLICABLE, ON AND AFTER THE CLOSING DATE AT SUBSTANTIALLY
THE SAME BASE WAGE OR SALARY AS IN EFFECT IMMEDIATELY PRIOR TO THE CLOSING DATE.
SUCH CONTINUED EMPLOYMENT SHALL BE EMPLOYMENT AT-WILL, EXCEPT FOR THOSE
EMPLOYEES WITH EMPLOYMENT AGREEMENTS IDENTIFIED IN SCHEDULE 3.20(B)(II) OF THIS
AGREEMENT, AND NOTHING IN THIS SECTION 8.2 IS INTENDED TO CREATE, OR SHALL
CREATE OR CONFER, ANY RIGHT OF EMPLOYMENT AFTER THE CLOSING DATE FOR ANY
EMPLOYEE.
(B)
SERVICE CREDIT. ALL PAST SERVICE OF THE EMPLOYEES WITH THE COMPANY
AND/OR THE SUBSIDIARY SHALL BE TAKEN INTO ACCOUNT FOR PURPOSES OF ELIGIBILITY
AND VESTING UNDER THE BENEFIT PLANS PROVIDED BY THE PURCHASER AND FOR PURPOSES
OF CALCULATING VACATION BENEFITS AND SEVERANCE BENEFITS UNDER THE VACATION PLAN
AND SEVERANCE PLAN MAINTAINED BY THE PURCHASER.
(C)
WELFARE PLANS. ASSUMING THE APPLICABLE CARRIER(S) CONSENTS, THE
PURCHASER SHALL TAKE ALL ACTION NECESSARY AND APPROPRIATE TO ENSURE THAT, AS
SOON AS PRACTICABLE AFTER THE CLOSING DATE, THE PURCHASER MAINTAINS OR ADOPTS
(OR CAUSES THE SUBSIDIARY TO MAINTAIN OR ADOPT), AS OF THE CLOSING DATE, ONE OR
MORE EMPLOYEE WELFARE BENEFIT PLANS, INCLUDING MEDICAL, HEALTH, DENTAL, FLEXIBLE
SPENDING ACCOUNT, ACCIDENT, LIFE, SHORT-TERM DISABILITY, AND OTHER EMPLOYEE
WELFARE BENEFIT PLANS FOR THE BENEFIT OF THE EMPLOYEES (THE "PURCHASER WELFARE
PLANS"). ASSUMING THE APPLICABLE CARRIER(S) CONSENTS, THE PURCHASER WELFARE
PLANS SHALL PROVIDE AS OF THE CLOSING DATE BENEFITS TO THE EMPLOYEES (AND THEIR
DEPENDENTS AND BENEFICIARIES) THAT, IN THE AGGREGATE, ARE COMPARABLE TO THE
BENEFITS TO WHICH THEY WERE ENTITLED UNDER THE CORRESPONDING WELFARE BENEFIT
PLANS MAINTAINED BY THE COMPANY OR THE SUBSIDIARY ON THE CLOSING DATE (THE
"COMPANY AND SUBSIDIARY WELFARE PLANS"), THROUGH THE APPLICABLE RENEWAL DATE. AT
RENEWAL, PURCHASER SHALL REVIEW RENEWAL INCREASES AND MAKE NECESSARY
MODIFICATIONS. ANY RESTRICTIONS ON COVERAGE FOR PREEXISTING CONDITIONS OR
REQUIREMENTS FOR EVIDENCE OF INSURABILITY UNDER THE PURCHASER WELFARE PLAN SHALL
BE WAIVED FOR THE EMPLOYEES, AND THE EMPLOYEES SHALL RECEIVE CREDIT UNDER THE
PURCHASER WELFARE PLAN FOR CO-PAYMENTS AND PAYMENTS UNDER A DEDUCTIBLE LIMIT
MADE BY THEM AND FOR OUT-OF-POCKET MAXIMUMS APPLICABLE TO THEM DURING THE PLAN
YEAR OF THE COMPANY AND SUBSIDIARY WELFARE PLAN IN ACCORDANCE WITH THE
CORRESPONDING COMPANY AND SUBSIDIARY WELFARE PLAN. NOTWITHSTANDING THE
AFOREMENTIONED, NOTHING CONTAINED HEREIN SHALL OBLIGATE THE PURCHASER TO PROVIDE
PURCHASER WELFARE PLANS HAVING BENEFITS IN EXCESS OF THOSE CURRENTLY OFFERED TO
PURCHASER'S EXISTING EMPLOYEES.
8.3.
INDEMNIFICATION OF OFFICERS AND DIRECTORS OF THE COMPANY AND THE
SUBSIDIARY.
(A)
INDEMNIFICATION. AFTER THE CLOSING, THE COMPANY WILL, AND THE
PURCHASER WILL CAUSE THE COMPANY, THE SUBSIDIARY AND THE AFFILIATE TO: (I)
INDEMNIFY, DEFEND AND HOLD HARMLESS THE PRESENT OFFICERS AND DIRECTORS
(COLLECTIVELY, THE "DIRECTOR INDEMNIFIED PARTIES" AND INDIVIDUALLY, A "DIRECTOR
INDEMNIFIED PARTY") IN RESPECT OF ACTS OR OMISSIONS OCCURRING ON OR PRIOR TO THE
CLOSING DATE TO THE EXTENT PROVIDED UNDER APPLICABLE LAW OR UNDER THE
ORGANIZATIONAL DOCUMENTS OF THE COMPANY. THE SUBSIDIARY, OR