Common use of Employee Welfare Plans Clause in Contracts

Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than the Closing Date, provide the Transferred U.S. Employees and their spouses, domestic partners, dependents and beneficiaries with health and life insurance, disability, severance, and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.9. Subject to any specific provision of this Section 5.9 to the contrary, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of the Purchaser’s, or any Transferred Entity’s health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.9(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of the event giving rise to the liability or obligation and the liability or obligation will include any covered expenses for any related claims or series of related claims giving rise to such liability or obligation; provided that in the case of medical and dental expenses, including under any flexible spending account plan, a liability and obligation shall be deemed to be incurred only as and when the service(s) in respect of such expense occurs. (B) Any plans or programs established or maintained by Purchaser or its Affiliates to provide health (including medical, dental and vision care) and life insurance, disability, severance, vacation, cafeteria, flexible spending, dependent care and other welfare benefits for the benefit of the Transferred U.S. Employees shall, (1) credit all service credited by Chemtura and its Affiliates prior to the Closing for purposes of eligibility, participation, benefit accrual and benefit entitlement, (2) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (3) credit all payments made for healthcare expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits and (4) subject to Section 5.9(a) and Section 5.9(c), until the first anniversary of the Closing Date provide benefit plan designs and cost sharing features that are the same as those provided to other similarly situated employees of Purchaser or its Affiliates.

Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than (i) the Closing Date or (ii) such later date on or before December 31, 2008, as defined and agreed to in the Transition Services Agreement for each specific administrative service or employee benefit plan (the “Benefit Transition Date”), provide the Transferred U.S. US Employees and their spouses, domestic partners, dependents and beneficiaries with health medical and life insurance, disability, severance, vacation and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.9. Subject to any specific provision of this Section 5.9 to the contrary5.8; provided, however, that except as provided herein, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. US Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance severance, vacation and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and provided further, that subject to any specific provision of this Section 5.8 to the contrary, Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. US Employee and their spouses, dependents and beneficiaries under any of the Sellers', Purchaser’s, or any Transferred Entity’s health (including medical, dental and vision care) medical and life insurance, disability, severance severance, vacation and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.9(a)(v5.8(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of an injury or the event giving rise to the liability or obligation diagnosis of an illness and the liability or obligation will include any covered expenses for any related claims or series of related claims giving rise to such liability or obligation; , provided that in the case of medical and dental expenses, including expense being submitted for claim under any flexible spending account plan, a liability and or obligation shall be deemed to be incurred only as and when claim for payment of the service(s) in respect of such expense occurs. (B) same is received. Any plans or programs established or maintained by Purchaser or its Affiliates to provide health (including medical, dental and vision care) medical and life insurance, disability, severance, vacation, cafeteria, flexible spending, dependent care and other similar welfare benefits for the benefit of the Transferred U.S. US Employees shall, (1) credit all service credited by Chemtura and its Affiliates prior to the Closing for purposes of eligibility, participation, benefit accrual and benefit entitlement, (2i) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, (3ii) credit all payments made for healthcare expenses during the current plan year for purposes of deductiblesgive effect, co-payments in determining any deductible, copayment and maximum out-of-pocket limits limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Employees with respect to similar plans maintained by the Seller and the Transferred Entities and (4iii) subject recognize credited service with the Seller and the Transferred Entities for the purposes of eligibility and participation. The foregoing shall not require the Purchaser or its Affiliates to Section 5.9(a) and Section 5.9(c)establish, until continue, or refrain from modifying any particular plan or program, the first anniversary establishment, continuation or modification of which shall be in the Closing Date provide benefit plan designs and cost sharing features that are the same as those provided to other similarly situated employees sole discretion of Purchaser or its Affiliates.

Employee Welfare Plans. (A) Purchaser or its Affiliates shall, not later than the Closing Date, provide the Transferred U.S. Employees and their spouses, domestic partners, dependents and beneficiaries with health and life insurance, disability, severance, and other welfare benefit plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.95.8. Subject to any specific provision of this Section 5.9 5.8 to the contrary, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to, on or following the Closing Date and with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of Sellers’ health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and . Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of the Purchaser’s, or any Transferred Entity’s health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.9(a)(v5.8(a)(v)(A), a liability or obligation shall be deemed to be incurred upon the occurrence of an injury or the event giving rise to the liability or obligation diagnosis of an illness and the liability or obligation will include any covered expenses for any related claims or series of related claims giving rise to such liability or obligation; provided , provided, that in the case of medical and dental expenses, including under any flexible spending account plan, a liability and obligation shall be deemed to be incurred only as and when claim for payment of the service(s) in respect of such expense occurssame is received. (B) Any plans or programs established or maintained by Purchaser or its Affiliates to provide health (including medical, dental and vision care) and life insurance, disability, severance, vacation, cafeteria, flexible spending, dependent care and other welfare benefits for the benefit of the Transferred U.S. Employees shall, (1i) credit all service credited by Chemtura with Honeywell and its Affiliates prior to the Closing for purposes of eligibility, participation, benefit accrual and benefit entitlement, (2ii) waive any pre-existing condition limitation or exclusion or any actively-at-work requirement, and (3iii) credit all payments made for healthcare expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits and (4iv) subject to Section 5.9(a5.8(c) and Section 5.9(c)5.8(a)(v)(C) below, until the first anniversary of the Closing Date provide health (including medical, dental and vision care), life insurance, disability, vacation, flexible spending account, and retirement savings (but not defined benefit plan designs and cost sharing features retirement) benefits that are not materially less favorable in the same as aggregate than those provided to other similarly situated employees the Transferred U.S. Employees by Honeywell and its Affiliates immediately prior to the Closing Date. (C) For those Transferred U.S. Employees whose terms and conditions of employment are governed by the Labor Contracts pertaining to production and maintenance workers at Sellers’ Fostoria, Ohio and Greenville, Ohio facilities, and their eligible spouses, dependents and beneficiaries, Purchaser shall or shall cause its AffiliatesAffiliates to, establish and maintain health and life insurance coverage (1) providing OPEB Benefits on the same terms and subject to the same conditions as those in effect as of the Closing Date under the U.S. Benefit Plans and required by the applicable Labor Contract, and (2) offering the opportunity to qualify for such OPEB Benefits on the same terms and subject to the same conditions as those in effect as of the Closing Date under the U.S. Benefit Plans and required by the applicable Labor Contract in the case of such of those Transferred U.S. Employees (and their eligible spouses, dependents and beneficiaries) who have not become entitled to such coverage under the U.S. Benefit Plans and applicable Labor Contract prior to the Closing Date. After the Effective Time, Purchaser shall not, nor shall it permit any of its Affiliates to, modify (whether to reduce or increase) any of the OPEB Benefits or opportunities to earn such OPEB Benefits described in this Section 5.8(a)(v)(C) if as a result Honeywell or any of its Affiliates would incur any Liability, whether under any U.S. Benefit Plan or applicable Labor Contract (and even if otherwise permitted, only after any required bargaining under an applicable Labor Contract).

Employee Welfare Plans. (Aa) Purchaser or its Affiliates shall, not later than the Closing Date, provide the Transferred U.S. Employees and their spouses, domestic partners, dependents and beneficiaries with health and life insurance, disability, severance, and other The employee welfare benefit plan or plans and programs as Purchaser or its Affiliates shall determine, subject to the requirements of this Section 5.9. Subject to any specific provision of this Section 5.9 to the contrary, Sellers shall remain solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee or Former Employee and their spouses, dependents and beneficiaries under any of Sellers’ medical and life insurance, disability, severance and other welfare benefit plans and programs for liabilities or obligations incurred prior to the Closing Date; and Purchaser and its Affiliates shall be solely responsible for liabilities or obligations incurred with respect to each Transferred U.S. Employee and their spouses, dependents and beneficiaries under any of the Purchaser’s, or any Transferred Entity’s health (including medical, dental and vision care) and life insurance, disability, severance and other welfare benefit plans and programs for liabilities incurred on or after the Closing Date. For purposes of this Section 5.9(a)(v), a liability or obligation shall be deemed to be incurred upon the occurrence of the event giving rise to the liability or obligation and the liability or obligation will include any covered expenses for any related claims or series of related claims giving rise to such liability or obligation; provided that in the case of medical and dental expenses, including under any flexible spending account plan, a liability and obligation shall be deemed to be incurred only as and when the service(s) in respect of such expense occurs. (B) Any plans or programs established or maintained by Purchaser or its Affiliates to provide health (including medical, dental and vision care) and life insurance, disability, severance, vacation, cafeteria, flexible spending, dependent care and other welfare benefits for the benefit of the Transferred U.S. Business Employees shalland, if applicable, Former Business Employees shall (1i) credit all service credited by Chemtura and its with Sellers or their respective Affiliates prior to for all purposes under the Closing for purposes of new plans, including eligibility, participation, benefit accrual participation and benefit entitlement, (2ii) waive any pre-existing condition limitation or exclusion exclusion, and (iii) if the Closing Date occurs on or any actively-at-work requirementafter January 1, (3) 2001, credit all payments made for healthcare health care expenses during the current plan year for purposes of deductibles, co-payments and maximum out-of-pocket limits limits. Sellers or their applicable Affiliate shall be responsible for any claims for medical or dental benefits incurred by any Business Employee or his or her covered dependents prior to such Employee's date of hire by Purchaser in accordance with the terms of Sellers' or their applicable Affiliate's medical and dental plans, and Purchaser shall be responsible for any medical or dental claims incurred by any Business Employee or his or her covered dependents after the Business Employee's date of hire by Purchaser in accordance with the terms of Purchasers' medical and dental plans. For purposes of this Section 6.06, a medical or dental claim shall be deemed to be incurred when the services giving rise to the claim are performed and not when the Business Employee is billed for such services or submits a claim for benefits. (4b) subject to Section 5.9(a) and Section 5.9(c), until In the first anniversary of event that the Closing Date provide benefit plan designs occurs prior to January 1, 2001, for the period from the Closing Date through December 31, 2000 the Seller shall continue to cover the Business Employees in the group medical and cost sharing features dental plans that are covered the same as those provided Business Employees prior to other similarly situated employees the Closing Date. Purchaser shall promptly reimburse Seller for Seller's out-of pocket expenses for maintaining such coverage upon transmission to Purchaser of a statement of such expenses in relation thereto. (c) Seller and their Affiliates will retain full responsibility and liability for offering and providing "continuation coverage" of any "qualified beneficiary" who is covered by a "group health plan" sponsored or its Affiliates.contributed to the Sellers or their Affiliates and who has experienced a "qualifying event" or is receiving "continuation coverage" through and including the Closing Date. As used in this Section 6.06, "continuation coverage", "qualified beneficiary", "group health plan" and "qualifying event" all shall have the meanings given such terms under Code Section 4980B.