Common use of Employee Benefits Generally Clause in Contracts

Employee Benefits Generally. (a) Neither the employment transfers of Transferred Employees nor any of the other actions contemplated by this Agreement shall cause CMV, the General Partner, the MLP or any of their Subsidiaries to become a participating employer in any Benefit Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the Benefit Plans, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as specifically provided in Section 4.3 below. (b) From and after the Transfer Date, the General Partner shall adopt and maintain such compensation arrangements and employee benefit plans, programs, policies and arrangements as shall be determined by the General Partner or its Subsidiaries from time to time in the General Partner’s sole discretion (the “General Partner Plans”). Pursuant to the Services Agreement, Chesapeake Management shall provide the General Partner with certain transition assistance to enable the General Partner to develop, implement and administer its compensation and benefit plans and programs. (c) With respect to each General Partner Plan, the General Partner shall, subject to applicable Law, grant to the Transferred Employees eligible to participate in such General Partner Plan credit for the past service Chesapeake Management and its Affiliates and predecessor entities recognized under a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained by the General Partner in which they are or may become eligible to participate. (d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMV; provided, however, that such termination shall not affect or relieve any obligations of any acquirer of or successor to Chesapeake Management’s or its Affiliates’ assets, business, interests or voting power (whether by contract, operation of law or otherwise), and Chesapeake Management shall require any such successor to assume and agree to perform the obligations of Chesapeake Management under this Agreement.

Employee Benefits Generally. (a) Neither Effective as of the employment transfers of Transfer Date, except as provided in Section 4.2(b), the Transferred Employees shall cease to be active participants in the Parent Plans. Effective as of the Closing Date, neither the Company nor any of the other actions contemplated by this Agreement its Subsidiaries shall cause CMV, the General Partner, the MLP or any of their Subsidiaries to become be a participating employer in any Benefit Parent Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management Phillips and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) Chevron shall remain solely remxxx xxxxly responsible for all liabilities with respect to the Phillips Plans and the Chevron Xxxxx, respectively, and the Company and its Subsidiaries shall not assume any Parent Plan and shall have no obligations and Liabilities arising under the express terms of the Benefit Plans, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under no liabilities with respect to the express terms of the Benefit Parent Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as specifically provided in Section 4.3 4.2(b) and Section 4.5(d) below. (b) From and after the Transfer Date, the General Partner shall adopt Company and maintain such compensation arrangements and employee benefit plans, programs, policies and arrangements as its Subsidiaries shall be determined solely responsible for providing Transferred Employees with employee benefits, including without limitation welfare, savings and pension benefits, which shall be designed by the General Partner or Company in its sole discretion. Phillips and Chevron shall pxxxxxx xhe Company and its Subsidiaries from time to time in the General Partner’s sole discretion (the “General Partner Plans”). Pursuant to the Services Agreement, Chesapeake Management shall provide the General Partner with certain all necessary transition assistance to enable the General Partner them to develop, develop and implement and administer its their compensation and benefit plans and programs. The Company and its Subsidiaries shall provide compensation and benefits to Transferred Employees sufficient such that neither Phillips (and its Subsidiariex), xxx Chevron (and its Subsidiaries), shall incur any Severance Costs with respect to the Transferred Employees. If the Company (or its Subsidiaries) offers employment to any Employee whose Severance Costs were reimbursed pursuant to Section 2.3 the Company (or its Subsidiary) may, as a condition to the acceptance of such offer, require the Employee to repay the amount of such reimbursement. (c) With respect For purposes of eligibility to each General Partner Planparticipate and vesting under all compensation and benefit plans applicable to Transferred Employees on or after the Transfer Date, the General Partner shall, subject to applicable Law, grant to the Company and its Subsidiaries shall give Transferred Employees eligible to participate in such General Partner Plan credit for the past all applicable service Chesapeake Management with Phillips and its Affiliates Subsidiaries (xxxxxding the P Chem Subsidiaries), or Chevron and predecessor entities recognized under its Subsidiaries (including the C Chem Subsidiaries), as applicable, before the Transfer Date. For these purposes, the applicable service for a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained Transferred P Chem Employee shall be determined by the General Partner elapsed time since his or her Service Award Entry Date as recorded in which they are or may become eligible to participatethe personnel records of Phillips. (d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMV; provided, however, that such termination shall not affect or relieve any obligations of any acquirer of or successor to Chesapeake Management’s or its Affiliates’ assets, business, interests or voting power (whether by contract, operation of law or otherwise), and Chesapeake Management shall require any such successor to assume and agree to perform the obligations of Chesapeake Management under this Agreement.

Employee Benefits Generally. (a) Neither Effective as of the employment transfers of Transfer Date, except as provided in Section 4.2(b), the Transferred Employees shall cease to be active participants in the Parent Plans. Effective as of the Closing Date, neither the Company nor any of the other actions contemplated by this Agreement its Subsidiaries shall cause CMV, the General Partner, the MLP or any of their Subsidiaries to become be a participating employer in any Benefit Parent Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management Phillips and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) Chevron shall remain solely responsible for all liabilities with respect to the Phillips Plans and the Chevron Plans, respectively, and the Company and its Subsidiaries shall not assume any Parent Plan and shall have no obligations and Liabilities arising under the express terms of the Benefit Plans, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under no liabilities with respect to the express terms of the Benefit Parent Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as specifically provided in Section 4.3 4.2(b) and Section 4.5(d) below. (b) From and after the Transfer Date, the General Partner shall adopt Company and maintain such compensation arrangements and employee benefit plans, programs, policies and arrangements as its Subsidiaries shall be determined solely responsible for providing Transferred Employees with employee benefits, including without limitation welfare, savings and pension benefits, which shall be designed by the General Partner or Company in its Subsidiaries from time to time in the General Partner’s sole discretion (the “General Partner Plans”)discretion. Pursuant to the Services Agreement, Chesapeake Management Phillips and Chevron shall provide the General Partner Company and its Subsidiaries with certain all necessary transition assistance to enable the General Partner them to develop, develop and implement and administer its 163 their compensation and benefit plans and programs. The Company and its Subsidiaries shall provide compensation and benefits to Transferred Employees sufficient such that neither Phillips (and its Subsidiaries), nor Chevron (and its Subsidiaries), shall incur any Severance Costs with respect to the Transferred Employees. If the Company (or its Subsidiaries) offers employment to any Employee whose Severance Costs were reimbursed pursuant to Section 2.3 the Company (or its Subsidiary) may, as a condition to the acceptance of such offer, require the Employee to repay the amount of such reimbursement. (c) With respect For purposes of eligibility to each General Partner Planparticipate and vesting under all compensation and benefit plans applicable to Transferred Employees on or after the Transfer Date, the General Partner shall, subject to applicable Law, grant to the Company and its Subsidiaries shall give Transferred Employees eligible to participate in such General Partner Plan credit for the past all applicable service Chesapeake Management with Phillips and its Affiliates Subsidiaries (including the P Chem Subsidiaries), or Chevron and predecessor entities recognized under its Subsidiaries (including the C Chem Subsidiaries), as applicable, before the Transfer Date. For these purposes, the applicable service for a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained Transferred P Chem Employee shall be determined by the General Partner elapsed time since his or her Service Award Entry Date as recorded in which they are or may become eligible to participatethe personnel records of Phillips. (d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMV; provided, however, that such termination shall not affect or relieve any obligations of any acquirer of or successor to Chesapeake Management’s or its Affiliates’ assets, business, interests or voting power (whether by contract, operation of law or otherwise), and Chesapeake Management shall require any such successor to assume and agree to perform the obligations of Chesapeake Management under this Agreement.

Employee Benefits Generally. (a) Neither Effective as of the employment transfers of Transfer Date, except as provided in Section 4.2(b), the Transferred Employees shall cease to be active participants in the Parent Plans. Effective as of the Closing Date, neither the Company nor any of the other actions contemplated by this Agreement its Subsidiaries shall cause CMV, the General Partner, the MLP or any of their Subsidiaries to become be a participating employer in any Benefit Parent Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management Xxxxxxxx and its Affiliates (other than CMV, the General Partner, the MLP and their Subsidiaries) Chevron shall remain solely responsible for all liabilities with respect to the Xxxxxxxx Plans and the Chevron Plans, respectively, and the Company and its Subsidiaries shall not assume any Parent Plan and shall have no obligations and Liabilities arising under the express terms of the Benefit Plans, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under no liabilities with respect to the express terms of the Benefit Parent Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as specifically provided in Section 4.3 4.2(b) and Section 4.5(d) below. (b) From and after the Transfer Date, the General Partner shall adopt Company and maintain such compensation arrangements and employee benefit plans, programs, policies and arrangements as its Subsidiaries shall be determined solely responsible for providing Transferred Employees with employee benefits, including without limitation welfare, savings and pension benefits, which shall be designed by the General Partner or Company in its Subsidiaries from time to time in the General Partner’s sole discretion (the “General Partner Plans”)discretion. Pursuant to the Services Agreement, Chesapeake Management Xxxxxxxx and Chevron shall provide the General Partner Company and its Subsidiaries with certain all necessary transition assistance to enable the General Partner them to develop, develop and implement and administer its their compensation and benefit plans and programs. The Company and its Subsidiaries shall provide compensation and benefits to Transferred Employees sufficient such that neither Xxxxxxxx (and its Subsidiaries), nor Chevron (and its Subsidiaries), shall incur any Severance Costs with respect to the Transferred Employees. If the Company (or its Subsidiaries) offers employment to any Employee whose Severance Costs were reimbursed pursuant to Section 2.3 the Company (or its Subsidiary) may, as a condition to the acceptance of such offer, require the Employee to repay the amount of such reimbursement. (c) With respect For purposes of eligibility to each General Partner Planparticipate and vesting under all compensation and benefit plans applicable to Transferred Employees on or after the Transfer Date, the General Partner shall, subject to applicable Law, grant to the Company and its Subsidiaries shall give Transferred Employees eligible to participate in such General Partner Plan credit for the past all applicable service Chesapeake Management with Xxxxxxxx and its Affiliates Subsidiaries (including the P Chem Subsidiaries), or Chevron and predecessor entities recognized under its Subsidiaries (including the C Chem Subsidiaries), as applicable, before the Transfer Date. For these purposes, the applicable service for a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained Transferred P Chem Employee shall be determined by the General Partner elapsed time since his or her Service Award Entry Date as recorded in which they are or may become eligible to participatethe personnel records of Xxxxxxxx. (d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMV; provided, however, that such termination shall not affect or relieve any obligations of any acquirer of or successor to Chesapeake Management’s or its Affiliates’ assets, business, interests or voting power (whether by contract, operation of law or otherwise), and Chesapeake Management shall require any such successor to assume and agree to perform the obligations of Chesapeake Management under this Agreement.

Employee Benefits Generally. (ai) Neither the employment transfers of Transferred Employees nor any Except as otherwise specifically provided in this Section 9.7, effective as of the other actions contemplated by this Agreement Closing, Shareholders shall cause CMVeach of the Companies and Subsidiary to cease to be participating employers under any Plans which are sponsored or maintained by Shareholders, the General Partner, the MLP Parent or any of their Subsidiaries to become a participating employer in any Benefit Plan. Subject to the General Partner’s reimbursement obligations under the Secondment Agreement, Chesapeake Management and its Affiliates (other than CMVthe Companies or Subsidiary ("Upstream Affiliates"), the General Partner, the MLP and their Subsidiaries) shall remain solely responsible for all obligations and Liabilities arising under the express terms of the such Plans being herein referred to as "Parent's Benefit Plans." Effective on and after the Closing, and none of CMV, the General Partner, the MLP or any of their Subsidiaries shall assume any Benefit Plan or have any obligations or Liabilities arising under the express terms of the Benefit Plans, in each case except for cost reimbursement pursuant to the Secondment Agreement and as otherwise specifically provided in this Section 4.3 below. (b) From 9.7, Purchaser will provide, or ensure that the Companies and Subsidiary provide, individuals who are employed by any of the Companies or Subsidiary on the Closing Date and who continue in the employment of any of the Companies, Subsidiary or the Purchaser after the Transfer Date, the General Partner shall adopt Closing (including those on vacation) (hereinafter "Continuing Employees") with benefits under benefit plans sponsored by Purchaser and maintain such compensation arrangements and employee benefit plans, programs, policies and arrangements as shall be determined by the General Partner or its Subsidiaries in effect from time to time in the General Partner’s sole discretion (the “General Partner "Purchaser's Benefit Plans”"). Pursuant to the Services Agreement, Chesapeake Management shall provide the General Partner with certain transition assistance to enable the General Partner to develop, implement and administer its compensation and benefit plans and programs. (c) With respect to each General Partner Plan, the General Partner shall, subject to applicable Law, grant to the Transferred Employees eligible to participate in such General Partner Plan credit for the past service Chesapeake Management and its Affiliates and predecessor entities recognized under a similar Benefit Plan for the following: (i) vesting and eligibility purposes under any General Partner Plans in which they are or may become eligible to participate (except with respect to any equity-based plan(s)) and (ii) determining the duration and amount of their benefits under any sick pay, vacation or paid time off or severance policy maintained by the General Partner in which they are or may become eligible to participate. (d) Without limiting the rights of the Parties under any other provision of this Agreement, Chesapeake Management may terminate any or all of its obligations under this Agreement, upon prior written notice of not less than ninety (90) days to the General Partner, if, and only if, Chesapeake Management or any of its Affiliates ceases to own and control, directly or indirectly, any equity interests or voting power of CMVSection 9.7; provided, however, that none of the individuals described in Section 9.7(h)(i) shall be deemed to be a Continuing Employee for any purposes of this Agreement unless and until he or she shall have resumed full-time employment with the Companies or the Subsidiary for a period of thirty (30) consecutive Business Days after the Closing Date. In that connection, Purchaser shall amend Purchaser's Benefit Plans to the extent necessary or appropriate to credit Continuing Employees under Purchaser's Benefit Plans for their period of employment with any of the Companies or Subsidiary or any of their Affiliates. (ii) On and after the Closing Date, Purchaser agrees that the Companies or Subsidiary shall be responsible and liable for (and Purchaser shall cause the Companies or Subsidiary to pay) any payment, obligation or benefit under all Plans and policies sponsored or maintained by the Companies or Subsidiary, including without limitation, vacation and sick leave earned through the Closing Date and worker's compensation (the "Company's Separate Plans") with respect to Continuing Employees or former employees of the Companies or Subsidiary whether such termination payment, obligation or benefit was earned or incurred prior to or on or after the Closing Date; provided, however, (1) that the foregoing shall not affect apply to (A) the Long-Term Incentive Plan or relieve (B) the liabilities and obligations under the InterCoast Oil and Gas Company Change in Control and Severance Agreements allocated to any obligations Upstream Affiliate under Schedule 9.7(j) and (2) that the Shareholders shall promptly reimburse GED (or any successor) for one-half (not to exceed $72,000) of the amounts payable to participants and beneficiaries under GED's Performance Incentive Plan ("PIP") for 1996. Nothing herein shall preclude amendment or termination of any acquirer of the Company's Separate Plans. (iii) On and after the Closing Date, except as provided in Section 9.7(a)(ii) with respect to the Company's Separate Plans or successor to Chesapeake Management’s as otherwise specifically provided in this Section 9.7, neither the Purchaser nor any of its Affiliates shall be responsible or its Affiliates’ assetsliable for any payment or benefit under any type of Plan, businesspolicy, interests or voting power arrangement, whether written or unwritten, collective or individual, formal or informal, of any of the Companies or Subsidiary or any of their Benefits Affiliates (defined below) including, without limitation, any liabilities arising from the Coal Industry Retiree Health Act of 1992. The term "Benefits Affiliate" means (i) any corporation that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) that includes the Companies, (ii) any trade or business (whether by contractor not incorporated) that is under common control (as defined in section 414(c) of the Code) with the Companies, operation (iii) any organization (whether or not incorporated) that is a member of law or otherwise)an affiliated service group (as defined in section 414(m) of the Code) that includes the Companies, and Chesapeake Management (iv) any other entity required to be aggregated with the Companies pursuant to regulations issued under section 414(o) of the Code. On and after the Closing Date, except as specifically provided in this Section 9.7, Shareholders shall require be, or shall cause any Upstream Affiliate that sponsors any Plan, policy or arrangement described in the first sentence of this Section 9.7(a)(iii) to be, liable for all such successor to assume and agree to perform liabilities described in the obligations first sentence of Chesapeake Management under this AgreementSection 9.7(a)(iii).