Common use of Benefits Following the Closing Date Clause in Contracts

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Employees with broad-based employee benefit plans and programs that are substantially comparable to those that are provided to similarly situated employees of Purchaser, as in effect from time to time. For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off, severance benefits and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and (iii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable). Purchaser shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Plan, and (ii) subject to Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timePurchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its AffiliatesAffiliates (other than under any employee stock ownership or option plan), (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacation, paid time offoff and severance benefits, severance benefits and (v) and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)) or (z) any employee stock ownership or option plan. Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Employee Plan, Plan and (iiy) subject to the HSBC Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit planplan of the HSBC Sellers.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser JPM shall provide the Transferred Business Banking Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timeJPM (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser JPM or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, Banking Employees and (iii) retirement eligibility under any Purchaser JPM plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off, sickness benefits and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable(if any), each Transferred Business Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided that such service shall not be recognized for purposes of (i) to the extent such recognition would result in a duplication of benefits for the same period of servicegrandfathering, (ii) for purposes of grandfathering and/or benefit accruals and/or level of pay credits under any Purchaser JPM defined benefit retirement plan and (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access-access only retiree medical, if applicable). Purchaser JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser JPM that provide healthcare benefits in which the Transferred Business Banking Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to Sellers BNY providing Purchaser JPM with the applicable information with respect to each Transferred Business Banking Employee in a form that Purchaser JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Business Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees employees of JPM for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.

Benefits Following the Closing Date. Effective as From the Closing Date through at least the end of the calendar year in which the Closing DateDate occurs, Purchaser shall provide the Transferred Business Operations Employees with broad-based employee benefit plans and programs that are substantially comparable to are, in the aggregate, at least as favorable as those that are provided to similarly situated employees of Purchaser, as in effect from time to time. For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, Operations Employees and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and for benefit accrual purposes purposes, only for vacation, paid time off, off and severance benefits and level of pay credits under a cash balance planbenefits, in each case, as applicable, each Transferred Business Operations Employee shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) credited to the extent such recognition service credit would result in a duplication of benefits for the same period of service, (ii) for purposes of grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and (iii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable). Purchaser shall use commercially reasonable efforts (iA) to waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Operations Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Plan, and (iiB) subject to Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Operations Employees and their eligible dependents under Employee Plans that are healthcare welfare benefit plans during the portion of the calendar year in which they become Transferred Business Operations Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timePurchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its AffiliatesAffiliates (other than under any employee stock ownership or stock award plan), (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacation, paid time off, off and severance benefits and (v) and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (w) Purchaser’s holiday bonus plan, (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits benefits, if any (but it shall be recognized for access-only retiree medical, if applicable)) or (z) any employee stock ownership or stock award plan or equity incentive plan. Purchaser shall (i1) waive deem satisfied any preexisting Table of Contents conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare medical benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Employee Plan, ; and (ii2) subject to Sellers Seller providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plansEmployee, cause such plans to honor any deductible expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Plans that are healthcare medical benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, deductibles and maximum out-of-pocket, and similar expenses, pocket expenses (including deductibles) to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare medical benefit planplan of Seller.

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, Purchaser BNY shall provide the Transferred Business Corporate Trust Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timeBNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, Corporate Trust Employees and (iii) retirement eligibility under any Purchaser BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, paid time off, sickness benefits and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable(if any), each Transferred Business Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Corporate Trust Employee PlansPlan; provided PROVIDED that such service shall not be recognized for purposes of (i) to the extent such recognition would result in a duplication of benefits for the same period of servicegrandfathering, (ii) for purposes of grandfathering and/or benefit accruals and/or level of pay credits under any Purchaser BNY defined benefit retirement plan and or (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)benefits. Purchaser BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser BNY that provide healthcare benefits in which the Transferred Business Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Corporate Trust Employee Plan, and (ii) subject to Sellers JPM providing Purchaser BNY with the applicable information with respect to each Transferred Business Corporate Trust Employee in a form that Purchaser BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Business Corporate Trust Employees and their eligible dependents under Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees employees of BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Corporate Trust Employee Plan. Purchaser Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall not provide any payment or incentive to any Transferred Business Employee to induce be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee to elect continued participation in any Seller healthcare benefit planand BNY.

Benefits Following the Closing Date. (a) Effective as of the Closing Date, Purchaser Buyer shall provide provide, or cause to be provided, the Transferred Business Employees with broad-based employee benefit plans Employee Benefit Plans and programs that are substantially comparable no less favorable, in the aggregate, than those Employee Benefit Plans and programs provided by Seller to those that are provided the Transferred Employees immediately prior to similarly situated employees of Purchaserthe Closing Date (collectively, as in effect from time to timethe “Buyer Employee Benefit Plans”). For purposes of determining (i) vesting and eligibility to participate in any applicable Buyer Employee Benefit Plan in which a Transferred Employee will be entitled to participate on and vesting under any employee benefit plan of Purchaser or its Affiliates, after the Closing Date (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing but not for the grant purposes of equity awards, benefit accrual under applicable pension or retirement benefit plans) and for benefit accrual purposes only for vacation, paid vacation paid-time off, off and severance benefits and level of pay credits under a cash balance plan, in each case, as applicableany applicable Buyer Employee Benefit Plan, each Transferred Business Employee shall be credited with the years of service he or she has been credited with under the comparable Employee PlansBenefit Plans of Seller or its Affiliates to the extent confirmed by Buyer (through payroll or plan records); provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, . Buyer shall use commercially reasonable efforts to permit Buyer’s tax-qualified employee defined contribution plan(s) maintained in the United States to accept rollover contributions of “eligible rollover distributions” (iiwithin the meaning of Section 402(c)(4) for purposes of grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and (iii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicablethe Code). Purchaser In addition, Buyer shall (i) waive waive, or cause to be waived, any preexisting conditions condition exclusions and waiting periods under the any Buyer Employee Benefit Plan which is an “employee welfare benefit plans plan” (within the meaning of Purchaser Section 3(1) of ERISA) that provide healthcare provides health care benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions condition exclusions and waiting periods were waived under the comparable Employee PlanBenefit Plan of Seller or its Affiliates, and (ii) subject to Sellers providing Purchaser Buyer with the applicable information with respect to each Transferred Business Employee in a form that Purchaser Buyer determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Benefit Plans of Seller or its Affiliates that are healthcare health care benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee PlanBenefit Plans of Seller or its Affiliates. Purchaser Buyer shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any health care benefit plan of Seller healthcare benefit planor its Affiliates. (b) Notwithstanding anything herein to the contrary, all Seller Benefit Plans and all assets of such Seller Benefit Plans are excluded from any sale, conveyance, assignment or transfer to Buyer under this Agreement and, from and after the Closing Date, the plan sponsor of each Seller Benefit Plan shall retain all existing right, title and interest in and to any and all assets, rights and liabilities in connection with and trusts related to Seller Benefit Plans, and Seller shall, or shall cause its Affiliates to, pay, settle, satisfy and discharge all obligations of the Companies and the Subsidiaries arising under such Seller Benefit Plans.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser JPM shall provide the Transferred Business Banking Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timeJPM (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser JPM or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, Banking Employees and (iii) retirement eligibility under any Purchaser JPM plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off, sickness benefits and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable(if any), each Transferred Business Banking Employee shall be credited with the years of service he or she has been credited with under the comparable Banking Employee Plans; provided PROVIDED that such service shall not be recognized for purposes of (i) to the extent such recognition would result in a duplication of benefits for the same period of servicegrandfathering, (ii) for purposes of grandfathering and/or benefit accruals and/or level of pay credits under any Purchaser JPM defined benefit retirement plan and (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access-access only retiree medical, if applicable). Purchaser JPM shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser JPM that provide healthcare benefits in which the Transferred Business Banking Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Banking Employee Plan, and (ii) subject to Sellers BNY providing Purchaser JPM with the applicable information with respect to each Transferred Business Banking Employee in a form that Purchaser JPM determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Business Banking Employees and their eligible dependents under Banking Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees employees of JPM for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Banking Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.

Benefits Following the Closing Date. Effective (a) During the period commencing on the Closing Date and ending on the first anniversary thereof, Buyer shall cause the Employees to be provided with employee benefits that are no less favorable in the aggregate than the employee benefits provided to the Employees under the Employee Plans and Benefit Arrangements (excluding for this purpose plans which provide for equity-based awards and severance plans) as of the Closing Date, Purchaser as previously disclosed to Buyer by Seller Guarantor. Buyer shall cause the Employees who retire during such one-year period to be provided with post-retirement medical benefits under the South Western Bxxx Mobile Systems post-retirement medical plan (the "Buyer Post-Retirement Medical Plan"), provided such Employees satisfy the eligibility requirements for post-retirement medical benefits under the Buyer Post-Retirement Medical Plan. Nothing contained herein shall be construed to limit the ability of Buyer or its Affiliates to terminate the employment of any Employee or to terminate any particular employee benefit plan or compensatory arrangement following the Closing Date. Without limiting the foregoing, during calendar year 1999, Buyer shall provide to each Employee at least the Transferred Business Employees with broad-based employee benefit plans and programs number of days of paid time off that are substantially comparable would have been available to those that are provided to similarly situated employees of Purchaser, such Employee for 1999 under Seller Guarantor's paid time off policies (as in effect on the Closing Date), less the number of days of paid time off taken by such Employee between January 1, 1999 and the Closing Date, inclusive. (b) Buyer or its Affiliates shall cause Employees who remain employed by the Company or its Affiliates on or after the Closing Date to receive credit for periods of service from time such Employees' most recent date of hire (or deemed most recent date of hire), with Seller Guarantor, the Company or their respective Affiliates or any other entity acquired by Seller Guarantor, the Company or their respective Affiliates, to timethe extent such service is treated as credited service under the comparable plans of Seller Guarantor, the Company or their respective Affiliates as of the Closing Date for all purposes (except benefit accrual under any defined benefit retirement plan) under the employee benefits plans of Buyer or its Affiliates, as applicable (such credit to be determined under the terms of Buyer's employee benefit plans). (c) Seller Guarantor shall take all action necessary, consistent with applicable law, to cause the Seller Guarantor Plans which provide welfare benefits to Employees immediately prior to the Closing Date (the "Seller Guarantor Welfare Plans") to continue to cover such Employees, to the extent requested by Buyer, for the period commencing on the Closing Date and ending on the later of December 31, 1999 or the date which is six months following the Closing Date (or such shorter period as requested by Buyer) (the "Transition Period"). Buyer shall bear the cost of such coverage by reimbursing Seller Guarantor on a monthly basis for the cost of providing such welfare benefit coverage during the Transition Period (such costs to include expenses incurred by Seller Guarantor in respect of the Employees in the payment of benefit claims incurred during the Transition Period, employer and employee premiums, and a reasonable pro rata share of welfare plan administrative costs). Notwithstanding the foregoing, Seller Guarantor agrees that each Seller Guarantor Welfare Plan shall be responsible for claims incurred by the Employees under such Plans prior to the Closing Date. For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser or its Affiliatesthis Section, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and for benefit accrual purposes only for vacation, paid time off, severance benefits and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee claim shall be credited with deemed to be "incurred" when the years of relevant service he is provided or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to item is purchased. To the extent such recognition would result in that the Transition Period provided for herein expires during a duplication calendar year (either prior to December 31, 1999 or on or after January 1, 2000), Buyer and its Affiliates shall use their best efforts to credit the dollar amount of benefits for the same period of service, (ii) for purposes of grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and (iii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable). Purchaser shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Plan, and (ii) subject to Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any all expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Plans that are healthcare benefit plans during the portion of the calendar plan year in which they become Transferred Business Employees the Transition Period expires for purposes of satisfying applicable deductiblesuch plan year's deductible and copayment limitations, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment welfare benefit plan maintained by Buyer or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit planits Affiliates.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Banking Center Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timePurchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its AffiliatesAffiliates (other than under any employee stock ownership or option plan), (ii) the banking privileges and perquisites applicable to the Transferred Business Banking Center Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and for (iv) benefit accrual purposes only for vacation, paid time off, off and severance benefits and level of pay credits under a cash balance plan, in each case, as applicablebenefits, each Transferred Business Banking Center Employee shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)) or (z) any employee stock ownership or option plan. Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Banking Center Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the comparable Employee Plan, Plan and (iiy) subject to Sellers Seller providing Purchaser with the applicable information with respect to each Transferred Business Banking Center Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Banking Center Employees and their eligible dependents under Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Banking Center Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Banking Center Employee to induce such employee to elect continued participation in any Seller healthcare benefit planplan of Seller.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Banking Center Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timePurchaser (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its AffiliatesAffiliates (other than under any employee stock ownership or option plan), (ii) the banking privileges and perquisites applicable to the Transferred Business Banking Center Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacationpaid time-off (including vacation time, paid personal time offand sick time) and, if applicable, severance benefits and benefits, (v) the level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Banking Center Employee shall be credited with the years of service he or she has been credited with under the any comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)) or (z) any employee stock ownership or option plan. Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Banking Center Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the a comparable Employee Plan, Plan and (iiy) subject to Sellers Seller providing Purchaser with the applicable information with respect to each Transferred Business Banking Center Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Banking Center Employees and their eligible dependents under comparable Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Banking Center Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Banking Center Employee to induce such employee to elect continued participation in any Seller healthcare benefit plan.plan of Seller

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, Purchaser BNY shall provide the Transferred Business Corporate Trust Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timeBNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, Corporate Trust Employees and (iii) retirement eligibility under any Purchaser BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, paid time off, sickness benefits and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable(if any), each Transferred Business Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Corporate Trust Employee PlansPlan; provided that such service shall not be recognized for purposes of (i) to the extent such recognition would result in a duplication of benefits for the same period of servicegrandfathering, (ii) for purposes of grandfathering and/or benefit accruals and/or level of pay credits under any Purchaser BNY defined benefit retirement plan and or (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)benefits. Purchaser BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser BNY that provide healthcare benefits in which the Transferred Business Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Corporate Trust Employee Plan, and (ii) subject to Sellers JPM providing Purchaser BNY with the applicable information with respect to each Transferred Business Corporate Trust Employee in a form that Purchaser BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Business Corporate Trust Employees and their eligible dependents under Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees employees of BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Corporate Trust Employee Plan. Purchaser Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall not provide any payment or incentive to any Transferred Business Employee to induce be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee to elect continued participation in any Seller healthcare benefit planand BNY.

Benefits Following the Closing Date. Effective Subject to Applicable Law, effective as of the Closing Date, Purchaser BNY shall provide the Transferred Business Corporate Trust Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser, as in effect from time to timeBNY (both by job classification or status and by geographic location). For purposes of determining (i) eligibility to participate in and vesting under any employee benefit plan of Purchaser BNY or its Affiliates, (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, 134 Corporate Trust Employees and (iii) retirement eligibility under any Purchaser BNY plan providing for the grant of equity awardsawards , and for benefit accrual purposes only for vacation, paid time off, sickness benefits and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable(if any), each Transferred Business Corporate Trust Employee shall be credited with the years of service he or she has been credited with under the comparable Corporate Trust Employee PlansPlan; provided that such service shall not be recognized for purposes of (i) to the extent such recognition would result in a duplication of benefits for the same period of servicegrandfathering, (ii) for purposes of grandfathering and/or benefit accruals and/or level of pay credits under any Purchaser BNY defined benefit retirement plan and or (iiiii) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)benefits. Purchaser BNY shall (i) waive any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser BNY that provide healthcare benefits in which the Transferred Business Corporate Trust Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Corporate Trust Employee Plan, and (ii) subject to Sellers JPM providing Purchaser BNY with the applicable information with respect to each Transferred Business Corporate Trust Employee in a form that Purchaser BNY determines is administratively feasible to take into account under its plans, cause such plans (other than HMOs) to honor any expenses incurred by such Transferred Business Corporate Trust Employees and their eligible dependents under Corporate Trust Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees employees of BNY for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Corporate Trust Employee Plan. Purchaser Notwithstanding the foregoing, with respect to Transferred Corporate Trust Employees providing services outside of the United States, to the extent more favorable or otherwise required by Applicable Law, the provision of benefits following the Closing Date and credited service shall not provide any payment or incentive to any Transferred Business Employee to induce be in accordance with Applicable Law and in all other respects their employment relationship shall take effect on and from the Closing Date as if it were originally made between each such employee to elect continued participation in any Seller healthcare benefit planand BNY.

Benefits Following the Closing Date. Effective as of From and after the Closing DateClosing, Purchaser shall, or shall provide cause the Transferred Business Employees Seller Bank or Surviving Bank (as applicable) to, honor all Employee Plans in accordance with broad-based employee benefit plans and programs their terms; provided, that are substantially comparable to those that are provided to similarly situated employees of Purchaser, nothing herein shall restrict Purchaser or the Seller Bank or Surviving Bank (as applicable) from amending or terminating any such Employee Plan in effect from time to timeaccordance with its terms. For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its Affiliates, Affiliates (other than under any stock award plan or other equity or equity-based plan) and (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant level of equity awards, and for benefit accrual purposes only benefits for vacation, paid time off, off and severance benefits and level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee employee of Seller Bank as of the Closing Date who remains employed by Purchaser and its Subsidiaries (including, following the Closing, Seller Bank) (each, a “Continuing Employee”) shall be credited with the years of service he or she has been credited with under the comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits benefits, if any (but it shall be recognized for access-only retiree medical, if applicable)) or (z) stock award plan or equity or equity-based incentive plan. Purchaser shall (i) waive Continuing Employees and their dependents will not be subject to any preexisting conditions condition limitations and waiting periods periods, and any exclusions shall be waived, under the welfare benefit plans of Purchaser and its Affiliates that provide healthcare medical benefits in which the Transferred Business Continuing Employees are eligible to participate to the same extent that such conditions and waiting periods were waived under the comparable Employee Planwould have been satisfied, and (ii) subject to Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plansor waived, cause such plans to honor any expenses incurred by such Transferred Business Employees and their eligible dependents under Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Unless the Closing Date is prior to January 1, 2025 and the Continuing Employees are enrolled in a different welfare benefit plan of Purchaser or its Affiliates as of January 1, 2025, Purchaser shall not provide any payment use commercially reasonable efforts to cause the Continuing Employees to be given credit under the welfare benefit plans of Purchaser or incentive to any Transferred Business Employee to induce its Affiliates for amounts paid during the calendar year in which the Closing Date occurs under a corresponding benefit plan of Seller Bank or its Affiliates for purposes of applying deductibles, co-payments and out of pocket maximums, as though such employee to elect continued participation amounts had been paid in any Seller healthcare accordance with the terms and conditions of the applicable welfare benefit planplan of Purchaser or its Affiliates.

Benefits Following the Closing Date. Effective as of the Closing Date, Purchaser shall provide the Transferred Business Employees with broad-based the same employee benefit plans and programs that are substantially comparable to as those that are provided to similarly situated employees of Purchaser (both by job classification or status and by geographic location), provided that, notwithstanding the provisions of this Section 9.1(c) or the provisions of Section 9.1(a) (with respect to Purchaser’s obligations to make Comparable Job Offers), as Purchaser shall not be required to provide benefits under any defined benefit pension plan unless and until a defined benefit pension plan is offered to similarly situated employees of Purchaser or, in effect from time the case of a defined benefit pension plan that is closed to timenew participants, such closed plan is opened to additional participants and generally available to similarly situated employees of Purchaser. For purposes of determining (i) eligibility to participate in and vesting under any applicable employee benefit plan plans of Purchaser or its AffiliatesAffiliates (other than under any employee stock ownership or option plan), (ii) the banking privileges and perquisites applicable to the Transferred Business Employees, if applicable, and (iii) retirement eligibility under any Purchaser plan providing for the grant of equity awards, and (iv) for benefit accrual purposes only for vacationpaid time-off (including vacation time, paid personal time offand sick time) and, if applicable, severance benefits and (v) the level of pay credits under a cash balance plan, in each case, as applicable, each Transferred Business Employee shall be credited with the years of service he or she has been credited with under the any comparable Employee Plans; provided that such service shall not be recognized (i) to the extent such recognition would result in a duplication of benefits for the same period of service, (ii) for purposes of (x) grandfathering and/or benefit accruals under any Purchaser defined benefit retirement plan and plan, (iiiy) for purposes of retiree medical benefits (but it shall be recognized for access-only retiree medical, if applicable)) or (z) any employee stock ownership or option plan. Purchaser shall (i) waive deem satisfied any preexisting conditions and waiting periods under the welfare benefit plans of Purchaser that provide healthcare benefits in which the Transferred Business Employees are eligible to participate to the same extent that such conditions and waiting periods were waived satisfied under the a comparable Employee Plan, Plan and (iiy) subject to the HSBC Sellers providing Purchaser with the applicable information with respect to each Transferred Business Employee in a form that Purchaser determines is administratively feasible to take into account under its plans, cause such plans to honor any expenses incurred by such Transferred Business Employees and their eligible dependents under comparable Employee Plans that are healthcare benefit plans during the portion of the calendar year in which they become Transferred Business Employees for purposes of satisfying applicable deductible, co-insurance, maximum out-of-pocket, and similar expenses, to the same extent that such expenses were recognized under the comparable Employee Plan. Purchaser shall not provide any payment or incentive to any Transferred Business Employee to induce such employee to elect continued participation in any Seller healthcare benefit planplan of the HSBC Sellers.