SELLER) WHO, IN BUYER'S SOLE DISCRETION, ARE CONSIDERED FOR EMPLOYMENT
WITH BUYER WILL BE SUBJECT TO ROUTINE EMPLOYMENT SCREENING AS APPLICABLE TO ALL
BUYER NEW HIRES AND IN ACCORDANCE WITH ALL APPLICABLE REGULATORY REQUIREMENTS
AND SUBJECT TO ALL RULES AND REQUIREMENTS PERTAINING TO BUYER'S EMPLOYEES.
SELLER'S EMPLOYEES WHO BECOME EMPLOYEES OF BUYER IN CONNECTION WITH THE
ACQUISITION (THE "TRANSFERRED EMPLOYEES") SHALL BE ENTITLED TO PARTICIPATE ON
THE SAME TERMS AND CONDITIONS AS SIMILARLY SITUATED BUYER EMPLOYEES IN THOSE
BENEFIT AND INCENTIVE PLANS (INCLUDING STOCK OPTION PLANS) PROVIDED BY BUYER OR
ITS AFFILIATES, AS APPLICABLE TO THEIR RESPECTIVE EMPLOYEES, WITH CREDIT FOR
PRIOR SERVICE WITH SELLER FOR PURPOSES OF ELIGIBILITY, VESTING, BENEFIT ACCRUAL
AND BENEFIT DETERMINATION UNDER SUCH PLANS PROVIDED BY BUYER OR ITS AFFILIATES.
A TRANSFERRED EMPLOYEE'S ELIGIBILITY FOR PARTICIPATION IN BUYER'S WELFARE
BENEFIT PLANS (I.E., MEDICAL PLAN, DENTAL PLAN, VISION PLAN, GROUP LIFE PLANS,
GROUP DISABILITY PLANS, EMPLOYEE STOCK PURCHASE PLAN, AND THE 401(K) PLAN) WILL
BE BASED ON THAT INDIVIDUAL'S PRIOR SERVICE WITH THE SELLER OR SHAREHOLDER
PERMITTING SOME TRANSFERRED EMPLOYEES TO MOVE DIRECTLY INTO BUYER'S EMPLOYEE
WELFARE PLANS IN WHICH THEY ELECT TO PARTICIPATE.
WITH THE EXCEPTION OF GROUP
HEALTH, PRESCRIPTION DRUG AND DENTAL PLANS, BUYER SHALL CAUSE EACH TRANSFERRED
EMPLOYEE AND HIS OR HER ELIGIBLE DEPENDENTS TO BE COVERED UNDER WELFARE BENEFIT
PLANS MAINTAINED BY BUYER OR ITS AFFILIATES THAT PROVIDE BENEFITS TO THE
TRANSFERRED EMPLOYEES AND SUCH ELIGIBLE DEPENDENTS EFFECTIVE IMMEDIATELY UPON
THE CLOSING DATE, SUBJECT TO THE TRANSFERRED EMPLOYEE'S PRIOR SERVICE LENGTH AND
ANY BENEFIT PLANS' ELIGIBILITY WAITING PERIODS.
SEVERANCE COSTS RELATED TO THE
TERMINATION OF ANY EMPLOYEES TERMINATED BY SELLER AND NOT HIRED BY BUYER SHALL
BE PAID BY THE SELLER.
(B)
CLAIMS OF TRANSFERRED EMPLOYEES AND THEIR ELIGIBLE BENEFICIARIES AND
DEPENDENTS FOR MEDICAL, DENTAL, PRESCRIPTION DRUG, LIFE INSURANCE, AND/OR OTHER
WELFARE
14
BENEFITS ("WELFARE BENEFITS") THAT ARE INCURRED BEFORE THE CLOSING DATE SHALL BE
THE SOLE RESPONSIBILITY OF THE EMPLOYEE BENEFIT PLANS SPONSORED AND MAINTAINED
BY THE SELLER AND ITS AFFILIATES.
CLAIMS OF TRANSFERRED EMPLOYEES AND THEIR
ELIGIBLE BENEFICIARIES AND DEPENDENTS FOR WELFARE BENEFITS THAT ARE INCURRED ON
OR AFTER THE CLOSING DATE SHALL BE THE SOLE RESPONSIBILITY OF BUYER AND IT
AFFILIATES.
(C)
FOR PURPOSES OF THE PRECEDING PROVISIONS OF THIS SECTION, A MEDICAL/DENTAL
CLAIM SHALL BE CONSIDERED INCURRED ON THE DATE WHEN THE MEDICAL/DENTAL SERVICES
ARE RENDERED OR MEDICAL/DENTAL SUPPLIES ARE PROVIDED, AND NOT WHEN THE CONDITION
AROSE OR WHEN THE COURSE OF TREATMENT BEGAN.
COVERAGE OF A CLAIM RELATING TO A
PRE-EXISTING CONDITION WILL BE DETERMINED IN ACCORDANCE WITH APPLICABLE FEDERAL
LAW.
(D)
BUYER SHALL HAVE NO LIABILITIES OR OBLIGATIONS ARISING OUT OF ANY
TRANSFERRED EMPLOYEE'S PREVIOUS EMPLOYMENT BY SELLER OR ANY PROMISES MADE BY
SELLER TO ANY TRANSFERRED EMPLOYEE EXCEPT AS SET FORTH IN THIS SECTION 6.1.
SELLER SHALL REMAIN RESPONSIBLE AND LIABLE FOR ANY WAGES, SALARIES, COMMISSIONS,
BONUSES, BENEFITS, EARNED BUT UNUSED VACATION, AND CLAIMS ARISING UNDER THE
EMPLOYMENT RELATIONSHIP FOR THE TRANSFERRED EMPLOYEES WHICH HAVE BEEN EARNED OR
WHICH HAVE ACCRUED PRIOR TO THE CLOSING