PLANS (THE "REIMBURSEMENT
ACCOUNT PLANS") WITH RESPECT TO THE CALENDAR YEAR THAT INCLUDES THE CLOSING DATE
FOR EACH PARTICIPANT WHO IS AN EMPLOYEE.
THE BUYER SHALL, OR SHALL CAUSE ITS
AFFILIATE TO, PROVIDE HEALTH CARE REIMBURSEMENT AND DEPENDENT CARE REIMBURSEMENT
PROGRAMS SUBSTANTIALLY COMPARABLE TO THOSE PROVIDED UNDER THE REIMBURSEMENT
ACCOUNT PLANS AT LEAST THROUGH THE END OF THE PLAN YEAR IN EFFECT AS OF THE
CLOSING DATE.
UPON THE TRANSFER OF SUCH ACCOUNT BALANCES, THE BUYER SHALL, OR
SHALL CAUSE ITS AFFILIATE TO, ASSUME RESPONSIBILITY FOR SUCH ACCOUNT BALANCES
AND SHALL INDEMNIFY THE SELLER AND ITS AFFILIATES AGAINST ALL LIABILITY WITH
RESPECT TO SUCH ACCOUNT BALANCES, BUT ONLY TO THE EXTENT SUCH LIABILITY ARISES
UPON OR AFTER THE TRANSFER OF SUCH ACCOUNT BALANCES; PROVIDED THAT THE BUYER OR
ITS AFFILIATE SHALL BE RESPONSIBLE FOR ALL LIABILITY FOR AND ADMINISTRATION OF
REIMBURSEMENT CLAIMS THAT HAVE NOT BEEN RECEIVED BY THE SELLER AS OF THE DATE
THE SELLER TRANSFERS SUCH ASSETS TO THE BUYER, REGARDLESS OF WHEN THE CLAIM WAS
INCURRED.
46
(E)
SEVERANCE.
ON AND AFTER THE CLOSING DATE,
THE BUYER OR ITS AFFILIATES SHALL BE SOLELY RESPONSIBLE FOR, AND NEITHER THE
SELLER NOR ANY OF ITS AFFILIATES SHALL HAVE ANY OBLIGATION OR LIABILITY FOR,
SEVERANCE PAY OR ANY OTHER SEVERANCE OBLIGATIONS IN RESPECT OF THE EMPLOYEES.
FOR THE PERIOD FROM THE CLOSING DATE THROUGH DECEMBER 31, 2004, THE SOLD
COMPANIES SHALL RETAIN THE AIMCOR SEVERANCE POLICY AND MAINTAIN SUCH SEVERANCE
POLICY FOR THE BENEFIT OF THE TRANSFERRED EMPLOYEES AND ANY FORMER EMPLOYEES
ENTITLED TO A BENEFIT THEREUNDER WITHOUT ANY MODIFICATION (EXCEPT AS REQUIRED BY
APPLICABLE LAW).
(F)
INCENTIVE PLAN.
ON AND AFTER THE CLOSING
DATE, THE SOLD COMPANIES SHALL RETAIN THE AIMCOR EXECUTIVE INCENTIVE PLAN (THE
"INCENTIVE PLAN"), MAINTAIN THE INCENTIVE PLAN WITHOUT ANY MODIFICATION (EXCEPT
AS REQUIRED BY APPLICABLE LAW) AND APPLY THE PERFORMANCE TARGETS AND CALCULATE
BONUSES IN A MANNER CONSISTENT WITH THE MANNER APPLIED AND CALCULATED BY THE
SOLD COMPANIES IMMEDIATELY PRIOR TO THE CLOSING DATE THROUGH DECEMBER 31, 2003,
AND NONE OF THE SELLER OR ITS AFFILIATES SHALL HAVE LIABILITIES OR OBLIGATIONS
WITH RESPECT TO SUCH INCENTIVE PLAN; PROVIDED, HOWEVER, THAT THE CONCLUSIVE NET
WORKING CAPITAL STATEMENT SHALL PRO-RATE THE LIABILITY OF THE BUYER AND THE
SELLER WITH RESPECT TO SUCH INCENTIVE PLAN (DETERMINED BASED ON THE TARGET
AMOUNTS PROVIDED FOR THEREIN), SUCH THAT THE BUYER IS EFFECTIVELY RESPONSIBLE
UNDER SECTION 2.2 HEREOF ONLY FOR AMOUNTS PAYABLE UNDER SUCH INCENTIVE PLAN FOR
THE PLAN YEAR IN WHICH THE CLOSING OCCURS BASED ON THE NUMBER OF DAYS REMAINING
IN THE PLAN YEAR AFTER THE CLOSING DATE.
(G)
SEVERANCE/SUCCESS AGREEMENTS.
ON THE
CLOSING DATE, THE SOLD COMPANIES SHALL RETAIN AND BE LIABLE FOR EACH AIMCOR
EXECUTIVE SEVERANCE/SUCCESS AGREEMENT (EACH, A "SUCCESS AGREEMENT"); PROVIDED,
HOWEVER, THAT THE SELLER SHALL AS OF CLOSING ASSUME ALL LIABILITY THEREUNDER FOR
THE SUCCESS FEE (AS DEFINED IN SECTION 3 THEREOF), WHICH THE SELLER SHALL PAY
DIRECTLY TO EACH PERSON IN ACCORDANCE WITH THE APPLICABLE TERMS OF EACH SUCH
SUCCESS AGREEMENT; PROVIDED, FURTHER,