Common use of Cessation of Participation in Parent H&W Plans; Participation in SpinCo H&W Plans Clause in Contracts

Cessation of Participation in Parent H&W Plans; Participation in SpinCo H&W Plans. (a) Subject to the terms of the Transition Services Agreement, effective as of the applicable Benefits Commencement Date, SpinCo or another member of the SpinCo Group will provide all health and welfare benefits under SpinCo H&W Plans to SpinCo Participants and, to the extent necessary, establish certain SpinCo H&W Plans having features (including benefit coverage options and employer contribution provisions) that are similar to the features of the corresponding Parent H&W Plans in which such SpinCo Participants participated immediately prior to the Benefits Commencement Date, except as may otherwise be mutually agreed between the parties and only to the extent that such features are commercially reasonable for SpinCo or any other member of the SpinCo Group to offer to SpinCo Participants; provided that, the parties agree and acknowledge that nothing in this Agreement shall require SpinCo or any other member of the SpinCo Group to provide all of the health and welfare benefits that were provided by Parent prior to the Benefits Commencement Date. (b) Without limiting the generality of Section 4.01, effective as of the applicable Benefits Commencement Date, except as otherwise provided by the terms of the Transition Services Agreement, (i) SpinCo Participants shall cease to actively participate in the Parent H&W Plans, (ii) SpinCo shall cause SpinCo Participants who participate in (or who are otherwise entitled to present or future benefits under) a Parent H&W Plan as of immediately prior to the Benefits Commencement Date to be automatically enrolled in, covered by or otherwise offered participation in, a corresponding SpinCo H&W Plan, and (iii) SpinCo shall use reasonable best efforts to cause the SpinCo H&W Plans to recognize all elections and designations (including coverage and contribution elections and beneficiary designations, continuation coverage and conversion elections, and qualified medical child support orders and other orders issued by courts of competent jurisdiction) in effect with respect to SpinCo Participants as of immediately prior to the applicable Benefits Commencement Date under the corresponding Parent H&W Plan for the remainder of the period or periods for which such elections are by their terms applicable, subject to the terms of the applicable SpinCo H&W Plan. Notwithstanding anything to the contrary herein, Former SpinCo Employees who are receiving long-term disability benefits under any Parent H&W Plan as of the Separation Time will continue participation in the applicable Parent H&W Plan providing for such long-term disability benefits, in accordance with, and subject to the terms and conditions of, such Parent H&W Plan and applicable Law (with the cost of any such benefits constituting a Parent Retained Employee Liability), and such Former SpinCo Employees will not be enrolled in, covered by or otherwise offered participation in, a corresponding SpinCo H&W Plan with respect to such long-term disability benefits. (c) Subject to the terms of the applicable SpinCo H&W Plan and applicable Law, SpinCo shall use its reasonable best efforts to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to SpinCo Participants under any SpinCo H&W Plan in which any such SpinCo Participant may be eligible to participate on or after the applicable Benefits Commencement Date to the extent that such conditions, exclusions and waiting periods are not applicable to or had been previously satisfied by any such SpinCo Participant under the corresponding SpinCo H&W Plans and (ii) credit SpinCo Participants under any applicable SpinCo H&W Plan for any coinsurance or deductibles paid under any corresponding Parent H&W Plan prior to the date such SpinCo Participant becomes a participant in such applicable SpinCo H&W Plan, if any, with respect to the calendar year in which such participation commences. Such credit, if any, shall be given for the purpose of satisfying any applicable coinsurance or deductible requirements under any of the applicable SpinCo H&W Plans in which such SpinCo Participant is eligible to participate after the applicable Benefits Commencement Date. (d) Neither the transfer nor other movement of employment or service from any member of the Parent Group to any member of the SpinCo Group (including as contemplated by Article III) at any time before the Benefits Commencement Date shall constitute or be treated as a “status change” under the Parent H&W Plans or the SpinCo H&W Plans. (e) Notwithstanding anything to the contrary herein, subject to Section 6.02, during the Benefits Transition Period, if any, SpinCo Participants will continue participation in, and benefit accrual under, Parent H&W Plans, subject to an in accordance with the terms and conditions of such Parent H&W Plans and applicable Law and, if applicable, the terms and conditions of the Transition Services Agreement, and the cost of such continued participation during the Benefits Transition Period shall be reimbursed by SpinCo to Parent.