200209214 - Laserfiche WebLink

Browse

200209214 item 19 of Section 5.16(a) of the Company Dieck erne Scbeduk (and speeiCym`. will, «spat to each mc6 Person, a salary and • term of employment ore ra [101111 an such Schedule opposite such Pa 'a nasrc} To the extent that Parent elects, m cover Company's employees under any employee beoe6t plan(3) maim iced by Parent or any of its subsidiaries, Patent &ball grant each such employee full credit for a0 periods of employment with Company and its subsidiaries for purpose, of eligibift and vesting (if applicable), under such plant, except 0) with respect m my health plan m ®tamM by Parent or its Subsidiaries. Pmeet will, in accordance with the fegmiramenta of the Haft bvtuanme Portability and A«amability As, ( "EOPAA"), waive WILY imitation on medical coverage doe m preexisting conditions far an empleyea or dependent who is covered under Company's health plan rattly prior to the data on which such employee or dependent would be covered under a bealth plan maintained by Parent or subsidiary. (u) Facet shag not be obligated to provide credit for years of service for benefit accrual purposes under my defined benefit pension plan mi imai ed by Patent or its subsidiaries; prior to the dean os which the employee actually hecoma a participant in sucb plan, and (iii) with respect to my halal plan of Patent or one of its subsidiaries which provides post - murememt coverage. Parent will provide credit only for periods of an employx's employment wins Company or its subsidiaries for purposes of detnmioing eUgilality. The Surviving Corporation shall assume, boar and perform the provisions of the Company's Director Compensation Health Beae6t Plm. adopted ]=my 21. 1998 and contained in the Company's Director Handbook dafad July 6. 2000 u pages 4243. (b) Prior to the Effective Time, the Bond of Directors of Poet; or an apptpriate consent" of one. employee directors thereof, shall adopt a rasoludon consistent with the rules and mospreuve guidance of the, SEC m that the wcp aition by an office' or ditamr of the Company wbo may become a covered person of Parent for purposes of Section 16 of the 1934 Act and the rules and regulations thaeundet ( "Section 16 ") of Punt Stock and options to acquire Patent Stock pmwmt to the name of this Agteemmt and time Merger sha6. be an exempt transaction for purposes of Section f6. Smcnox 8.08. Reorganization Mamert. Neither Pment mar my of its Subsidiaries shall take my action that would reasonably be liken' m prevent the Mager hem qualifying as a 368(a) Reorgmiratiom and poor to the Effective Time. the Parent and its Subsidiaries shall nse their reasonable best cift lo cum the Merger m qualify as a 368(x) Reorganization. Parent shad me is nameable best aHrata to obtain'the upitoim. ra'= to in Suction 10.01(1). Swraorc 9.09. fi ormanoe Relating ro der Offer. Pas shall, and shag use ita rees"le bat ditu as cause any klosimry, or aim amt the 011eti to provide to the Company t>lom" as requested from =0 to time by the Company turret infamaoon regermeg the coma of the OHa and the aumba'of share• tendced and mot validly wilhdtawa - . „ _ ARTICLE9 . Covtaatrta.mp PAR Wf r .ttm Yiur Craw The parties, hereto agree that Smcmxa Ml. Rearwmbk dent F.$oroe Subject m the ems sod Conditions of this Agmaeent . Company and Paten will use their re•unahk beat ehfmra to team. or came to be taken; all acums and to do. ec cause to be dose, all dour; meceaary, proper or advis" coda appticahis laws and reguldans m consummate the uwactiass contemplated by tha Agreement In fmnhntans and am an of the foragom& (i) each of Paean and Company agrm to make an appropriate filing of a Nod9aths and Repmo.. -. Form puntimt to the HSR Act with respect to the uasucuos contemplated heeby as I 1 *1 m pemtisnte and in my event within Ian Badness Days tithe dte haeaf and to srpplym promptly a Pselic is ter additional ndoxnadon and dopy msaid that may be mqueaed pmsmant to the MR A& and to aball otba acft m necnouy m ease the expi at m w tmu mw mm of the q*bcahie waiting . , , mder the H= Act as soon m paeuable; provided duz m on evta shall Fuel a any al is Afillisses be raq® I a dives, ur A -29