Common use of Employee Benefits; Labor Matters Clause in Contracts

Employee Benefits; Labor Matters. (a) For the period beginning at the Effective Time and ending on December 31 of the calendar year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, offer employee compensation and benefit plans to Continuing Employees (as defined below) that are no less favorable in the aggregate than those offered under the Company Compensation and Benefit Plans as of the date of this Agreement. Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to grant those employees who are, as of the Effective Time, employed by the Company or any of its Subsidiaries and are not included in a unit of employees covered by a collective bargaining agreement (“Continuing Employees”) credit for Past Service (as defined below) for purposes of initial eligibility to participate, vesting and benefit accrual under, any employee benefit plans maintained by Parent, the Surviving Entity or any Subsidiary of Parent or the Surviving Entity in which they are eligible to participate. “Past Service” means a Continuing Employee’s service with the Company or any Subsidiary of the Company to the same extent recognized by the Company and any of its Subsidiaries. Parent shall, or shall cause the Surviving Entity and its Subsidiaries to, take such actions as are necessary to give Continuing Employees credit for their Past Service for purposes of determining the amounts of sick pay, holiday pay and vacation pay they are eligible to receive under any sick pay, holiday pay and vacation pay policies and programs maintained by Parent, the Surviving Entity or any Subsidiary of the Surviving Entity in which they are eligible to participate. With respect to each Continuing Employee who is an active participant in a group health plan (as defined in Section 5000(b) of the Code) (a “Company Health Plan”) immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to ensure that the group health plan (other than a flexible spending account arrangement) maintained by Parent, the Surviving Entity or one of its Subsidiaries in which such Continuing Employee is eligible to participate during the calendar year in which the Effective Time occurs (the “Current Year”) shall (i) waive any preexisting condition restrictions and waiting period requirements to the extent that such preexisting condition restrictions and waiting period requirements were waived or satisfied under the applicable Company Health Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (ii) provide credit, for the Current Year, for any copayments or deductible payments made by the Continuing Employee and out of pocket expenditures incurred by the Continuing Employee under the applicable Company Health Plan for the Current Year.

Employee Benefits; Labor Matters. (a) For the period beginning at the Effective Time Section 8.1 Locus of Employees and ending on December 31 of the calendar year in which the Effective Time occurs, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, offer employee compensation and benefit plans to Continuing Employees (as defined below) that are no less favorable in the aggregate Company Plans. No later than those offered under the Company Compensation and Benefit Plans as of the date of this Agreement. Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to grant those employees who are, as of the Effective Time, employed by the Company or any of its Subsidiaries and are not included in a unit of employees covered by a collective bargaining agreement (“Continuing Employees”) credit for Past Service (as defined below) for purposes of initial eligibility to participate, vesting and benefit accrual under, any employee benefit plans maintained by Parent, the Surviving Entity or any Subsidiary of Parent or the Surviving Entity in which they are eligible to participate. “Past Service” means a Continuing Employee’s service with the Company or any Subsidiary of the Company to the same extent recognized by the Company and any of its Subsidiaries. Parent shall, or shall cause the Surviving Entity and its Subsidiaries to, take such actions as are necessary to give Continuing Employees credit for their Past Service for purposes of determining the amounts of sick pay, holiday pay and vacation pay they are eligible to receive under any sick pay, holiday pay and vacation pay policies and programs maintained by Parent, the Surviving Entity or any Subsidiary of the Surviving Entity in which they are eligible to participate. With respect to each Continuing Employee who is an active participant in a group health plan (as defined in Section 5000(b) of the Code) (a “Company Health Plan”) immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to ensure that the group health plan (other than a flexible spending account arrangement) maintained by ParentSeparation, the Surviving employment of any New Diamond Employees who are employed by a Retained Entity or one shall be transferred to a New Diamond Entity, and the employment of its Subsidiaries in which such Continuing Employee is eligible any Retained Employees who are employed by a New Diamond Entity shall be transferred to participate during the calendar year in which the Effective Time occurs (the “Current Year”) shall (i) waive any preexisting condition restrictions and waiting period requirements to the extent that such preexisting condition restrictions and waiting period requirements were waived or satisfied under the applicable Company Health Plan in which such Continuing Employee participated a Retained Entity. The New Diamond Employees who are employed by a New Diamond Entity immediately prior to the Effective Time; Separation shall be retained as employees of such entity, and the Retained Employees who are employed by a Retained Entity immediately prior to the Separation shall be retained as employees of such entity. Prior to the Separation the Company shall cause the real estate leases and real property assets associated with the Retained Business held in trust in a Company Plan to be removed from such trust. Concurrently with the Separation, New Diamond shall assume or retain sponsorship of all Company Plans (iiother than Assumed Benefit Plans), all assets held in trust (other than such real estate leases and real property assets) provide creditto fund such plans and all insurance policies funding such plans shall be New Diamond Assets, and the Retained Entities and Retained Employees shall cease to actively participate in such plans as of the Closing Date (it being understood that Retained Employees shall still be eligible for benefits in accordance with the Current Yearterms of such plans, provided that no additional rights or benefits shall accrue under any such plans in respect of service of the Retained Employees subsequent to the Closing Date), and, except to the extent provided elsewhere herein, New Diamond shall assume and be solely responsible for all Liabilities and obligations whatsoever in respect of such plans. Without limiting the generality of Section 9.5, nothing in this Article VIII, express or implied, is intended to or shall confer upon any copayments current or deductible payments made by former employee or service provider of New Diamond, the Continuing Employee Company, and out their respective Affiliates any right, benefit or remedy of pocket expenditures incurred by the Continuing Employee under the applicable Company Health Plan for the Current Yearany nature whatsoever.

Employee Benefits; Labor Matters. (a) For At or after the period beginning at the Effective Time and ending on December 31 expiration date of the calendar year Employee Transition Period (as defined in which the Effective Time occursTSA) (such expiration date, Parent the “Expiration Date”), Purchaser shall, or shall cause the Surviving Entity or its Subsidiaries to, offer employee compensation and benefit plans to Continuing Employees (as defined below) that are no less favorable in the aggregate than those offered under the Company Compensation and Benefit Plans as one of the date of this Agreement. Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to grant those employees who (i) are, as of the Effective TimeExpiration Date, employed by Leased Employees (as defined in the Company or any of its Subsidiaries and TSA), (ii) are not included in a unit of employees covered by a collective bargaining agreement and (iii) have been offered and accepted employment with Purchaser or one of its Subsidiaries following the Expiration Date (such employees meeting the conditions described in all of clauses (i) through (iii) above, the “Continuing Company Employees”) ), credit for Past Service (as defined below) for purposes of initial eligibility to participateparticipate in, and vesting and benefit accrual (other than benefit accrual under any defined benefit pension plan or plan providing post-retirement welfare benefits) under, any employee benefit plans maintained by Parent, the Surviving Entity or any Subsidiary of Parent or the Surviving Entity Purchaser and its Subsidiaries in which they the Company Employees are eligible to participateparticipate (collectively, “Purchaser Plans”). “Past Service” means a Continuing Company Employee’s service with the Companies, any Company Subsidiary, or any Subsidiary the YRC Companies (as defined in the TSA) pursuant to the terms of the Company TSA to the same extent recognized by the Companies, the Company Subsidiaries and any the YRC Companies (as defined in the TSA) pursuant to the terms of its Subsidiariesthe TSA under the Employee Plans. Parent Purchaser shall, or shall cause the Surviving Entity and one of its Subsidiaries to, take such actions as are necessary to give Continuing Company Employees credit for their Past Service for purposes of determining the amounts of sick pay, holiday pay and vacation pay they are eligible to receive under any sick pay, holiday pay and vacation pay policies and programs maintained by Parent, the Surviving Entity or any Subsidiary of the Surviving Entity Purchaser and its Subsidiaries in which they are eligible to participate. With respect to each Continuing Employee who is an active participant in a group health plan (as defined in Section 5000(b) of the Code) (a “Company Health Plan”) immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to ensure that the group health plan (other than a flexible spending account arrangement) maintained by Parent, the Surviving Entity or one of its Subsidiaries in which such Continuing Employee is eligible to participate during the calendar year in which the Effective Time occurs (the “Current Year”) shall (i) waive any preexisting condition restrictions and waiting period requirements to the extent that such preexisting condition restrictions and waiting period requirements were waived or satisfied under the applicable Company Health Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (ii) provide credit, for the Current Year, for any copayments or deductible payments made by the Continuing Employee and out of pocket expenditures incurred by the Continuing Employee under the applicable Company Health Plan for the Current Year.

Employee Benefits; Labor Matters. Section 2.01 New Xxxxxx Free-Standing Qualified Plan. (a) For the period beginning at the Effective Time and ending on December 31 as of the calendar year in which the Effective Time occursCut-off Date, Parent shall, New Xxxxxx shall or shall cause one or more New Xxxxxx Subsidiaries, as appropriate, to assume or retain, as the Surviving Entity or case may be, and be solely responsible for, all assets, liabilities and obligations whatsoever of the Company and its Subsidiaries to, offer employee compensation and benefit plans to Continuing Employees (as defined below) that are no less favorable in the aggregate than those offered subsidiaries under the New Xxxxxx Free-Standing Qualified Plan; provided, however, that the Company Compensation and Benefit Plans as shall make all required contributions, no later than the later of the Cut-off Date and the date of this Agreementsuch contribu- tions are legally required to be made, to such New Xxxxxx Free- Standing Qualified Plan for all Prior Plan Years, to the extent not previously made. Parent shall, or The Company and New Xxxxxx shall cause the Surviving Entity or its Subsidiaries to, take such actions action as are is necessary to grant those employees who areeffect an adjustment to the books of the Company and New Xxxxxx so that, as of the Effective TimeCut-off Date, employed by the prepaid expense balances and accrued pension liabi- lities with respect to the New Xxxxxx Free-Standing Qualified Plan are reflected on New Xxxxxx'x consolidated balance sheet rather than the Company's consolidated balance sheet as of the Cut-off Date. New Xxxxxx and the Company shall each take, or cause to be taken, all such actions as may be necessary or ap- propriate in order to establish New Xxxxxx or the New Xxxxxx Subsidiaries, as appropriate, as successor to the Company or any of its Subsidiaries subsidiaries, as to all rights, assets, duties, li- abilities and are not included in a unit of employees covered by a collective bargaining agreement (“Continuing Employees”) credit for Past Service (as defined below) for purposes of initial eligibility to participate, vesting and benefit accrual obligations under, any employee benefit plans maintained by Parentor with respect to, the Surviving Entity or any Subsidiary New Xxxxxx Free-Standing Qualified Plan, including, but not limited to, the rights, assets, duties, liabilities and obligations of Parent or the Surviving Entity in which they are eligible to participate. “Past Service” means a Continuing Employee’s service with the Company or any Subsidiary of its subsidiaries under, or with respect to, any and all trust agreements to the extent that they relate to such New Xxxxxx Free-Standing Qualified Plan. From and af- ter the Cut-off Date, the Company and the Company Subsidiaries shall cease to have any liability or obligation whatsoever with respect to the same New Xxxxxx Free-Standing Qualified Plan, except as otherwise specifically provided in this Section 2.01. (b) Upon New Xxxxxx or any New Xxxxxx Subsidiary becoming the successor employer or successor plan sponsor to the Company or any of its subsidiaries under such New Xxxxxx Free-Standing Qualified Plan, the Company agrees to take such actions as may be necessary to amend each individual trust in order for New Xxxxxx or a New Xxxxxx Subsidiary effectively to maintain and administer such New Xxxxxx Free-Standing Qualified Plan, including, if necessary, to direct the trustee of each individual trust, or, to the extent recognized applicable, each master trust in which assets of such New Xxxxxx Free-Standing Quali- fied Plan are invested, to transfer to the new trustee or other funding agent appointed by New Xxxxxx for such plan the amount of assets in such individual trust or master trust, as the case may be, determined by the former trustee of such New Xxxxxx Free-Standing Qualified Plan to be attributable to such New Xxxxxx Free-Standing Qualified Plan. Such transfer shall be made in cash, securities, other property or a combination thereof, as determined by the Company and any New Xxxxxx. The Com- transfer of its Subsidiariesassets to a trust or other funding arrangement maintained by New Xxxxxx to cause distributions in respect of retired or terminated participants who are New Xxxxxx Individu- als to be made, on behalf of New Xxxxxx, from the New Xxxxxx Free-Standing Qualified Plan in accordance with applicable law and pursuant to plan provisions and to cause loans and hardship distributions to be made in accordance with applicable law and pursuant to plan provisions. Parent The Company agrees that it shall, as soon as practicable after the Distribution Date, provide New Xxxxxx such information (in the possession of the Company or shall cause a Company Subsidiary and not already in the Surviving Entity possession of New Xxxxxx or a New Xxxxxx Subsidiary) as may be reasonably re- quested by New Xxxxxx and its Subsidiaries to, take such actions as are necessary to give Continuing Employees credit in order for their Past Service for purposes of determining the amounts of sick pay, holiday pay and vacation pay they are eligible to receive under any sick pay, holiday pay and vacation pay policies and programs maintained by Parent, the Surviving Entity New Xxxxxx or any New Xxxxxx Subsidiary of effectively to maintain and adminis- ter the Surviving Entity in which they are eligible to participate. With respect to each Continuing Employee who is an active participant in a group health plan (as defined in Section 5000(b) of the Code) (a “Company Health New Xxxxxx Free-Standing Qualified Plan”) immediately prior to the Effective Time, Parent shall, or shall cause the Surviving Entity or its Subsidiaries to, take such actions as are necessary to ensure that the group health plan (other than a flexible spending account arrangement) maintained by Parent, the Surviving Entity or one of its Subsidiaries in which such Continuing Employee is eligible to participate during the calendar year in which the Effective Time occurs (the “Current Year”) shall (i) waive any preexisting condition restrictions and waiting period requirements to the extent that such preexisting condition restrictions and waiting period requirements were waived or satisfied under the applicable Company Health Plan in which such Continuing Employee participated immediately prior to the Effective Time; and (ii) provide credit, for the Current Year, for any copayments or deductible payments made by the Continuing Employee and out of pocket expenditures incurred by the Continuing Employee under the applicable Company Health Plan for the Current Year.