Common use of Benefits and Compensation Clause in Contracts

Benefits and Compensation. (i) C&A Products shall establish, effective as of the Closing Date, employee compensation and benefit plans, programs, policies and arrangements (including fringe benefits and severance pay) that will provide benefits and compensation to the Transferred Employees that are for a period of at least one year after the Closing Date (or such longer period as may be required by applicable Law) substantially comparable in the aggregate to those provided by Bison Subsidiaries to the Transferred Employees immediately prior to the Closing Date. Notwithstanding anything to the contrary contained in this Agreement, C&A Products shall not terminate any Stand-Alone Pension Plan assumed pursuant to Section 5.7(c)(i) or any pension plan into which Parent has caused assets to be transferred pursuant to Section 5.7(c) for a period of at least 12 months after the Closing Date. (ii) C&A Products shall assume responsibility for providing all Former Employees (including all Former Employees or Employees who are on long-term disability as of the Closing Date) with all medical (including Medicare Part B), dental and life insurance benefits being provided by Parent or any Affiliate of Parent for Former Employees as of the date hereof for a period of at least 12 months. (iii) Following the Closing Date, with respect to each employee benefit plan in which any Transferred Employee participates, for purposes of determining eligibility to participate, vesting and entitlement to benefits, including severance benefits and vacation entitlement (but not accrual of pension benefits), service with the Bison Subsidiaries (or predecessor employers to the extent the Bison Subsidiaries provided past service credit) shall be treated as service with C&A Products; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations. Each such plan shall waive pre-existing condition limitations to the same extent waived under the applicable plan of the Bison Subsidiary. Transferred Employees shall be given credit under the applicable plan of Holdings or any Affiliate thereof for amounts paid under a corresponding benefit plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or replacement plan.

Benefits and Compensation. (i) C&A Products Except as set forth on Section 4.7(b)(i) of the Disclosure Schedule, and without limiting Purchaser's obligations under Sections 4.7(d) and (e), Purchaser shall establish, effective as of the Closing Date, employee compensation and benefit plans, programs, policies and arrangements (including fringe benefits and severance pay) that will provide benefits and compensation to the Transferred Employees that are (and, if applicable, their eligible beneficiaries) for a period of at least one year after the Closing Date (or such longer period as may be required by applicable Law) substantially that are comparable in the aggregate (based on the FS Plans set forth on Section 2.10(a) of the Disclosure Schedule) to those provided by Bison Parent and its Subsidiaries to the Transferred Employees (and, if applicable, their eligible beneficiaries) immediately prior to the Closing Date; provided, however, that Purchaser shall provide or shall cause the FS Subsidiaries to provide any specific benefits required by the collective bargaining agreements or other labor agreements described in Section 4.7(d). Notwithstanding anything to the contrary contained above, in this Agreement, C&A Products shall not terminate the event that any Stand-Alone Pension NQDC Plan assumed pursuant to Section 5.7(c)(i) or any pension plan into which Parent has caused assets is deemed to be transferred pursuant to Section 5.7(c) for a period of not in compliance with 409A and associated Treasury Department guidance at least 12 months after any time following the Closing Date, any compensation or benefits provided pursuant to such NQDC Plan shall be excluded for the purpose of determining the benefits and compensation required to be provided in accordance with this Section 4.7(b). (ii) C&A Products Purchaser shall assume responsibility for providing all Former Employees (including all Former Employees or Employees who are on long-term disability as of the Closing Date) (and, if applicable, their eligible beneficiaries) with all medical (including Medicare Part B), dental and life insurance benefits being provided by Parent or any Affiliate of Parent for Former Employees as of the date hereof for a period of at least 12 monthsset forth in this Section 4.7. (iii) Following the Closing Date, with respect to each employee benefit plan in which any Transferred Employee participates, for purposes of determining eligibility to participate, vesting and entitlement to benefits, including severance benefits and vacation entitlement (but not accrual of pension benefits), service with the Bison Subsidiaries Parent or any Affiliate of Parent (or predecessor employers to the extent the Bison Subsidiaries Parent or any Affiliate of Parent provided past service credit) shall be treated as service with C&A ProductsPurchaser or the applicable Affiliate of Purchaser; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations. Each such plan shall waive pre-existing condition limitations to the same extent waived under the applicable plan of the Bison Subsidiarycorresponding FS Plan. Transferred Employees shall be given credit under the applicable plan of Holdings Purchaser or any Affiliate thereof for amounts paid under a corresponding benefit plan FS Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or replacement plan.

Benefits and Compensation. (i) C&A Products Following the Closing Date, Purchaser shall either continue to offer or establish, effective as of the Closing Date, employee compensation and benefit plans, programs, policies and arrangements (including fringe benefits and but excluding severance pay) that will provide benefits and compensation to the Transferred Continuing Employees that are (and, if applicable, their eligible beneficiaries) for a period of at least one (1) year after the Closing Date (or such longer period as may be required by applicable Law) that are substantially comparable in the aggregate to those the Acquired Plans set forth in Section 2.10(a) of the Disclosure Schedule, to the extent that such Acquired Plans are provided by Bison Subsidiaries the Acquired Companies to the Transferred Continuing Employees (and, if applicable, their eligible beneficiaries) immediately prior to the Closing Date. Notwithstanding anything Following the Closing Date, Purchaser and the Acquired Companies shall be solely responsible for any liability, cost, expense or obligation arising under or relating to the contrary contained in this Agreementany Acquired Plan, C&A Products shall not terminate any Stand-Alone Pension Plan assumed pursuant to Section 5.7(c)(i) whether incurred before, on or any pension plan into which Parent has caused assets to be transferred pursuant to Section 5.7(c) for a period of at least 12 months after the Closing Date. (ii) C&A Products shall assume responsibility for providing all Former Employees (including all Former Employees or Employees who are on long-term disability as of the Closing Date) with all medical (including Medicare Part B), dental and life insurance benefits being provided by Parent or any Affiliate of Parent for Former Employees as of the date hereof for a period of at least 12 months. (iii) Following the Closing Date, with respect to each employee benefit plan in which any Transferred Continuing Employee participates, for purposes of determining eligibility to participate, vesting and entitlement to benefits, including severance benefits and vacation entitlement (entitlement, but not including benefit accrual of under any pension benefits)plan, service with the Bison Subsidiaries (Company or predecessor employers to the extent the Bison Subsidiaries provided past service credit) any other Acquired Company shall be treated as service with C&A ProductsPurchaser or the applicable Affiliate of Purchaser; provided, however, that such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. Such service shall also apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the application of any pre-existing condition limitations. Each such plan shall waive pre-existing condition limitations to the same extent waived under the applicable plan of the Bison Subsidiarycorresponding Acquired Plan. Transferred Continuing Employees shall be given credit under the applicable plan of Holdings Purchaser or any Affiliate thereof for amounts paid under a corresponding benefit plan Acquired Plan during the same period for purposes of applying deductibles, co-payments and out-of-pocket maximums as though such amounts had been paid in accordance with the terms and conditions of the successor or replacement plan.