Common use of Buyer Benefit Plans Clause in Contracts

Buyer Benefit Plans. Buyer will cause all plans and programs of Buyer and its Affiliates to recognize all service of the Transferred Employees with the Sellers or any of their Affiliates prior to the Closing Date for purposes of vesting and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leave, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other paid time off accrued by Employees prior to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type of plan of Sellers or their Affiliates immediately prior to the Effective Time, and, so long as such Transferred Employees remain employed by Buyer shall continue such enrollment for no less than 12 months following the Effective Time (so long as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall (i) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any plan of Buyer or its Affiliates that is a healthcare plan, to the extent such limitation or exclusion was waived or such waiting period was satisfied as of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for any co-payments, deductibles and any other out-of-pocket expenses paid during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements).

Buyer Benefit Plans. For a period of at least one year following the Closing Date, Buyer will shall, or shall cause all plans and programs an Affiliate of Buyer and its Affiliates to, provide Continuing Employees and, as applicable, their dependents with employee benefits (other than defined benefit pension benefits, retiree health, retiree life or other retiree welfare benefits, nonqualified deferred compensation benefits or equity or equity-based benefits) that are substantially comparable in the aggregate to recognize all service of the Transferred employee benefits (other than defined benefit pension benefits, retiree health, retiree life or other retiree welfare benefits, nonqualified deferred compensation benefits or equity or equity-based benefits) provided to Continuing Employees with the Sellers or any of their Affiliates immediately prior to the Closing Date for purposes under the “employee benefit plans” (as defined in Section 3(3) of vesting ERISA) and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leaveother material employee benefit arrangements maintained by Seller Parent or its Affiliates, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other including paid time off accrued benefits, severance benefits (including with respect to the terms and conditions under which severance benefits are payable) and material fringe benefits and perquisites, but excluding retiree medical benefits (other than the Canadian Supplemental Benefits) and defined benefit pension benefits; provided, that, for a period of at least one year following the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, provide the Continuing Employees who are employed in India on terms and conditions of employment that are no less favorable than those that were enjoyed by such Continuing Employees immediately prior to the Effective TimeClosing Date. For the avoidance of doubt, the determination of whether such benefits are substantially comparable shall take into account, among other things, the aggregate premium costs to the Continuing Employees of receiving such benefits; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off increase in the premium cost to the extent Sellers are required by Law Continuing Employees that results from an ordinary course change associated with (i) annual increases in the cost of coverage, or (ii) increases in the 102 cost of coverage to pay any Transferred Employee reflect the appropriate accrued amounts relative smaller population of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect employees of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates as compared to each Transferred Employee who participates Seller Parent and its Affiliates, in an equivalent type of plan of Sellers or their Affiliates immediately prior either case, where such increase to Continuing Employees’ costs is consistent with, and proportional to (including with respect to the Effective Time, and, so long as portion of any such Transferred Employees remain employed increase that is borne by Buyer or its Affiliates and the Continuing Employees, respectively) such increases, shall continue such enrollment not be considered for no less than 12 months following purposes of determining whether Buyer or its Affiliates have satisfied their obligations with respect to the Effective Time foregoing comparability requirement of this Section 8.3(e). For the avoidance of doubt, nothing in this Section 8.3 shall require Buyer or any Affiliate of Buyer to establish or maintain any retiree welfare benefits of any type or a defined benefit pension plan for the Continuing Employees or otherwise. During the Transition Services Period (so long or the Canada Business Employee Services Period, as applicable), any change in the applicable employee remains eligible under benefits provided to Continuing Employees from Seller Parent or its Affiliates pursuant to the terms of the programTransition Services Agreement (or the Canada Business Employee Services Agreement, except that solely as applicable) shall not be considered for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall (i) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any plan of determining whether Buyer or its Affiliates that is a healthcare plan, have satisfied their obligations with respect to the extent such limitation foregoing comparability requirement of this Section 8.3(e). Buyer agrees that it will, or exclusion was waived will cause its Affiliates to, honor the terms of each retention agreement or such waiting period was satisfied as plan set forth on Section 5.19(c) of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for any co-payments, deductibles and any other out-of-pocket expenses paid during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Seller Disclosure Letter.

Buyer Benefit Plans. (a) For a period of one (1) year after the Closing, except for any equity incentive plans, the Buyer will shall cause all plans and programs of Buyer the Company and its Affiliates Subsidiaries to recognize all service maintain employee benefit and compensation plans, programs, policies and arrangements (collectively, the “Buyer’s Plans”) which, in the aggregate, will provide compensation and benefits to the employees of the Transferred Employees Company and its Subsidiaries substantially similar in all material respects, in the aggregate, to those provided pursuant to the plans, programs, policies and arrangements of the Company and its Subsidiaries in effect on the date of this Agreement (collectively, the “Company Plans”); provided, that nothing herein shall interfere with the Sellers Company’s or any Subsidiary’s right or obligation to make such changes to such plans, programs, policies or arrangements as are necessary to conform with applicable Legal Requirements. To the maximum extent permitted by any Legal Requirements, for the purposes of their Affiliates prior any of the Buyer’s Plans for which eligibility or vesting of benefits depends on length of service, and for any benefit for which the amount or level of benefits depends on length of service, the Buyer shall give (or cause to be given) to each employee full credit for past service with the Company and/or its Subsidiaries as of and through the Closing Date (“Prior Service”) under the Company Plans. In addition, and without limiting the generality of the foregoing, each employee (a) shall be given credit for Prior Service for purposes of vesting and eligibility and to participate, satisfaction of any waiting periods, evidence of insurability requirements, or the application of any pre-existing condition limitations; (b) shall be given credit for amounts paid under a corresponding Company Plan during the same period for purposes of determining the amount of benefits under Buyer’s applicable sick leaveapplying deductibles, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other paid time off accrued by Employees prior to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type of plan of Sellers or their Affiliates immediately prior to the Effective Time, and, so long as such Transferred Employees remain employed by Buyer shall continue such enrollment for no less than 12 months following the Effective Time (so long as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall (i) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees under any plan of Buyer or its Affiliates that is a healthcare plan, to the extent such limitation or exclusion was waived or such waiting period was satisfied as of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for any co-payments, deductibles payments and any other out-of-pocket expenses maximums as though such amounts had been paid during in accordance with the plan year or terms and conditions of the Buyer’s Plans; and (c) shall be eligible to receive under the Buyer’s Plans such periods of vacation leave, sick leave, personal days, holidays and other appropriate period commencing similar periods of leave as were accrued and available to the employee under the Company Plans immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following the Closing Date Buyer terminates the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Closing.

Buyer Benefit Plans. As of the Closing Date, each Transferred Employee shall be eligible to participate in and, if such Transferred Employee elects (if an election to participate is required), shall commence participation in the employee benefit plans (within the meaning of Section 3(3) of ERISA), programs, human resources or other policies, contracts, fringe benefits, or arrangements (whether written or unwritten) of the Buyer will cause all or its Affiliates (collectively, “Buyer Benefit Plans”) on substantially the same basis as such Transferred Employee’s participation in comparable plans, programs and arrangements maintained by the Seller or its Affiliates immediately prior to the Closing Date. Notwithstanding the foregoing, participation in any Buyer Benefit Plan by a Transferred Adviser Representative and 403(b) Transferred Adviser Representative may be subject to production requirements, regardless of whether the same or similar requirements would have been applied under a plan of the Seller or its Affiliates immediately prior to the Closing Date; provided, that participation in such plans by such Transferred Adviser Representatives or 403(b) Transferred Adviser Representative shall be on terms and programs conditions no less favorable than those applicable to newly-hired statutory employees of the Buyer and its Affiliates, and provided, further, that no such production requirements shall be applied for purposes of determining such Transferred Adviser Representative’s and 403(b) Transferred Adviser Representative’s eligibility for participation in, or the subsidization of premiums paid for coverage under, the health and welfare plans of Buyer and its Affiliates to recognize all service (excluding group universal life insurance coverage) for a period of the Transferred Employees with the Sellers or any of their Affiliates prior to the Closing Date for purposes of vesting and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leave, vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other paid time off accrued by Employees prior to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(keighteen (18) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type of plan of Sellers or their Affiliates immediately prior to the Effective Time, and, so long as such Transferred Employees remain employed by Buyer shall continue such enrollment for no less than 12 months following the Effective Time (so long as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). The Buyer shall (i) waive, or use their reasonable commercial efforts to cause to be waived all limitations as to waived, any preexisting condition limitations, exclusions and exclusions, actively at work requirements, waiting periods with respect to participation and coverage evidence of insurability requirements applicable to the Transferred Employees under any plan of Buyer or its Affiliates Benefit Plan that is a healthcare planwelfare benefit plan in which Transferred Employees (and their eligible dependents) will be eligible to participate from and after the Closing Date. The Buyer shall recognize and credit, or shall use their commercially reasonable efforts to cause to be recognized and credited, the extent such limitation or exclusion was waived or such waiting period was satisfied as dollar amount of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time all co-payments/coinsurance, deductibles and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide similar expenses incurred by each Transferred Employee with credit for any co-payments, deductibles (and any other out-of-pocket expenses paid his or her eligible dependents) under the Plans during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following which the Closing Date occurs for purposes of satisfying such year’s deductible and out of pocket maximum limitations under the relevant Buyer terminates Benefit Plans in which they will be eligible to participate from and after the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Closing Date.

Buyer Benefit Plans. Buyer will cause As of the Closing Date, each Transferred Employee shall become a participant in all employee benefit plans and programs of Buyer (or comparable employee benefit plans of its affiliate) on the same terms and conditions as similarly situated employees of Buyer, to the extent such Transferred Employee satisfies the applicable eligibility requirements under such plans. Transferred Employees shall participate under Buyer's "welfare plans" (within the meaning of Section 3(1) of ERISA) as of the Closing Date without any waiting periods, evidence of insurability, or the application of any preexisting physical or mental condition restrictions (except, in each case, to the extent applicable and unsatisfied under Seller's welfare plans, and except to the extent otherwise required for coverage by Buyer's long-term disability insurance carrier); and, to the extent relevant, Buyer shall provide credit for claims incurred during 2000 and prior to the Closing Date for purposes of applying deductibles, co- payments, out-of-pocket maximums, and benefit maximums. Buyer or one of its Affiliates to affiliates will recognize all service of the Transferred Employees with the Sellers Seller or any of their Affiliates prior its affiliates, only for purposes of: (i) eligibility to participate and vesting, under those employee benefit plans (within the meaning of Section 3(3) of ERISA) in which the Transferred Employees are eligible to participate, and are in fact participating, on and after the Closing Date for purposes Date; and (ii) level of vesting and eligibility and for purposes of determining benefits, under any vacation or sick leave plan in which the amount of benefits under Buyer’s applicable sick leave, vacation, severance or other welfare plan. Buyer will assumeTransferred Employees are eligible to participate, and be solely responsible forare in fact participating, all sick leave, vacation or other paid time off accrued by Employees prior on and after the Closing Date. With respect to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type Employee Plan which is a "flexible spending arrangement," within the meaning of plan of Sellers Proposed Treasury Regulation Section 1.125-2 (a "SELLER FSA"), Buyer or their Affiliates immediately prior to the Effective Time, and, so long as its affiliate shall permit such Transferred Employees remain employed Employee to continue to participate after the Closing Date in a flexible spending account maintained by Buyer Buyer, and shall continue credit such enrollment for no less than 12 months following the Effective Time (so long Transferred Employee with an account balance equivalent to that which applied, as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall (i) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employee under the applicable Seller FSA. As soon as practicable after the Closing Date, either Seller shall pay to Buyer the amount described in "X" below, or Buyer shall pay to Seller the amount described in "Y" below, whichever is applicable, in either case by wire transfer in a cash lump sum. For this purpose, "X" shall mean the amount, if any, by which the aggregate amount deferred through such date by Transferred Employees under any plan of Buyer or its Affiliates that is a healthcare plan, to the extent such limitation or exclusion was waived or such waiting period was satisfied as of the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Employee with credit for any co-payments, deductibles and any other out-of-pocket expenses paid Seller FSAs during the plan year or other appropriate period commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(s) of Buyer or its Affiliates for such plan year (so long as Buyer is provided the applicable information). If within 12 months following which the Closing Date Buyer terminates occurs exceeds aggregate claims paid for such year on behalf of such Transferred Employees under the employment Seller FSAs; and "Y" shall mean the amount, if any, by which aggregate claims paid for such year on behalf of any Transferred Employee without cause, Buyer shall provide Employees under the Seller FSAs exceeds the aggregate amount deferred through the Closing Date by Transferred Employee severance benefits in an amount no less than Employees under the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Seller FSAs during such year.

Buyer Benefit Plans. Buyer will cause all plans With respect to any plans, programs and programs arrangements of Buyer and its Affiliates in which any Hired IT&E Employee is eligible to recognize all service of the Transferred Employees with the Sellers participate on or any of their Affiliates prior to after the Closing Date for purposes of vesting and eligibility and for purposes of determining the amount of benefits under Buyer’s applicable sick leave(“Buyer Employee Plans”), vacation, severance or other welfare plan. Buyer will assume, and be solely responsible for, all sick leave, vacation or other paid time off accrued by Employees prior to the Effective Time; provided, however, that Buyer will not assume any accrued sick leave, vacation or other paid time off to the extent Sellers are required by Law to pay any Transferred Employee the appropriate accrued amounts of sick leave, vacation or other paid time off, but will instead reimburse and hold harmless Sellers and their Affiliates in respect of any such payments. Buyer shall or shall cause its Affiliates to offer enrollment in, effective as of the Effective Time, all health and welfare and 401(k) plans of the Buyer and its Affiliates to each Transferred Employee who participates in an equivalent type of plan of Sellers or their Affiliates immediately prior to the Effective Time, and, so long as such Transferred Employees remain employed by Buyer shall continue such enrollment for no less than 12 months following the Effective Time (so long as the applicable employee remains eligible under the terms of the program, except that solely for purposes of Buyer’s health care plans such eligibility will be determined without regard to minimum number of hour requirements during the first 90 days following the Closing Date). Buyer shall shall: (i) cause to be waived waive all limitations as to preexisting condition limitationspre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Transferred Employees any such employees and their eligible dependents under any plan of Buyer or its Affiliates that is a healthcare planbenefit plans in which such employees and their eligible dependents may be eligible to participate after the Closing Date, except to the extent such limitation pre-existing conditions, exclusions or exclusion was waived or such waiting period was satisfied as of periods would apply under the Effective Time under any healthcare plan maintained for such employees immediately prior to the Effective Time and analogous Seller benefit plan; (ii) cause applicable healthcare plans of Buyer or its Affiliates to provide each Transferred Hired IT&E Employee and their eligible dependents with credit for any co-payments, payments and deductibles and any other out-of-pocket expenses paid during the plan year or other appropriate period commencing immediately prior to the Effective Time Closing Date (to the same extent that such credit was given under the analogous Seller benefit plan prior to the Closing Date) in satisfying any applicable deductible or out-of-pocket requirements under any healthcare plan(sBuyer Employee Plans in which such employees may be eligible to participate after the Closing Date; and (iii) recognize all service of the Hired IT&E Employees with Seller and its respective affiliates, for all purposes (including, purposes of eligibility to participate, vesting credit, entitlement to benefits, and, except with respect to defined benefit pension plans, benefit accrual) in any Buyer Employee Plans in which such employees may be eligible to participate after the Closing Date, to the extent that such service was credited under the analogous Seller benefit plan prior to the Closing Date; provided that the foregoing shall not apply to the extent it would result in duplication of benefits. In addition, the parties shall cooperate with each other and take those actions reasonably necessary in order to transfer each Hired IT&E Employee’s 401(k) account to an analogous plan sponsored by the Buyer. On or its Affiliates for such plan year (so long before the Closing Date, Seller will pay all employer 401(k) matching contributions that are due as Buyer is provided the applicable information). If within 12 months following of the Closing Date and Buyer terminates assumes no obligation with respect to any such employer contributions that were due prior to the employment of any Transferred Employee without cause, Buyer shall provide the Transferred Employee severance benefits in an amount no less than the severance benefits the Transferred Employee would have been entitled to under Albertson’s applicable severance plans (but excluding any individual employment or change in control agreements)Closing Date.