Common use of Employee Welfare Benefit Plans Clause in Contracts

Employee Welfare Benefit Plans. Each Continued Employee shall be eligible for participation in the employee welfare benefit plans of Buyer listed below subject to any eligibility requirements applicable to such plans (but not subject to any pre-existing conditions or exclusions except for the Wellx Xxxgo Long Term Care Plan) and shall enter each plan immediately following the Closing Date: Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyer. Continued Employees shall receive credit for years of service to Seller (to the extent credited under the vacation and short-term disability programs of Seller) for the purpose of determining benefits under the Wellx Xxxgo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date shall be eligible for participation in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued Employee who has an employment agreement with Buyer or Purchaser effective at the Closing Date shall be eligible to participate in the Wellx Xxxgo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan and Xxxxx Fargo Long Term Disability Plan) and shall enter each plan immediately not later than the first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger but in any case no earlier than, the first day of the month following the Closing closing of the Spin-Off or termination of the Stock Purchase Agreement) (the “Benefits Conversion Date: ”): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company’s Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans Plan immediately following the ClosingBenefit Conversion Date; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment employment, change in control or severance agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued First Place Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Disability Plan and the Xxxxx Fargo Long Term Care Plan) and shall enter each plan immediately following no later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger ("Benefits Conversion Date: ") (provided that the transition from First Place's Plans to the Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Xxxxx Fargo): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It For purposes of the foregoing, "Medical Plan" means any medical plan sponsored by Xxxxx Fargo that is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs available to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyersimilarly situated Xxxxx Fargo employees. Continued First Place Employees shall receive credit for years of service to Seller First Place, the First Place Subsidiaries and any predecessors of First Place or the First Place Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerFirst Place) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan Plan, and Short Term Disability Plan. Each Continued No First Place Employee whose employment who is terminated after the Closing Date shall be eligible for participation a participant in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued Employee First Place severance or salary continuation plan or who has an employment agreement with Buyer First Place or Purchaser effective at any First Place Subsidiary on the Closing Date date of this Agreement shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan; provided, however, that in the event that Xxxxx Fargo terminates the First Place Financial Corporation Officer Severance Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations (the "First Place Severance Plan") after the Effective Time of Sellers for compensationthe Merger, wages, bonuses, severance pay, vacation time, pay then the participants in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee First Place Severance Plan shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for participate in the purpose of eligibility to access Buyer's retiree medical benefitXxxxx Fargo Salary Continuation Plan.

Employee Welfare Benefit Plans. Each Continued Prime Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Wellx Xxxgo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Long Term Disability Plan and the Wellx Xxxgo Long Term Care Plan) and shall enter each plan immediately following no later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger ("Benefits Conversion Date: ") (provided that the transition from Prime's Plans to the Wellx Xxxgo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Wellx Xxxgo): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It For purposes of the foregoing, "Medical Plan" means any medical plan sponsored by Wellx Xxxgo that is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs available to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyersimilarly situated Wellx Xxxgo employees. Continued Prime Employees shall receive credit for years of service to Seller Prime, the Prime Subsidiaries and any predecessors of Prime or the Prime Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerPrime) for the purpose of determining benefits under the Wellx Xxxgo Paid Time Off Program, Salary Continuation Pay Plan Plan, and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date shall be eligible The Prime Employees listed on Schedule 7(q) are ineligible for participation in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued Employee who has an employment agreement with Buyer or Purchaser effective at the Closing Date shall be eligible to participate in the Wellx Xxxgo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefitPlan.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Wells Fargo listed below subject to any xxx eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Wells Fargo Long Term Care PlanPlan and Xxxxs Fargo Long Term Disability Plxx) and xnd shall enter each plan immediately following not later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger (the "Benefits Conversion Date: "): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company's Plans and Employee Programs to the Buyer's Wells Fargo Plans will be facilitated without facilitatxx xxthout gaps in coverage to the participants and without duplication of costs to BuyerWells Fargo. Continued Company Employees shall receive shalx xxxeive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Wells Fargo Paid Time Off Program, . Xxx xurposes of the Salary Continuation Pay Plan and Short Term Disability Plan, we will recognize the most recent hire date with Company, which cannot precede January 1, 1997 ("Wells Fargo Corporate Hire Date"). Each Continued Employee whose employment is terminated after the Closing Date Xxxxxny Employees shall be eligible for participation in the Wellx Xxxgo Wells Fargo Salary Continuation Pay Plan Xxxx subject to any eligibility requirements applicable to such plans immediately following the ClosingEffective Time of the Merger; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Wells Fargo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefitXxxx.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan) and shall enter each plan immediately following not later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger (the “Benefits Conversion Date: ”). Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the The transition from Sellers' Employee Benefit Company’s Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans Plan immediately following the ClosingEffective Date; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment employment, change in control or severance agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan and Xxxxx Fargo Long Term Disability Plan) and shall enter each plan immediately following not later than the Closing first day of the calendar quarter which begins at least 32 days after the Effective Date of the Merger (the "Benefits Conversion Date"), unless such date would occur on or after October 1, 2000 and on or before December 31, 2000, in which case the Benefits Conversion Date would be January 1, 2001: Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company's Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the ClosingEffective Time of the Merger; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan and Xxxxx Fargo Long Term Disability Plan) and shall enter each plan immediately following not later than the Closing later of: (i) July 1, 2000, and (ii) the first day of the calendar month which begins after the month in which Effective Date of the Merger occurs (the "Benefits Conversion Date: "): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company's Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the ClosingEffective Time of the Merger; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan or who has an employment agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay Although participation in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided the Xxxxx Fargo Long Term Disability Plan by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, Company Employees is subject to any eligibility requirements applicable pre-existing condition exclusions, Xxxxx Fargo will offer a long-term disability benefit for Company Employees who have pre-existing conditions on terms substantially similar to such benefit. Buyer shall recognize years of past service with Sellers for those available under the purpose of eligibility to access Buyer's retiree medical benefitXxxxx Fargo Long Term Disability Plan.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan) and shall enter each plan immediately following not later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger) (the “Benefits Conversion Date: .” Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company’s Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans Plan immediately following the ClosingBenefit Conversion Date; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment employment, change in control or severance agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Disability Plan and the Xxxxx Fargo Long Term Care Plan) and shall enter each plan immediately following no later than the Closing first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger ("Benefits Conversion Date: ") (provided, however, that it is Xxxxx Fargo's intent that the transition from Company's Plans to the Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Xxxxx Fargo): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It For purposes of the foregoing, "Medical Plan" means any medical plan sponsored by Xxxxx Fargo that is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs available to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyersimilarly situated Xxxxx Fargo employees. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan Plan, and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date shall be eligible for participation in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued No Company Employee who has an employment agreement with Buyer Company or Purchaser effective at any Company Subsidiary on the Closing Date date of this Agreement shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefitPlan.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Care Plan and Xxxxx Fargo Long Term Disability Plan) and shall enter each plan immediately following not later than the Closing first day of the calendar quarter which begins at least 32 days after the Effective Date of the Merger but in any case no earlier than January 1, 2004 (the “Benefits Conversion Date: ”): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It is intended that the transition from Sellers' Employee Benefit Company’s Plans and Employee Programs to the Buyer's Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to BuyerXxxxx Fargo. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability Plan. Each Continued Employee whose employment is terminated after the Closing Date Company Employees shall be eligible for participation in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the ClosingEffective Time of the Merger; provided, however, that no Continued Company Employee who is a participant in any Company severance or salary continuation plan that would provide such Company Employee with benefits after the Effective Time of the Merger or who has an employment employment, change in control or severance agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Company Employee is no longer covered by such Company severance or salary continuation plan or employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefit.

Employee Welfare Benefit Plans. Each Continued Bank Employee shall be eligible for participation in the employee welfare benefit plans of Buyer listed below subject to any eligibility requirements applicable to such plans (but not subject to any pre-existing conditions or exclusions except for the Wellx Xxxgo Norwest Long Term Care Plan) and shall enter each plan immediately following not later than the first day of the calendar quarter which begins at least 32 days after the Closing Date, provided, however, that until the effective date of coverage for Bank Employees under the Buyers' employee welfare benefit plans listed below, the employee welfare benefit plans of Bank, as in effect prior to the Closing Date, shall be maintained for the benefit of Bank Employees on the terms and conditions previously in effect, including with respect to employer contributions, to ensure that no gap in coverage occurs: Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Severance Pay Plan Paid Time Off Vacation Program It is intended that For the transition from Sellers' Employee Benefit Plans and Employee Programs to purpose of determining each Bank Employee's benefits for the year in which the Closing occurs under Buyer's Plans vacation program, vacation taken by a Bank Employee in the year in which the Acquisition occurs will be facilitated without gaps in coverage to deducted from the participants and without duplication of costs total Buyer's benefit. After the Closing Date, Bank Employees will be subject to Buyer. Continued Employees shall receive 's Vacation Program in accordance with the terms of that Program, with full credit for years of past service to Seller (to Bank and the extent credited under Bank's Subsidiaries . For purposes of the vacation and short-term disability programs of Seller) for the purpose of determining benefits under the Wellx Xxxgo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability PlanPlan and Severance Policy, Bank Employees will receive full credit for years of past service with Bank and the Bank Subsidiaries. Each Continued Bank Employee whose employment is terminated on or after the Closing Date shall be eligible for participation in the Wellx Xxxgo Salary Continuation to receive benefits under Buyer's Severance Pay Plan subject to any eligibility requirements applicable to such plans immediately following on the Closing; provided, however, that no Continued Employee who has an employment agreement terms and conditions stated therein with Buyer or Purchaser effective at the Closing Date shall be eligible to participate in the Wellx Xxxgo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers full credit for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for Bank and the purpose of eligibility Bank Subsidiaries. Bank Employees shall not be entitled to access Buyer's past service credit with regard to retiree medical benefitbenefits.

Employee Welfare Benefit Plans. Each Continued Bank Employee shall be eligible for participation in the employee welfare benefit plans of Buyer listed below subject to any eligibility requirements applicable to such plans (but not subject to any pre-existing conditions or exclusions except for the Wellx Xxxgo Norwest Long Term Care Plan) and shall enter each plan immediately following not later than the first day of the calendar quarter which begins at least 32 days after the Closing Date, provided, however, that until the effective date of coverage for Bank Employees under the Buyers' employee welfare benefit plans listed below, the employee welfare benefit plans of Bank, as in effect prior to the Closing Date, shall be maintained for the benefit of Bank Employees on the terms and conditions previously in effect, including with respect to employer contributions, to ensure that no gap in coverage occurs: Medical Plan 43 Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Severance Pay Plan Paid Time Off Vacation Program It is intended that For the transition from Sellers' Employee Benefit Plans and Employee Programs to purpose of determining each Bank Employee's benefits for the year in which the Closing occurs under Buyer's Plans vacation program, vacation taken by a Bank Employee in the year in which the Purchase and Assumption occurs will be facilitated without gaps in coverage to deducted from the participants and without duplication of costs total Buyer's benefit. After the Closing Date, Bank Employees will be subject to Buyer. Continued Employees shall receive 's Vacation Program in accordance with the terms of that Program, with full credit for years of past service to Seller (to Bank and the extent credited under Bank's Subsidiaries . For purposes of the vacation and short-term disability programs of Seller) for the purpose of determining benefits under the Wellx Xxxgo Paid Time Off Program, Salary Continuation Pay Plan and Short Term Disability PlanPlan and Severance Policy, Bank Employees will receive full credit for years of past service with Bank and the Bank Subsidiaries. Each Continued Bank Employee whose employment is terminated on or after the Closing Date shall be eligible for participation in the Wellx Xxxgo Salary Continuation to receive benefits under Buyer's Severance Pay Plan subject to any eligibility requirements applicable to such plans immediately following on the Closing; provided, however, that no Continued Employee who has an employment agreement terms and conditions stated therein with Buyer or Purchaser effective at the Closing Date shall be eligible to participate in the Wellx Xxxgo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers full credit for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for Bank and the purpose of eligibility Bank Subsidiaries. Bank Employees shall not be entitled to access Buyer's past service credit with regard to retiree medical benefitbenefits.

Employee Welfare Benefit Plans. Each Continued Company Employee shall be eligible for participation in the employee welfare benefit plans of Buyer Xxxxx Fargo listed below subject to any eligibility requirements applicable to such plans (but and not subject to any pre-existing conditions or exclusions condition exclusions, except for with respect to the Wellx Xxxgo Xxxxx Fargo Long Term Disability Plan and the Xxxxx Fargo Long Term Care Plan) and shall enter each plan no later than the first day of the calendar quarter which begins at least thirty-two (32) days after the Effective Date of the Merger ("Benefits Conversion Date") (provided that the transition from Company's Plans to the Xxxxx Fargo Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Xxxxx Fargo and provided, further, that the Company Employees shall be eligible for participation in the Xxxxx Fargo Salary Continuation Pay Plan immediately following the Closing Date: Effective Time of the Merger): Medical Plan Dental Plan Vision Plan Short Term Disability Plan Long Term Disability Plan Long Term Care Plan Flexible Benefits Plan Basic Group Life Insurance Plan Group Universal Life Insurance Plan Dependent Group Life Insurance Plan Business Travel Accident Insurance Plan Accidental Death and Dismemberment Plan Salary Continuation Pay Plan Paid Time Off Program It For purposes of the foregoing, "Medical Plan" means any medical plan sponsored by Xxxxx Fargo that is intended that the transition from Sellers' Employee Benefit Plans and Employee Programs available to the Buyer's Plans will be facilitated without gaps in coverage to the participants and without duplication of costs to Buyersimilarly situated Xxxxx Fargo employees. Continued Company Employees shall receive credit for years of service to Seller Company, the Company Subsidiaries and any predecessors of Company or the Company Subsidiaries (to the extent credited under the vacation and short-term disability programs of SellerCompany) for the purpose of determining benefits under the Wellx Xxxgo Xxxxx Fargo Paid Time Off Program, Salary Continuation Pay Plan Plan, and Short Term Disability Plan. Each Continued Notwithstanding the foregoing, no Company Employee whose employment who is terminated after the Closing Date shall be eligible for participation a participant in the Wellx Xxxgo Salary Continuation Pay Plan subject to any eligibility requirements applicable to such plans immediately following the Closing; provided, however, that no Continued Employee Company severance or salary continuation plan or who has an employment agreement with Buyer Company or Purchaser effective any Company Subsidiary at the Closing Date Effective Time of the Merger shall be eligible to participate in the Wellx Xxxgo Xxxxx Fargo Salary Continuation Pay Plan until such Continued Employee is no longer covered by such employment agreement. Buyer and Purchaser have not assumed and will not pay any obligations of Sellers for compensation, wages, bonuses, severance pay, vacation time, pay in lieu of vacation, sickness and accident benefits, leaves of absence, and similar employee benefits provided by Sellers to any person prior to the Closing Date. Each Continued Employee shall be eligible for access to Buyer's retiree medical benefit, subject to any eligibility requirements applicable to such benefit. Buyer shall recognize years of past service with Sellers for the purpose of eligibility to access Buyer's retiree medical benefitPlan.