Common use of Employee Benefits and Other Matters Clause in Contracts

Employee Benefits and Other Matters. (a) Purchaser will continue to employ Employees on an "at will" basis. Seller shall remain responsible for the payment of any benefit accrued by Employees prior to the Closing Date under any severance, salary continuation, incentive or similar agreement between Superior and/or Seller and any Employees entered into prior to the Closing Date. (b) Effective as of the Closing Date, Seller shall cause Superior to withdraw from participation in, and Employees shall cease accruing benefits under, all of Seller's employee benefit plans and policies. On or before the Closing Date, Seller or Superior, as the case may be, shall, to the extent permitted under applicable law, cause Employees participating in any qualified defined benefit pension Plan or qualified defined contribution Plan to become fully vested under the terms of such Plans. Seller shall amend its defined contribution Plan to provide that Employees shall be eligible to receive the employer matching contribution for the year in which the Closing Date occurs without regard to the requirement that a participant be employed by Seller on December 31 of such year. Purchaser shall, as soon as practicable after the Closing Date, establish a retirement plan which Purchaser deems reasonable and competitive among employers in the markets where Purchaser will conduct business. For the purposes of such plans established by Purchaser, prior continuous service of Employees with Superior or Seller shall be counted as continuous service with Purchaser for satisfaction of enrollment, eligibility and vesting requirements. Seller remains responsible for all benefits accrued by Employees as of the Closing Date resulting from participation in Seller's defined benefit and defined contribution Plans. (c) On the Closing Date, Purchaser will have established and will make available to Employees reasonable and competitive employee welfare plans, including, without limitation, medical, life and disability plans, and will use its best efforts to enroll all participating Employees in such plans without consideration of pre-existing conditions. Purchaser will also use its best efforts to permit plan-year payments toward satisfaction of participant deductible amounts and other employee payment limits to carry forward to the plan established by Purchaser. Plan design and premium distribution under such plan or plans will rest solely with Purchaser. Purchaser and Seller agree that liability for medical claims of Employees incurred but unpaid before the Closing Date shall remain with Seller. Seller shall offer retiree medical coverage and retiree medical reimbursement account benefits to Employees eligible for such benefits as of the Closing Date and liabilities for such coverage shall remain with Seller. Purchaser will provide such other insured and uninsured welfare plans as it deems appropriate. With respect to such plans, continuous service of Employees with Superior will be counted as continuous service with Purchaser for satisfaction of enrollment and other eligibility requirements of such plans and for determining eligibility for vacation, personal leave and other similar employee benefit and recognition programs which Purchaser may implement. As of the Closing Date, Purchaser shall have established a health care reimbursement plan and a dependent care reimbursement plan, and Seller shall transfer the balances in its health care reimbursement fund and dependent care reimbursement fund to the extent of unused Employee accounts in such plans to Purchaser's plans. To the extent a participant's health care reimbursement account has a negative account balance as of the Closing Date, Purchaser will continue to administer its medical reimbursement plan and withhold amounts from such participant's paychecks in accordance with the Employee's election, and if such participant has a positive account balance in Purchaser's health care reimbursement fund following the close of all claims for the year in which the Closing occurs, Purchaser shall transfer such positive amounts to Seller. (d) Seller makes no representations or warranties about whether any Employees will remain employed by Superior after the date of this Agreement. Seller will use its best efforts to maintain the Employees as employees of Superior until the Closing Date. (e) Purchaser agrees that, for a period of six (6) months after the Closing Date, it will not terminate without "good cause" (as defined in Schedule 5.4(e)) a transferred Employee without paying to such Employee a severance benefit no less than the applicable severance benefit set forth on Schedule 5.4(e).

Employee Benefits and Other Matters. (a) Purchaser will continue To the extent that service is relevant for purposes of eligibility, vesting or the calculation or accrual of benefits (other than the accrual of benefits under any defined benefit pension plan) under any employee benefit plan, program or arrangement sponsored, maintained or contributed to employ Employees on an "at will" basis. Seller shall remain responsible by the Company, any of its Subsidiaries, Parent or any of its Affiliates for the payment benefit of any benefit accrued by persons who are employees of the Company or any of its Subsidiaries immediately before and after the Effective Time (the “Company Employees”), such plan, program or arrangement shall credit such Company Employees for service earned on and prior to the Closing Date under Effective Time with the Company or any severanceits Subsidiaries, salary continuation, incentive or similar agreement between Superior and/or Seller and any Employees entered into prior of their respective predecessors to the Closing Datesame extent credited under the Company Employee Benefit Plans, except to the extent such credit would result in the duplication of benefits. (b) With respect to any “welfare plan”, as defined in Section 3(1) of ERISA, sponsored, maintained or contributed to for the benefit of Company Employees after the Effective Time, the Parent shall or shall cause the Company to use its commercially reasonable efforts to waive all limitations as to pre-existing conditions or evidence of insurability to the same extent waived under the Company Employee Benefit Plans and shall use its commercially reasonable efforts to provide credit to Company Employees for any co-payments, deductibles or out-of-pocket expenses paid by such Company Employees under the Company Employee Benefit Plans during the portion of the Closing Daterelevant plan year preceding the Effective Time, Seller shall cause Superior to withdraw from participation in, and Employees shall cease accruing benefits under, all of Seller's employee benefit plans and policies. On or before the Closing Date, Seller or Superior, as the in each case may be, shall, to the extent permitted under applicable law, cause Employees participating in any qualified defined benefit pension Plan or qualified defined contribution Plan to become fully vested under the terms of such Plans. Seller shall amend its defined contribution Plan to provide that Employees shall be eligible to receive the employer matching contribution for the year in which the Closing Date occurs without regard to the requirement that a participant be employed by Seller on December 31 of such year. Purchaser shall, as soon as practicable after the Closing Date, establish a retirement plan which Purchaser deems reasonable and competitive among employers in the markets where Purchaser will conduct business. For the purposes of such plans established by Purchaser, prior continuous service of Employees with Superior or Seller shall be counted as continuous service with Purchaser for satisfaction of enrollment, eligibility and vesting requirements. Seller remains responsible for all benefits accrued by Employees as of the Closing Date resulting from participation in Seller's defined benefit and defined contribution Plansapplicable policy. (c) On Nothing in this Agreement shall prevent the Closing Date, Purchaser will have established and will make available to Employees reasonable and competitive employee welfare plans, including, without limitation, medical, life and disability plans, and will use Parent or any of its best efforts to enroll all participating Employees in such plans without consideration Affiliates (including the Company or any of pre-existing conditions. Purchaser will also use its best efforts to permit plan-year payments toward satisfaction Subsidiaries) from terminating the employment or services of participant deductible amounts and other employee payment limits to carry forward to the plan established by Purchaser. Plan design and premium distribution under such plan or plans will rest solely with Purchaser. Purchaser and Seller agree that liability for medical claims of Employees incurred but unpaid before the Closing Date shall remain with Seller. Seller shall offer retiree medical coverage and retiree medical reimbursement account benefits to Employees eligible for such benefits as any of the Closing Date and liabilities for such coverage Company Employees at any time after the Effective Time, or otherwise shall remain with Seller. Purchaser will provide such other insured and uninsured welfare plans as it deems appropriate. With respect to such plans, continuous service guarantee any of the Company Employees with Superior will be counted as continuous continued employment or service with Purchaser the Parent or any of its Affiliates (including the Company or any of its Subsidiaries), or any of their successors or assigns, for satisfaction any period of enrollment and time. No Company Employee or other eligibility requirements agent, nor any beneficiary or dependent thereof, shall be a third party beneficiary of such plans and for determining eligibility for vacation, personal leave and other similar employee benefit and recognition programs which Purchaser may implement. As of the Closing Date, Purchaser shall have established a health care reimbursement plan and a dependent care reimbursement plan, and Seller shall transfer the balances in its health care reimbursement fund and dependent care reimbursement fund this Agreement or be entitled to the extent of unused Employee accounts in such plans to Purchaser's plans. To the extent a participant's health care reimbursement account has a negative account balance as of the Closing Date, Purchaser will continue to administer its medical reimbursement plan and withhold amounts from such participant's paychecks in accordance with the Employee's election, and if such participant has a positive account balance in Purchaser's health care reimbursement fund following the close of all claims for the year in which the Closing occurs, Purchaser shall transfer such positive amounts to Sellerbring any action or claim hereunder. (d) Seller makes no representations or warranties about whether any Employees will remain employed by Superior after Parent and the date Company agree that upon the Merger the Surviving Corporation shall assume and agree to perform the Company’s obligations under the change of this Agreement. Seller will use its best efforts to maintain the Employees as employees of Superior until the Closing Date. (e) Purchaser agrees that, for a period of six (6) months after the Closing Date, it will not terminate without "good cause" (as defined in Schedule 5.4(e)) a transferred Employee without paying to such Employee a severance benefit no less than the applicable severance benefit control and stay-put agreements and other benefits set forth on Schedule 5.4(e)4.4(d) and Schedule 4.7(xii) of the Company Letter, and effective as of the Effective Time, Parent hereby guarantees payment of all such obligations.

Employee Benefits and Other Matters. (a) Purchaser will continue Incident to employ Employees on an "the combination of Seller's business with that of Xxxxxx, from and after the Closing Date, certain positions existing at will" basis. Seller shall remain responsible for the payment of any benefit accrued by Employees each organization prior to the Closing Date under any severancecombination will be eliminated upon mutual agreement by Seller, salary continuation, incentive or similar agreement between Superior and/or Seller Buyer and any Employees entered into Xxxxxx prior to the Closing DateClosing. Continued employment will be offered to those common law employees of Seller whose jobs have not been so eliminated (the "Continued Employees"). Notwithstanding anything in this subsection (a) to the contrary, any such offer shall not be construed to limit the ability of NCLP to terminate Continued Employees for cause or for other valid business purposes. (b) Effective Where feasible prior to, and in all events as of soon as practicable following, the Closing Date, Seller Buyer and NCLP shall cause Superior take such steps as are necessary or appropriate to withdraw from participation in, and adopt at NCLP for the benefit of the Continued Employees shall cease accruing benefits under, all of Seller's employee benefit plans and policiesprograms as may be agreed to by Seller and Xxxxxx. On or before the Closing Date, Seller or Superior, These are expected to provide such benefits as the case may be, shall, agreed to by Buyer and Seller. Other than allocations of incentive fees to individual employees to the extent permitted under applicable lawhereby, cause Employees participating in any qualified defined benefit pension Plan or qualified defined contribution Plan to become fully vested under the terms of such Plans. Seller bonus and incentive plans at NCLP shall amend its defined contribution Plan to provide that Employees shall be eligible to receive the employer matching contribution for the year in which the Closing Date occurs without regard to the requirement that a participant be employed by Seller on December 31 of such year. Purchaser shall, as soon as practicable after the Closing Date, establish a retirement plan which Purchaser deems reasonable and competitive among employers in the markets where Purchaser will conduct business. For the purposes of such plans established by Purchaser, prior continuous service of Employees with Superior or Seller shall be counted as continuous service with Purchaser for satisfaction of enrollment, eligibility and vesting requirements. Seller remains responsible for all benefits accrued by Employees as consist solely of the Closing Date resulting from participation in Seller's defined benefit NCLP Bonus Plan and defined contribution Plans. (c) On the Closing Date, Purchaser will have established and will Margin Share Payments. Buyer agrees to make available to Employees reasonable NCLP all of the employee benefit plans and competitive programs it sponsors which are made available to its subsidiaries. Each Continued Employee shall participate in any employee welfare plans, including, without limitation, medical, life benefit plans and disability plans, programs for which such Continued Employee is eligible on the basis of the aggregate number of years of such Continued Employee's service to Seller and will use its best efforts to enroll all participating Employees in such plans without consideration of preNCLP. Pre-existing conditionsconditions of Continued Employees shall not be excluded from medical plan coverage. Purchaser will also use its best efforts Continued Employees and former employees of Seller who currently maintain loans under Seller's 401(k) plan shall be permitted to permit plan-year payments toward satisfaction maintain loans under the 401(k) plan for the benefit of participant deductible NCLP employees in amounts and other employee payment limits to carry forward at least equal to the plan established amounts of such loans maintained by Purchasersuch Continued Employees or former employees under the Seller's 401(k) plan. Plan design and premium distribution under such plan Except for Section 5.1, nothing in this Agreement shall be deemed to preclude or plans will rest solely with Purchaser. Purchaser and Seller agree that liability for medical claims restrict the modification or termination of Employees incurred but unpaid before the Closing Date shall remain with Seller. Seller shall offer retiree medical coverage and retiree medical reimbursement account benefits to Employees eligible for such benefits as any of the Closing Date and liabilities for such coverage shall remain with Seller. Purchaser will provide such other insured and uninsured welfare plans as it deems appropriate. With respect to such plans, continuous service of Employees with Superior will be counted as continuous service with Purchaser for satisfaction of enrollment and other eligibility requirements of such plans and for determining eligibility for vacation, personal leave and other similar employee benefit and recognition programs which Purchaser may implement. As of the Closing Date, Purchaser shall have established a health care reimbursement plan and a dependent care reimbursement plan, and Seller shall transfer the balances in its health care reimbursement fund and dependent care reimbursement fund to the extent of unused Employee accounts in such plans to Purchaser's plans. To the extent a participant's health care reimbursement account has a negative account balance as of the Closing Date, Purchaser will continue to administer its medical reimbursement plan and withhold amounts from such participant's paychecks Benefit Plans in accordance with the Employee's electionits terms, and if such participant has a positive account balance in Purchaser's health care reimbursement fund following the close of all claims for the year in which the Closing occurs, Purchaser shall transfer such positive amounts to Seller. (d) Seller makes no representations whether before or warranties about whether any Employees will remain employed by Superior after the date of this Agreement. Seller will use its best efforts to maintain the Employees as employees of Superior until the Closing DateClosing. (e) Purchaser agrees that, for a period of six (6) months after the Closing Date, it will not terminate without "good cause" (as defined in Schedule 5.4(e)) a transferred Employee without paying to such Employee a severance benefit no less than the applicable severance benefit set forth on Schedule 5.4(e).

Employee Benefits and Other Matters. (a) Purchaser will continue Seller and Buyer agree to employ cooperate reasonably concerning all matters relating to the Employees. Buyer shall offer employment to all Employees (other than Excluded Employees) commencing as of the Closing. At Buyer's option, Buyer may also offer employment to any Resigned Employee. Employees (including Resigned Employees, if any) who accept employment with Buyer shall be referred to hereinafter as "Transferred Employees." An offer of employment made by Buyer to any Employee On Leave who is absent from work on an "at will" basisthe Closing Date shall be void if such Employee fails to commence employment with Buyer prior to the six month anniversary of the Closing. Seller shall remain responsible for the payment Further, employment of any benefit accrued Transferred Employee may be conditioned upon the execution by Employees such Employee of Buyer's standard non-disclosure and non-solicitation agreement. Buyer shall provide or shall cause to be provided to each Transferred Employee (i) a wage or salary, as applicable, that is at least equal to the wage or salary, as applicable, received by such Transferred Employee immediately prior to the Closing Date under any severanceand (ii) employee benefits that are no less favorable, salary continuationin the aggregate, incentive or similar agreement between Superior and/or Seller and any than the employee benefits received by Transferred Employees entered into immediately prior to Closing. Buyer shall employ each Transferred Employee who accepts employment with Buyer on the same basis upon which the Transferred Employee was employed by Seller (i.e., employment at will or employment for a term), provided that all contracts disclosing employment for a term are disclosed in Schedule 2.2(f) or Schedule 2.4(b) and are included as Transferred Contracts. (b) As of the Closing, Transferred Employees and their dependants and beneficiaries shall cease to accrue further benefits under the Plans. Buyer shall be responsible for all employment liabilities with respect to the Transferred Employees relating to, arising out of or resulting from, the employment of, or services rendered by, such employee after the Closing. Buyer shall use commercially reasonable efforts to credit or cause to be credited service of the Transferred Employees with Seller for all purposes under each employee fringe, vacation or severance benefit plan, program or arrangement of Buyer in which Buyer determines Transferred Employees are eligible to participate. Notwithstanding any other provision of this Agreement to the contrary, Buyer shall not credit Transferred Employees for service with Seller for purpose of eligibility, participation or benefits under Buyer's self-insured health plan. Buyer shall grant to the Transferred Employees vacation pay or time and sick/personal time with respect to vacation time and sick/personal time that has been earned and/or accrued under Seller's vacation or sick/personal time policy but not paid to or taken by such Transferred Employees as of the Closing Date. (bc) Buyer shall use commercially reasonable efforts to cause the employee welfare benefit plans (as such term is defined in Section 3(1) of ERISA) covering Transferred Employees, effective as of Closing (the "Transferred Employee Welfare Plans"), to (i) recognize the co-payments and deductible expenses of the Transferred Employees and their eligible dependents incurred prior to the Closing under the welfare benefit plans of Seller (the "Seller Welfare Plans"), and (ii) waive all pre-existing condition exclusions and limitations applicable to the Transferred Employees and their eligible dependents under the Transferred Employee Welfare Plans. The medical and dental benefits provided by Buyer to Transferred Employees from and after the Closing shall be provided pursuant to the contracts (listed on Schedule 10.3(c)) underlying the medical and dental plans maintained by Seller immediately prior to the Closing (the "Assumed Welfare Plan Contracts") until the earlier of the expiration or cancellation of the Assumed Welfare Plan Contracts. Seller shall assign such Assumed Welfare Plan Contracts to Buyer. As of the Closing, Seller shall be discharged of all obligations to provide benefits (whether payable to current or former employees of Seller) that would ordinarily be payable under the Assumed Welfare Plan Contracts in respect of periods from and after the Closing Date, and Buyer shall use reasonable efforts to assist Seller in defending any claim or liability asserted against Seller in respect of any such obligation. Upon the termination of all of the Seller's group health plans (as that term is defined on Section 5000(b)(1) of the Code), Buyer, in accordance with Section 4980B of the Code and the applicable Treasury Regulations, agrees to provide health care continuation coverage under the Consolidated Omnibus Reconciliation Act of 1985, as amended, with respect to qualifying events in respect of current and former employees of Seller (and their eligible dependents), whether occurring before, on or after the Closing Date. Seller agrees to terminate its group health plans (as defined in Section 5000(b)(1) of the Code) as of the Closing and to file final form 5500s as soon as practicable thereafter. (d) Effective as of the Closing DateClosing, Seller Buyer shall cause Superior provide the Transferred Employees with the option to withdraw from participation inparticipate in a 401(k) plan designated by Buyer (the "Buyer 401(k) Plan"), and Employees shall cease accruing benefits undertake all reasonable necessary action, all of Seller's employee benefit plans and policies. On or before the Closing Date, Seller or Superior, as the case may be, shallif any, to qualify the extent permitted under applicable law, cause Employees participating in any qualified defined benefit pension Buyer 401(k) Plan or qualified defined contribution Plan to become fully vested under the terms applicable provisions of such Plansthe Code. Seller Buyer shall amend use its defined contribution Plan commercially reasonable efforts to provide that permit Transferred Employees shall be eligible to receive the employer matching contribution for the year in which the Closing Date occurs without regard implement a direct rollover to the requirement that a participant be employed Buyer 401(k) Plan of their account balances (inclusive of loans) under the 401(k) plan maintained by Seller on December 31 of such year. Purchaser shall, as soon as practicable Seller. (e) From and after the Closing Date, establish Buyer (and not Seller) shall be liable and responsible for Liabilities to a retirement plan which Purchaser deems reasonable and competitive among employers in Transferred Employee arising as a result of the markets where Purchaser will conduct business. For the purposes termination of such plans established by Purchaser, prior continuous service of Employees with Superior or Seller shall be counted as continuous service with Purchaser for satisfaction of enrollment, eligibility and vesting requirements. Seller remains responsible for all benefits accrued by Employees as of the Closing Date resulting from participation in SellerTransferred Employee's defined benefit and defined contribution Plans. (c) On the Closing Date, Purchaser will have established and will make available to Employees reasonable and competitive employee welfare plans, including, without limitation, medical, life and disability plans, and will use its best efforts to enroll all participating Employees in such plans without consideration of pre-existing conditions. Purchaser will also use its best efforts to permit plan-year payments toward satisfaction of participant deductible amounts and other employee payment limits to carry forward to the plan established by Purchaser. Plan design and premium distribution under such plan or plans will rest solely with Purchaser. Purchaser and Seller agree that liability for medical claims of Employees incurred but unpaid before the Closing Date shall remain with Seller. Seller shall offer retiree medical coverage and retiree medical reimbursement account benefits to Employees eligible for such benefits as of the Closing Date and liabilities for such coverage shall remain with Seller. Purchaser will provide such other insured and uninsured welfare plans as it deems appropriate. With respect to such plans, continuous service of Employees with Superior will be counted as continuous service with Purchaser for satisfaction of enrollment and other eligibility requirements of such plans and for determining eligibility for vacation, personal leave and other similar employee benefit and recognition programs which Purchaser may implement. As of the Closing Date, Purchaser shall have established a health care reimbursement plan and a dependent care reimbursement plan, and Seller shall transfer the balances in its health care reimbursement fund and dependent care reimbursement fund to the extent of unused Employee accounts in such plans to Purchaser's plans. To the extent a participant's health care reimbursement account has a negative account balance as of the Closing Date, Purchaser will continue to administer its medical reimbursement plan and withhold amounts from such participant's paychecks in accordance employment with the Employee's election, and if such participant has a positive account balance in Purchaser's health care reimbursement fund following the close of all claims for the year in which the Closing occurs, Purchaser shall transfer such positive amounts to SellerBuyer. (d) Seller makes no representations or warranties about whether any Employees will remain employed by Superior after the date of this Agreement. Seller will use its best efforts to maintain the Employees as employees of Superior until the Closing Date. (e) Purchaser agrees that, for a period of six (6) months after the Closing Date, it will not terminate without "good cause" (as defined in Schedule 5.4(e)) a transferred Employee without paying to such Employee a severance benefit no less than the applicable severance benefit set forth on Schedule 5.4(e).