LEAST ONE YEAR FROM
THE CLOSING DATE, BENEFITS THAT ARE SUBSTANTIALLY COMPARABLE, IN THE AGGREGATE,
TO THOSE PROVIDED UNDER THE BENEFIT PLANS AS IN EFFECT AS OF THE CLOSING DATE.
IF PURCHASER PROVIDES SUCH BENEFITS UNDER PURCHASER'S EMPLOYEE BENEFIT PLANS OR
ARRANGEMENTS, (X) EACH COMPANY PARTICIPANT SHALL BE GIVEN SERVICE CREDIT FOR
ELIGIBILITY TO PARTICIPATE (PROVIDED THAT NO RETROACTIVE CONTRIBUTIONS WILL BE
REQUIRED) AND ELIGIBILITY FOR VESTING UNDER PURCHASER EMPLOYEE BENEFIT PLANS AND
ARRANGEMENTS WITH RESPECT TO HIS OR HER LENGTH OF SERVICE WITH THE COMPANY (AND
ITS SUBSIDIARIES AND PREDECESSORS) PRIOR TO THE CLOSING DATE, AND (Y) PURCHASER
SHALL CAUSE ANY AND ALL PRE-EXISTING CONDITION (OR ACTIVELY AT WORK OR SIMILAR)
LIMITATIONS, ELIGIBILITY WAITING PERIODS AND EVIDENCE OF INSURABILITY
REQUIREMENTS UNDER ANY PURCHASER EMPLOYEE BENEFIT PLANS AND ARRANGEMENTS TO BE
WAIVED (OTHER THAN LIMITATIONS OR WAITING PERIODS THAT ARE ALREADY IN EFFECT
WITH RESPECT TO SUCH COMPANY PARTICIPANT AND THAT HAVE NOT BEEN SATISFIED PRIOR
TO THE CLOSING DATE) WITH RESPECT TO SUCH COMPANY PARTICIPANTS TO THE SAME
EXTENT WAIVED OR SATISFIED UNDER COMPARABLE BENEFIT PLANS AND SHALL PROVIDE THEM
WITH CREDIT FOR ANY CO-PAYMENTS, DEDUCTIBLES, AND OFFSETS (OR SIMILAR PAYMENTS)
MADE DURING THE PLAN YEAR WHICH INCLUDES THE CLOSING DATE FOR THE PURPOSES OF
SATISFYING ANY APPLICABLE DEDUCTIBLE, OUT-OF-POCKET, OR SIMILAR REQUIREMENTS
UNDER ANY PURCHASER EMPLOYEE BENEFIT PLANS OR ARRANGEMENTS IN WHICH THEY ARE
ELIGIBLE IN THE PLAN YEAR WHICH INCLUDES PARTICIPATE AFTER THE CLOSING DATE.
(B)
401(K) PLAN.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, PURCHASER SHALL CAUSE THE COMPANY TO CONTINUE
THE COMPANY'S 401(K) PLAN ON SUBSTANTIALLY SIMILAR TERMS AS ARE IN EXISTENCE AT
THE CLOSING DATE FOR AT LEAST ONE YEAR FOLLOWING THE CLOSING DATE; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL PERMIT THE RETENTION OR SALE OF ANY SECURITIES
OF SELLER (SHARES OR INTERESTS IN SELLER'S CLASS A COMMON STOCK) IN
PARTICIPANTS' ACCOUNTS AS OF THE
31
CLOSING DATE THROUGH SUCH ONE-YEAR ANNIVERSARY BUT SHALL NOT PERMIT THE PURCHASE
OF ADDITIONAL SECURITIES OF SELLER AFTER THE CLOSING DATE.
DURING THIS PERIOD,
PURCHASER SHALL CAUSE THE COMPANY TO PERMIT PARTICIPANTS TO ELECT TO TRANSFER
FUNDS FROM AN INVESTMENT IN SELLER'S SECURITIES TO ALTERNATIVE INVESTMENTS
OFFERED IN THE COMPANY'S 401(K) PLAN.
SELLER SHALL CONTINUE TO MANAGE ALL
ASPECTS OF SELLER'S SECURITIES, INCLUDING TRANSACTING PARTICIPANT EXCHANGES IN
SELLER'S SECURITIES ON THE QUARTERLY TRADE CYCLE, PROVIDED, HOWEVER, THAT SELLER
SHALL INDEMNIFY, SAVE AND HOLD HARMLESS PURCHASER AND ITS AFFILIATES (INCLUDING,
AFTER THE CLOSING, THE COMPANY AND ITS SUBSIDIARIES) FOR ANY LOSSES ARISING OUT
OF OR RELATED TO THE VALUATION BY SELLER OF SELLER'S SECURITIES.
ON THE DATE OF
SELLER'S QUARTERLY TRADE CYCLE IMMEDIATELY FOLLOWING THE ONE-YEAR ANNIVERSARY OF
THE CLOSING DATE OR AT SUCH LATER DATE AS PURCHASER (OR THE TRUSTEE OF THE
401(K) PLAN) AND SELLER SHALL AGREE, PURCHASER (OR THE TRUSTEE OF THE 401(K)
PLAN) SHALL CAUSE PARTICIPANTS IN THE COMPANY'S 401(K) PLAN TO OFFER FOR SALE TO
SELLER ANY SELLER SECURITIES IN PARTICIPANTS' ACCOUNTS AND SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO CONTINUE USING THE