Common use of Employee Benefits; Crediting of Service Clause in Contracts

Employee Benefits; Crediting of Service. On and after their applicable Transfer Dates and until the first anniversary of the Closing, Opco shall make available to Transferred Employees (and their eligible spouses, dependents and beneficiaries) defined contribution pension and welfare benefits that are substantially comparable, in the aggregate, to the defined contribution pension and welfare benefits provided to Transferred Employees (and, as applicable, their eligible spouses, dependents and beneficiaries) under Seller’s or its Affiliates’ Benefit Plans immediately prior to the Closing Date without limitations based upon pre-existing conditions (and the amount of year-to-date deductibles incurred by Transferred Employees prior to their applicable Transfer Dates under Seller’s or its Affiliates’ Benefit Plans shall be credited toward satisfaction of deductibles under the employee benefits and compensation plans, programs and arrangements sponsored or maintained by Opco (the “Company Plans”) for the year in which the Transfer Date occurs); provided, however, any Benefit Plan which is an equity-based plan, stock purchase plan, defined benefit pension plan, or retiree health and welfare plan shall be excluded for purposes of comparability. Opco shall ensure that the Company Plans grant full credit for all service or employment with, or recognized by, Seller and its Affiliates for purposes of eligibility, participation and vesting with respect to any Company Plan (but not benefit accrual) that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and, for purposes of eligibility, participation and determining the amount of any benefit with respect to any Company Plan that is a vacation or other program that is affected by seniority and any Company Plan that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including any severance plan or sick plan; provided, that Opco’s vacation plan shall be able to offset, for the year in which the Transfer Date occurs, the vacation credited to the Transferred Employees pursuant to Section 5.5(d).

Employee Benefits; Crediting of Service. On and after their applicable Transfer Dates and until Immediately following the first anniversary of Closing Date, the Closing, Opco Companies shall make available to Transferred Applicable Employees (and their eligible spouses, dependents and beneficiaries) defined contribution pension employee benefits and welfare benefits compensation plans, programs and arrangements that are substantially comparable, comparable in the aggregate, aggregate to the defined contribution pension and welfare benefits those provided to Transferred Applicable Employees (and, as applicable, their eligible spouses, dependents and beneficiaries) under Seller’s or its Affiliates’ the Benefit Plans Plans, excluding for purposes of determining such comparability defined pension benefits, retiree medical benefits and equity based compensation, immediately prior to the Closing Date without limitations based upon pre-existing conditions (and the amount of year-to-date deductibles incurred by Transferred Applicable Employees prior to their applicable Transfer Dates the Closing Date under Seller’s or its Affiliates’ the Benefit Plans shall be credited toward satisfaction of deductibles under the employee benefits and compensation plans, programs and arrangements sponsored or maintained by Opco the Companies (the “Company Plans”) for the year in which the Transfer Closing Date occurs); provided. From the Closing Date, however, any Benefit Plan which is an equity-based plan, stock purchase plan, defined benefit pension plan, or retiree health and welfare plan shall be excluded for purposes of comparability. Opco the Companies shall ensure that the Company Plans grant full credit for all service or employment with, or recognized by, Seller Stockholder and its Affiliates for purposes of eligibility, participation and vesting with respect to any Company Plan (but not benefit accrual) that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and, for purposes of eligibility, participation and determining the amount of any benefit with respect to any Company Plan that is a vacation vacation, severance or other program that is affected by seniority and any Company Plan that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including any severance plan or sick plan; provided, provided that Opco’s the Companies’ vacation plan shall be able to offset, for the year in which the Transfer Closing Date occurs, the vacation credited to each of the Transferred Applicable Employees pursuant to Section 5.5(d5.5(c), or alternatively the vacation already taken by Applicable Employees during the year in which the Closing Date occurs, according to applicable Law.

Employee Benefits; Crediting of Service. On and after their applicable Transfer Dates and until the first anniversary of the ClosingClosing Date, Buyer and/or Holdco shall cause Opco shall to make available to Transferred Employees (and their eligible spouses, dependents and beneficiaries) defined contribution employee pension benefits and employee welfare benefits that are substantially comparable, in the aggregate, to the defined contribution pension and welfare benefits provided to Transferred Employees similarly situated Buyer employees (and, as applicable, their eligible spouses, dependents and beneficiaries) under Seller’s or its Affiliates’ Benefit Plans immediately prior to the Closing Date without limitations based upon pre-existing preexisting conditions (and the amount of year-to-date deductibles incurred by Transferred Employees prior to their applicable Transfer Dates the Closing Date under Seller’s or its Affiliates’ Benefit Plans shall be credited toward satisfaction of deductibles and out-of-pocket expenses under the employee benefits and compensation plans, programs and arrangements sponsored or maintained by Opco (the “Company Plans”) for the year in which the Transfer Closing Date occurs); provided. Notwithstanding the foregoing, however, any Benefit Plan which is an equity-based plan, Transferred Employees shall not participate in Buyer’s employee stock purchase plan, defined benefit pension plan, plan or any retiree health medical coverage provided under Buyer’s self insured medical plans. Buyer and welfare plan shall be excluded for purposes of comparability. Opco shall Seller agree to ensure that the Company Plans grant full credit for all service or employment with, or recognized by, Seller and its Affiliates for purposes of eligibility, participation participation, contribution and vesting with respect to any Company Plan (but not benefit accrual) that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, and, and for purposes of eligibility, participation and determining the amount of any benefit with respect to any Company Plan that is a vacation or paid days off or other program that is affected by seniority and any Company Plan that is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA, including any severance plan or sick plan; provided, that . The Transferred Employees shall be credited under Opco’s vacation Section 125 plan with the amounts available for reimbursement equal to such positive or negative amounts as were credited under Seller’s Section 125 plan in which health care and dependent care flexible spending accounts are established under Section 125 of the Code with respect to such person immediately prior to the Closing Date. Opco shall be able honor and give effect under its Section 125 plan to offset, any elections made by the Transferred Employees under Seller’s Section 125 plan for the year in which the Transfer Date Closing occurs, and new elections shall be permitted under Opco’s Section 125 Plan consistent with Section 125 of the vacation credited Code. Seller shall provide a list of each Transferred Employee who as of the Closing Date is a participant in the Seller’s Section 125 plan, which list shall include an accounting with respect to each listed participant as follows: the total annual amount elected, the amount contributed as of the Closing Date, and the amount reimbursed as of the Closing Date. Seller shall pay Opco the net balance of the total Transferred Employee participants’ contributions minus the total Transferred Employee participants’ reimbursements if the balance is a positive number, and Opco shall pay Seller such amount if the balance is a negative number. In addition, Opco shall honor any transit and parking elections and account balances made by the Transferred Employees pursuant prior to Section 5.5(d)the Closing Date.