Common use of Benefit Levels and Continuation; Service Credit Clause in Contracts

Benefit Levels and Continuation; Service Credit. During the 12 month period beginning on the Closing Date, Purchaser shall, or shall cause an Affiliate to, provide each Transferred Employee with, for so long as the Transferred Employee is employed by Purchaser or its applicable Affiliate following the Closing: (i) an annual rate of base salary or annual wage rate that is no less than the annual base salary or annual wage rate in effect immediately prior to Closing, (ii) total annual cash compensation eligibility that is no less favorable than the total annual cash compensation eligibility provided to such Transferred Employee immediately prior to the Closing, (iii) long-term incentive compensation opportunities that are no less favorable than those provided to similarly situated employees of Purchaser and its Affiliates under Purchaser’s or its Affiliate’s long-term incentive compensation plans and programs, (iv) severance benefits that are no less favorable than those provided to similarly situated employees of Purchaser and its Affiliates under Purchaser’s or its Affiliate’s severance plans and programs, and (v) other compensation and benefits, including employee retirement, welfare and paid time off benefits that are no less favorable in the aggregate than those made available to similarly situated employees of Purchaser or its Affiliates under Purchaser’s or its Affiliates’ compensation and benefit plans and programs. Effective as of the Closing Date, Purchaser shall use commercially reasonable efforts to cause each Transferred Employee to have immediate access (subject to any applicable eligibility requirements, but taking into account for such purpose the service crediting provisions of this paragraph) to participate in welfare benefit plans that Purchaser and its Affiliates make available to similarly situated employees of Purchaser and its Affiliates and to make COBRA coverage available to such Transferred Employees under any group health or dental plans sponsored by Purchaser and its Affiliates that are subject to COBRA. For purposes of determining (1) eligibility to participate in and vesting under any employee benefit plan of Purchaser or its Affiliates and (2) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off and severance benefits, in each case, as applicable, each Transferred Employee shall be credited with the years of service he or she has been credited with under the comparable Business Plans; provided, that such service shall not be recognized (x) to the extent such recognition would result in a duplication of benefits for the same period of service, (y) for purposes of benefit accruals under any Purchaser defined benefit retirement plan, including any cash balance plan and (z) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable). Purchaser shall use commercially reasonable efforts to waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Plan. Purchaser shall use commercially reasonable efforts to cause the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Employees are eligible to participate to recognize and credit amounts paid by such Transferred Employees under the applicable Business Plan towards satisfying deductible expense requirements and out-of-pocket expense limits during the portion of the calendar year prior to the Closing as if such amounts had been paid in accordance with such Business Plan for the same plan year; provided that the applicable plan administrator under each such Business Plan shall have timely provided the Purchaser with validated information that allows the Purchaser to recognize and credit such amounts.

Benefit Levels and Continuation; Service Credit. During the 12 month period beginning on the Closing Date, Purchaser Capital One shall, or shall cause an Affiliate to, provide each Transferred Employee with, for so long as the Transferred Employee is employed by Purchaser Capital One or its applicable Affiliate following the Closing: (i) an annual rate of base salary or annual wage rate that is no less than the annual base salary or annual wage rate in effect immediately prior to Closing, (ii) total annual cash compensation eligibility that is no less favorable than the total annual cash compensation eligibility provided to such Transferred Employee immediately prior to the Closing, (iii) long-term incentive compensation opportunities that are no less favorable than those provided to similarly situated employees of Purchaser Capital One and its Affiliates under PurchaserCapital One’s or its Affiliate’s long-term incentive compensation plans and programs, (iv) severance benefits that are no less favorable than those provided to similarly situated employees of Purchaser Capital One and its Affiliates under PurchaserCapital One’s or its Affiliate’s severance plans and programs, and (v) other compensation and benefits, including employee retirement, welfare and paid time off benefits that are no less favorable in the aggregate than those made available to similarly situated employees of Purchaser Capital One or its Affiliates under PurchaserCapital One’s or its Affiliates’ compensation and benefit plans and programs. Effective as of the Closing Date, Purchaser Capital One shall use commercially reasonable efforts to cause each Transferred Employee to have immediate access (subject to any applicable eligibility requirements, but taking into account for such purpose the service crediting provisions of this paragraph) to participate in welfare benefit plans that Purchaser Capital One and its Affiliates make available to similarly situated employees of Purchaser Capital One and its Affiliates and to make COBRA coverage available to such Transferred Employees under any group health or dental plans sponsored by Purchaser Capital One and its Affiliates that are subject to COBRA. For purposes of determining (1) eligibility to participate in and vesting under any employee benefit plan of Purchaser Capital One or its Affiliates and (2) retirement eligibility under any Purchaser Capital One plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off and severance benefits, in each case, as applicable, each Transferred Employee shall be credited with the years of service he or she has been credited with under the comparable Business Plans; provided, that such service shall not be recognized (x) to the extent such recognition would result in a duplication of benefits for the same period of service, (y) for purposes of benefit accruals under any Purchaser Capital One defined benefit retirement plan, including any cash balance plan and (z) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable). Purchaser Capital One shall, or shall cause an Affiliate to, use commercially reasonable efforts to waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser Capital One or its Affiliates that provide healthcare benefits in which the Transferred Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Plan. Purchaser Capital One shall, or shall cause an Affiliate to, use commercially reasonable efforts to cause the welfare benefit plans of Purchaser Capital One that provide healthcare benefits in which the Transferred Employees are eligible to participate to recognize and credit amounts paid by such Transferred Employees under the applicable Business Plan towards satisfying deductible expense requirements and out-of-pocket expense limits during the portion of the calendar year prior to the Closing as if such amounts had been paid in accordance with such Business Plan for the same plan year; provided that the applicable plan administrator under each such Business Plan shall have timely provided the Purchaser Capital One or its Affiliate with validated information that allows the Purchaser Capital One or its Affiliate to recognize and credit such amounts.