Common use of Flexible Spending Accounts Clause in Contracts

Flexible Spending Accounts. During the Continuation Period, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller or any of its Affiliates (“Seller’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occurs.

Flexible Spending Accounts. During Seller and Purchaser shall take all actions necessary or appropriate so that, effective as of the Continuation Periodapplicable Employment Transfer Date, Acquiror (i) the account balances (whether positive or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a negative) (the “Transferred FSA Balances”) under the applicable flexible spending plan (as well as, for the avoidance of doubt, the health reimbursement account plan maintained by plan) of Seller or any of its Affiliates (collectively, the “Seller’s FSASeller FSA Plan”) of the Transferred U.S. Business Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of Purchaser (collectively, the “Purchaser FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred U.S. Business Employees shall apply under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the Purchaser FSA Plan in the same level of coverage elected manner as under Seller’s FSA. Each US Continuing Employee will the Seller FSA Plan; and (iii) such Transferred U.S. Business Employees shall be treated as if his participation in Acquiror’s FSA had been continuous reimbursed from the beginning of the plan year under Seller’s Purchaser FSA in which the Closing occurs and each existing salary reduction election will be taken into account Plan for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses claims incurred by US Continuing Employees at any time during the plan year under Seller’s of the Seller FSA Plan in which the Closing applicable Employment Transfer Date occurs that are submitted to the Purchaser FSA Plan from and after the Employment Transfer Date on the same basis and the same terms and conditions as under the Seller FSA Plan. As soon as practicable after the applicable Employment Transfer Date, and in any event within ten (including claims incurred before the Closing), up to 10) Business Days after the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing DateTransferred FSA Balances is determined, Seller will (i) provide to Acquiror an accounting shall pay Purchaser the net aggregate amount of the amounts electedTransferred FSA Balances, deducted if such amount is positive, and paid in respect of claims under Seller’s FSA in respect Purchaser shall pay Seller the net aggregate amount of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amountTransferred FSA Balances, if any, of the excess of the aggregate such amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursis negative.

Flexible Spending Accounts. During On or prior to the Continuation PeriodClosing Date, Acquiror or the Seller shall separate its Health Care Flexible Spending Account and Dependent Care Account into two separate arrangements: one covering Transferred Employees ("SELLER'S FSAS") and one covering other persons participating therein on the effective date of Acquiror’s Affiliates will cover such separation. The Purchaser shall assume Seller's FSAs and all obligations to pay claims thereunder not submitted to the Seller with respect to each US Continuing Transferred Employee who has elected to participate in a as of the Transferred Employee's Purchaser Employment Date and may, at its option, merge Seller's FSAs with its analogous flexible spending account plan maintained by Seller accounts (Seller's FSAs or any of its Affiliates (“Seller’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated Purchaser's analogous arrangements, as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which constituted immediately following the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occursDate, being referred to herein as if made under Acquiror’s FSA"PURCHASER'S FSAS"). Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up Seller shall transfer cash to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar Purchasers (within thirty (30) days following the Closing Date) equal to the aggregate obligations assumed under the Sellers FSAs. Each Transferred Employee shall be credited immediately following the Purchaser Employment Date under the Purchaser's FSAs with amounts available for reimbursement between the Closing Date and December 31, 2001 equal to such amounts as were credited under Seller's FSAs with respect to such person immediately prior to such Purchaser Employment Date. The Purchaser shall give effect under the Purchaser's FSAs to calendar year 2001 elections made by Transferred Employees with respect to Seller's FSAs. Any claims for reimbursement outstanding and unpaid as of the Purchaser Employment Date may, at the option of the Seller, either be processed and, if allowed, paid by the Seller will (i) provide or forwarded to Acquiror an accounting the Purchaser for processing, and the Purchaser shall reimburse the Seller for any such claims paid by the Seller within 30 days of notification by the Seller of the amounts electedof such claims and persons to whom paid. The parties agree to make reasonable, deducted good faith efforts to implement the provisions of this Section 6.04 to take into account the complexity of transferring Health Care Flexible Spending Accounts and paid in respect of claims Dependent Care Accounts and to take into account that coverage under the Seller’s FSA in respect 's programs typically continues until the last day of the US Continuing Employees month during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, a participant's termination of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing employment occurs.

Flexible Spending Accounts. During the Continuation Period, Acquiror Purchaser or one of AcquirorPurchaser’s Affiliates will shall cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller P&G or any of its Affiliates (“SellerP&G’s FSA”) under a flexible spending account plan maintained by Acquiror Purchaser or one of AcquirorPurchaser’s Affiliates (“AcquirorPurchaser’s FSA”) at the same level of coverage elected provided under SellerP&G’s FSA. Each US Continuing Employee will shall be treated as if his participation in AcquirorPurchaser’s FSA had been continuous from the beginning of the plan year under SellerP&G’s FSA in which the Closing occurs and each existing salary reduction election will shall be taken into account for the remainder of the plan year under AcquirorPurchaser’s FSA in which the Closing occurs, as if made under AcquirorPurchaser’s FSA. AcquirorPurchaser’s FSA will shall provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under SellerP&G’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by SellerP&G’s FSA. Within 30 calendar days following the Closing Datedate, Seller will P&G shall (i) provide to Acquiror an Purchaser accounting of the amounts elected, deducted and paid in respect of claims under SellerP&G’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror Purchaser the net amount, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under SellerP&G’s FSA in respect of each the US Continuing Employee Employees during the plan year in which the Closing occurs.

Flexible Spending Accounts. During Seller and Purchaser, or their respective Affiliates, shall take all actions necessary or appropriate, consistent with “Situation 2” of Revenue Ruling 2002-32, including adopting the Continuation Period, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected amendments described in such Revenue Ruling to participate in a the health and dependent care flexible spending account plan maintained by plans of Seller or any of its Affiliates (the “Seller’s FSASeller FSAs”) under a flexible spending and Purchaser (the “Purchaser FSAs”), so that, effective as of the Closing, (i) the account plan maintained by Acquiror balances (whether positive or one negative) of Acquiror’s Affiliates the Transferred Business Employees who are participants in the Seller FSAs (the “Acquiror’s FSAFSA Participants”) at shall be transferred to the Purchaser FSAs; (ii) the elections, contribution levels and coverage levels of the FSA Participants shall apply under Purchaser FSAs in the same level of coverage elected manner as under Seller’s FSA. Each US Continuing Employee will the Seller FSAs; provided that Seller has provided to Purchaser all data necessary to reflect such application; and (iii) the FSA Participants shall be treated as if his participation in Acquiror’s FSA had been continuous reimbursed from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account Purchaser FSAs for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses claims (A) incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in of the Seller FSAs during which the Closing occurs (including claims incurred before or during any grace period or extended grace period applicable to the Seller FSAs) and (B) submitted to the Purchaser FSAs from and after the Closing Date, substantially on the same basis, terms and conditions as under the Seller FSAs. As soon as reasonably practicable following the Closing), up if the aggregate (x) benefits paid by the Seller FSA to the Transferred Business Employees prior to the Closing exceed the aggregate payroll deductions for the Seller FSAs made in respect of the Transferred Business Employees at or prior to the Closing, then Purchaser shall reimburse Seller for the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following excess or (y) payroll deductions for the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA FSAs made in respect of the US Continuing Transferred Business Employees during the plan year in which at or prior to the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of exceed the aggregate benefits paid by the Seller FSAs to the Transferred Business Employees prior to the Closing, then Seller shall reimburse Purchaser for the amount deducted over of such excess. The Parties hereby agree to make reasonable, good faith efforts to implement the aggregate amount paid in respect provisions of claims under Seller’s FSA in respect this Section 5.8(h), taking into account the complexity of each US Continuing Employee during the plan year in which the Closing occurstransferring flexible spending accounts.

Flexible Spending Accounts. During On or prior to the Continuation PeriodClosing Date, Acquiror or the Seller shall separate its Health Care Flexible Spending Account and Dependent Care Account into two separate arrangements: one covering Transferred Employees ("Seller's FSAs") and one covering other persons participating therein on the effective date of Acquiror’s Affiliates will cover such separation. The Purchaser shall assume the Seller's FSAs and all obligations to pay claims thereunder not submitted to the Seller with respect to each US Continuing Transferred Employee who has elected to participate in a as of the Closing Date and may, at its option, merge Seller's FSAs with its analogous flexible spending account plan maintained by Seller accounts (Seller's FSAs or any of its Affiliates (“Seller’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated Purchaser's analogous arrangements, as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which constituted immediately following the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occursDate, being referred to herein as if made under Acquiror’s FSA"Purchaser's FSAs"). Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up The Seller shall transfer cash to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar Purchaser (within sixty (60) days following the Closing Date) equal to the aggregate obligations assumed under the Seller's FSAs. Each Transferred Employee shall be credited immediately following the Closing Date under the Purchaser's FSAs with amounts available for reimbursement between the Closing Date and December 31, 2001 equal to such amounts as were credited under Seller's FSAs with respect to such person immediately prior to the Closing Date. The Purchaser shall give effect under the Purchaser's FSAs to calendar year 2001 elections made by Transferred Employees with respect to the Seller's FSAs. Any claims for reimbursement outstanding and unpaid as of the Closing Date may, at the option of the Seller, either be processed and, if allowed, paid by the Seller will or forwarded to the Purchaser for processing, and the Purchaser shall reimburse the Seller for any such claims paid by the Seller within sixty (i60) provide to Acquiror an accounting days of notification by the Seller of the amounts electedof such claims and persons to whom paid. The parties agree to make reasonable, deducted good faith efforts to implement the provisions of this Section 6.05 to take into account the complexity of transferring Health Care Flexible Spending Accounts and paid in respect of claims Dependent Care Accounts and to take into account that coverage under the Seller’s FSA in respect 's programs typically continues until the last day of the US Continuing Employees month during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, a participant's termination of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing employment occurs.

Flexible Spending Accounts. During As of the Continuation PeriodApplicable Transfer Time and subject to Applicable Law, Acquiror or one Seller shall transfer from medical and dependent care account plans of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller or any of and its Affiliates (each, a “Seller’s FSASeller FSA Plan”) under a flexible spending account plan maintained by Acquiror to one or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for more medical care expenses and dependent care expenses incurred account plans established or designated by US Continuing Buyer (collectively, the “Buyer FSA Plan”) the account balances of Transferred Employees, and Buyer shall be responsible for the obligations of the Seller FSA Plans to provide benefits to Transferred Employees with respect to such transferred account balances at any time during or after the plan year Applicable Transfer Time. Each Transferred Employee shall be permitted to continue to have payroll deductions made as most recently elected by him or her under Seller’s the applicable Seller FSA in which Plan. Promptly following the Closing occurs Applicable Transfer Time, (including claims incurred before a) if the Closing), up to the aggregate amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following reimbursements paid to Transferred Employees under the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during Plan for the plan year in which the Closing Applicable Transfer Time occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of exceeds the aggregate amount deducted over withheld from Transferred Employees’ compensation under the Seller FSA Plan for such plan year, Buyer shall pay to Seller an amount equal to such excess, or (b) if such aggregate amount paid in respect withheld exceeds such aggregate amount of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursreimbursements, Seller shall pay to Buyer an amount equal to such excess.

Flexible Spending Accounts. During Buyer shall cause the Continuation PeriodAcquired Companies to participate in the dependent care spending account and the medical care flexible spending account components of Buyer’s benefit plans (the “Buyer’s FSA”) as of the Closing Date. Sellers shall take all steps necessary or appropriate so that the account balances (reflecting salary deductions, Acquiror or one deemed employer contributions (if any), and claims paid (if any)) under Sellers’ dependent care and medical care flexible spending accounts (the “Sellers’ FSA”) of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate therein in a flexible spending account plan maintained by Seller or any of its Affiliates (“Seller’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs shall be transferred, as soon as practicable after the Closing, from Sellers’ FSA to Buyer’s FSA. In addition, if, as of the Closing Date, the claims paid by Sellers with respect to an Employee under Sellers’ FSA do not equal or exceed the aggregate salary deductions and deemed employer contributions allocable to such Employee, Sellers shall, immediately after the Closing Date, transfer an amount of cash to Buyer equal to the difference between such claims paid and such aggregate salary deductions and deemed employer contributions. Buyer shall take all steps necessary or appropriate so that the contribution elections of each such Employee as in effect immediately before the Closing remain in effect under Buyer’s FSA immediately after the transfer of such account balance. After the end of the period during which claims can be paid from an Employee’s FSA with respect to the calendar year following Closing, Buyer shall transfer to Sellers an amount of cash with respect to each such Employee equal to the lesser of (i) the amount by which the salary deductions by Buyer with respect to such Employee under Buyer’s FSA have exceeded the claims paid by Buyer with respect to such Employee under Buyer’s FSA and (ii) pay to Acquiror the net amount, if any, of the excess negative balance of such Employee under Sellers’ FSA as of the aggregate amount deducted over the aggregate amount paid in respect of claims under SellerClosing. Buyer’s FSA in respect shall assume responsibility for all applicable dependent care and medical care claims of each US Continuing Employee during for the plan year in which the Closing occurs. Prior to the Closing Date, Sellers shall furnish Buyer with a schedule indicating, with respect to Sellers’ FSA, the salary deduction elections of the Employees along with their account balances (whether positive or negative), amounts paid in claims, and salary deductions remaining.

Flexible Spending Accounts. During Seller and the Continuation PeriodPurchased Entity shall take all actions necessary or appropriate so that, Acquiror effective as of no later than the Closing Date (or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in as soon as reasonably practicable thereafter), (i) the account balances (whether positive or negative) (the “Transferred FSA Balances”) under the applicable Seller Benefit Plan (but excluding any Purchased Entity Benefit Plan) that is a flexible spending account plan maintained by (the “Seller or any of its Affiliates (“Seller’s FSAFSA Plan”) of the Transferred Employees who are participants in the Seller FSA Plan shall be transferred to one or more comparable plans of the Purchased Entity or its Subsidiaries (collectively, the “Purchased Entity FSA Plan”); (ii) the elections, contribution levels and coverage levels of such Transferred Employees shall apply under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the Purchased Entity FSA Plan in the same level of coverage elected manner as under Seller’s FSA. Each US Continuing Employee will the Seller FSA Plan; and (iii) such Transferred Employees shall be treated as if his participation in Acquiror’s FSA had been continuous reimbursed from the beginning of the plan year under Seller’s Purchased Entity FSA in which the Closing occurs and each existing salary reduction election will be taken into account Plan for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses claims incurred by US Continuing Employees at any time during the plan year under Seller’s of the Seller FSA Plan in which the Closing Date occurs (including claims incurred before the Closing), up that are submitted to the amount of such US Continuing Employees’ elections Purchased Entity FSA Plan from and reduced by amounts previously reimbursed by Seller’s FSAafter the Closing Date on the same basis and the same terms and conditions as under the Seller FSA Plan. Within 30 calendar days following As soon as practicable after the Closing Date, Seller will and in any event within ten (i10) provide to Acquiror an accounting Business Days after the amount of the amounts electedTransferred FSA Balances is determined, deducted and paid Seller shall pay the Purchased Entity in respect of claims under Seller’s FSA in respect cash the net aggregate amount of the US Continuing Employees during Transferred FSA Balances, if such amount is positive, or the plan year Purchased Entity shall pay Seller in which the Closing occurs and before the Closing and (ii) pay to Acquiror cash the net amountaggregate amount of the Transferred FSA Balances, if any, of the excess of the aggregate such amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursis negative.

Flexible Spending Accounts. During the Continuation Period, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller Parent or any of its Affiliates (“SellerParent’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under SellerParent’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under SellerParent’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under SellerParent’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by SellerParent’s FSA. Within 30 calendar days following the Closing Date, Seller Parent will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under SellerParent’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under SellerParent’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occurs.

Flexible Spending Accounts. During As of the Continuation PeriodClosing Date, Acquiror or one each Seller shall, and shall cause the, transfer from medical and dependent care account plans of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller or any of and its Affiliates (each, a “Seller’s FSASeller FSA Plan”) to one or more medical and dependent care account plans established or designated by Buyer Domestic or its Affiliates the account balances of Transferred Employees, and Buyer Domestic shall, or shall cause its Affiliates to, allow such transferred account balances to be available to Transferred Employees on and after the Closing Date under a flexible spending account plan maintained by Acquiror Buyer Domestic or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSAits Affiliates. Each US Continuing Transferred Employee will shall be treated permitted to continue to have payroll deductions made as if his participation in Acquiror’s most recently elected by him or her under the applicable Seller FSA had been continuous from the beginning of Plan for the plan year under Seller’s of the Seller FSA Plan in which the Closing occurs and each existing salary reduction election will be taken into account Date occurs. Promptly after the Closing Date, Buyer Parties shall reimburse Sellers for benefits paid by the remainder Seller FSA Plans to any Transferred Table of Contents Employee prior to the Closing Date to the extent in excess of the plan payroll deductions made in respect of such Transferred Employee prior to the Closing Date with respect to the Seller FSA Plan year under Acquiror’s FSA in which the Closing Date occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following Promptly after the Closing Date, each Seller will (i) provide shall, and shall cause its Affiliates to, transfer to Acquiror an accounting Buyer Parties in cash any excess amount credited to a Seller FSA Plan that results from the Transferred Employees’ payroll deductions credited to such Seller FSA Plan exceeding the total amount of benefits that have been paid under such Seller FSA Plan prior to the amounts elected, deducted and paid in Closing Date with respect of claims under Sellerto such Seller FSA Plan’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing Date occurs.

Flexible Spending Accounts. During Effective at the Continuation PeriodClosing, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate Purchaser shall have in a effect flexible spending account plan maintained by Seller or any of its Affiliates (“Seller’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement accounts for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during under a cafeteria plan qualifying under Section 125 of the plan year under Seller’s FSA Code (the “Purchaser Cafeteria Plan”) in which Transferred Industrial Wood Employees may participate, and shall credit such accounts with the amount credited as of the Closing occurs Date under comparable accounts maintained under the corresponding Seller Benefit Plans (including claims incurred before the Closing“Seller Cafeteria Plan”), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following As soon as practicable after the Closing Date, Seller will (i) provide Seller shall pay, or cause to Acquiror an accounting of be paid, to Purchaser in cash the amounts electedamount, deducted and paid if any, by which aggregate contributions made by Transferred Industrial Wood Employees to Seller Cafeteria Plan in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing Date occurs and before exceeded the aggregate benefits provided to Transferred Industrial Wood Employees in the year in which the Closing and Date occurs, or (ii) Purchaser shall pay to Acquiror Seller in cash the net amount, if any, of by which aggregate benefits provided to Transferred Industrial Wood Employees under the excess of Seller Cafeteria Plan in the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursDate occurs exceeded the aggregate contributions made by Transferred Industrial Wood Employees as of the Closing. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferred Industrial Wood Employees, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the Purchaser Cafeteria Plan. Purchaser agrees to cause the Purchaser Cafeteria Plan to honor and continue through the end of the year in which the Closing Date occurs the elections made by each Transferred Industrial Wood Employee under the Seller Cafeteria Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.

Flexible Spending Accounts. During Except to the Continuation Periodextent provided under the Transition Services Agreement, Acquiror or one as of Acquirorthe Closing Date, the Buyer shall cause each Transferred Employee to be credited under the Buyer’s Affiliates will cover each US Continuing Employee who has elected to participate in a health care flexible spending account plan maintained by Seller or any of its Affiliates (“Seller’s FSA”) under a flexible and dependent care spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (each, a “Acquiror’s FSABuyer Spending Account”) at with an amount available for reimbursement between the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from Closing Date and the beginning end of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing Date occurs and before equal to the amounts available for reimbursement for such period under Seller’s or its Affiliates’ spending account plans of corresponding type (each, a “Seller Spending Account”) with respect to such Transferred Employee immediately prior to the Closing and (ii) pay Date. The Buyer shall give effect under the Buyer Spending Accounts to Acquiror elections made by the net amount, if any, of Transferred Employees with respect to the excess of the aggregate amount deducted over the aggregate amount paid corresponding Seller Spending Accounts in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan calendar year in which the Closing Date occurs, subject to the terms and conditions then applicable to the Buyer Spending Accounts (including dollar limitations in effect for the year). If the amounts contributed (by salary reduction or otherwise) by a Transferred Employee under a Seller Spending Account arrangement for the portion of the calendar year ending on the Closing Date exceeds the sum of the claims under such Seller Spending Account already reimbursed to the Transferred Employee or claimed for reimbursement by the Transferred Employee in respect of the calendar year in which the Closing Date occurs, the Seller shall transfer to the Buyer on the Closing Date an amount equal to the lesser of (i) such excess or (ii) the excess of the dollar limitation for the year applicable to the corresponding Buyer Spending Account over the sum of the claims reimbursed to or claimed for reimbursement by the Transferred Employee. If the sum of the claims reimbursed to or claimed for reimbursement by the Transferred Employee in respect of the calendar year in which the Closing Date occurs exceeds the amount of the Seller Spending Account balance for a Transferred Employee as of the Closing Date, the Buyer shall transfer to the Seller on the Closing Date an amount equal to the lesser of (i) such excess or (ii) the excess of the dollar limitation for the year applicable to the corresponding Buyer Spending Account over the amount of the Seller Spending Account balance credited to the Buyer Spending Account.

Flexible Spending Accounts. During Effective on or promptly following the Continuation PeriodClosing Date, Acquiror the Purchaser shall, or shall cause one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate its Subsidiaries to, have in effect flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (the “Purchaser Flexible Spending Account Plan”). From and after the Closing Date, the Purchaser shall be liable for all Liabilities and account balances of the flexible spending account plan maintained in the United States by each member of the Seller or any Group with respect to Transferred Employees and their dependents (the “Seller Flexible Spending Account Plan”), and all claims for reimbursement that have not been paid as of its Affiliates the Closing Date shall be paid pursuant to and under the terms of the Purchaser Flexible Spending Account Plan. As soon as practicable following the Closing Date, (“Seller’s FSA”i) under a flexible spending account plan maintained the Seller Group shall transfer to the Purchaser an amount in cash equal to the excess, if any, of the aggregate contributions to the Seller Flexible Spending Account Plan made by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at Transferred Employees prior to the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of Closing Date for the plan year under Seller’s FSA in which the Closing Date occurs over the aggregate reimbursement payouts made to Transferred Employees prior to the Closing Date for such year from such plan and (ii) the Purchaser shall cause such amounts to be credited to each existing salary reduction election will be taken into account such Transferred Employee’s accounts under the Purchaser Flexible Spending Account Plan. In connection with such transfer, the Purchaser shall deem that such employees’ deferral elections made under the Seller Flexible Spending Account Plan for the plan year in which the Closing Date occurs shall continue in effect under the Purchaser Flexible Spending Account Plan for the remainder of the plan year under Acquiror’s FSA in which the Closing Date occurs, as if . If the aggregate reimbursement payouts made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing to Transferred Employees at any time during from the plan year under Seller’s FSA in which Seller Flexible Spending Account Plan prior to the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during for the plan year in which the Closing Date occurs and before exceed the aggregate accumulated contributions made by the Transferred Employees to such plan prior to the Closing and Date for such plan year, the Purchaser shall make a payment equal to the value of such excess (iior the portion thereof able to be funded from such additional contributions) pay to Acquiror the net amount, if any, Seller as soon as practicable following the Purchaser’s receipt of additional contributions from the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursapplicable Transferred Employee.

Flexible Spending Accounts. During As of the Continuation PeriodDistribution Date, Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Constellation Employee who has elected shall become eligible to participate in a flexible spending account plan maintained established by Seller or any of its Affiliates Constellation (the “Seller’s Constellation FSA”) under ), subject to the terms of such plan. Effective as of the Distribution Date, the Constellation FSA shall credit or debit the applicable account of each Constellation Employee who, as of the Distribution Date, was a participant in the flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates Exelon (the “Acquiror’s Exelon FSA”) ), with an amount equal to the balance of his or her account under the Exelon FSA as of the Distribution Date, and shall continue his or her elections thereunder. If the aggregate amount of claims made against all Constellation Employees’ Exelon FSA accounts prior to the Distribution Date exceed the aggregate of the amounts credited to such accounts at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account Distribution Date, Constellation shall reimburse Exelon for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSAdifference. Within 30 calendar days following If the Closing Date, Seller will (i) provide to Acquiror an accounting aggregate of the amounts elected, deducted and paid in respect of claims under Seller’s credited to all Constellation Employees’ Exelon FSA in respect of accounts at the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of Distribution Date exceed the aggregate amount deducted over the aggregate amount paid in respect of claims made against such account prior to the Distribution Date, Exelon shall reimburse Constellation for the amount of such difference. The Constellation FSA shall assume responsibility as of the Distribution Date for all outstanding dependent care and medical care claims under Seller’s the Exelon FSA in respect of each US Continuing Employee during Constellation Employee, regardless of when the plan year in which claim was incurred, and shall assume and perform the Closing occursobligations from and after the Distribution Date. From and after the Distribution Date, Exelon shall provide Constellation with such information as Constellation may reasonably request to enable it to verify any claims information pertaining to the Exelon FSA.

Flexible Spending Accounts. During As of the Continuation PeriodClosing Date , Acquiror or one of Acquiror’s Affiliates will cover each US Continuing Employee who has elected to participate in Purchaser shall establish a flexible spending account plan maintained by Seller or any arrangement within the meaning of its Affiliates (“Seller’s FSA”Sections 106(c)(2) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning and 125 of the plan year under Seller’s FSA Code (the "Newco Plan") which shall be substantially equivalent in which all material respects to the Closing occurs HealthPlan Services Flexible Spending Account Plan (the "Flex Plan") and each existing salary reduction election will be taken into account for shall constitute the remainder Purchaser's adoption and continuation of the plan year under Acquiror’s FSA in which the Closing occurs, Flex Plan as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up it relates to the amount employees of such US Continuing the Division who become employees of Purchaser as a result of this transaction ("Affected Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA"). Within 30 calendar days following As soon as administratively feasible after the Closing Date, Seller will shall take any actions necessary to transfer (ior cause to be transferred) provide to Acquiror an accounting of the amounts elected, deducted written election and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amountaccount balance , if any, of each Affected Employee under the excess Flex Plan to the Newco Plan (the "FSA Transfer"). The balance of each flexible spending account of each Affected Employee immediately after the FSA Transfer shall be equal to the balance of such account immediately before the FSA Transfer. The parties agree that Seller shall be solely responsible for (A) the administration of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect flexible spending account of each US Continuing Affected Employee during under the plan year in which Flex Plan before the occurrence of the FSA Transfer and (B) any expense, fee, fine, claim, or any other liability related to the administration or maintenance of 18 the flexible spending accounts of each Affected Employee assessed, incurred or accrued prior to the FSA Transfer. The parties agree that Purchaser shall be solely responsible for (x) the administration of the flexible spending account of each Affected Employee after the occurrence of the FSA Transfer and (y) any expense, fee, fine, claim or any other liability related to the administration or maintenance of the flexible spending accounts of each Affected Employee assessed, incurred or accrued after the FSA Transfer. Notwithstanding the above, the Seller shall be solely responsible for any expense, fee, fine, claim, or any other liability related to the administration or maintenance of the flexible spending accounts of each Affected Employee assessed, incurred or accrued as a result of the FSA Transfer. Each Affected Employee under the Flex Plan as of the Closing occursDate shall be eligible to participate in the Newco Plan on the first day following the date of the FSA Transfer. The parties agree that the Affected Employees shall not be entitled to make any changes to their elections under the Newco Plan as a result of the consummation of the transactions contemplated herein. The Seller provides the following additional representations with respect to its Flex Plan: (i) Neither the Seller nor an Affiliated Organization has or could have any liability of any nature whether known or unknown, direct or indirect, fixed or contingent, with respect to the Flex Plan, other than the payment of benefits under the Flex Plan. (ii) The Flex Plan satisfies all applicable qualification requirements. (iii) There are no facts and circumstances which could subject the Seller or any Affiliated Organization to an excise tax or penalty tax under the Code or civil penalty, damages, or other liability under ERISA. (iv) There will be no change in operation of or the documents related to the Flex Plan on or before the Closing Date that will result in an increase in benefits. (v) Seller and each Affiliated Organization has timely complied in all material respects with all reporting and disclosure obligations imposed by the Code, ERISA, and other applicable law. (vi) No act or omission of a seller, shareholder, director, employee, or agent restricts, impairs, or prohibits the Purchaser or Seller or successor from amending, merging, or terminating the Flex Plan. (vii) In addition to the documents being provided pursuant to subsection (a) of Section 2.13, Seller will provide true and correct copies of any SMMs and any other modifications communicated to participants currently in effect with respect to the Flex Plan.

Flexible Spending Accounts. During the Continuation Period(a) If Purchaser has established a health flexible spending account plan (“Purchaser’s Health FSA”) as of Closing, Acquiror or one of Acquiror’s Affiliates will Purchaser shall cover each US Continuing Employee Transferred Employees who has have elected to participate in a Seller’s health flexible spending account plan maintained by Seller or any of its Affiliates (“Seller’s Health FSA”) under a flexible spending account plan maintained by Acquiror or one of AcquirorPurchaser’s Affiliates (“Acquiror’s FSA”) Health FSA at the same level of coverage elected provided under Seller’s Health FSA, subject to (a) Purchaser’s being provided all information reasonably necessary to permit the administrator of Purchaser’s Health FSA to accommodate the inclusion of the Transferred Employees on the basis described herein, and (b) Seller transferring to Purchaser assets equal to the excess, if any, of the amounts contributed by the Transferred Employees to Seller’s Health FSA as of Closing over the claims paid to such Transferred Employees under Seller’s Health FSA as of Closing. Each US Continuing Employee will Transferred Employees shall be treated as if his their participation in Acquiror’s FSA had been continuous from the beginning of the Seller’s plan year under Seller’s FSA in which the Closing occurs Date falls, and each their existing salary reduction election will elections shall be taken into account for the remainder of the Purchaser’s plan year under Acquiror’s FSA in which the Closing occurs, Date falls as if made under AcquirorPurchaser’s Health FSA. AcquirorPurchaser’s Health FSA will shall provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Transferred Employees at any time during the Seller’s plan year under Seller’s FSA in which the Closing occurs Date falls (including claims incurred before the ClosingClosing Date), up to the amount of such US Continuing Transferred Employees’ elections and reduced by amounts previously reimbursed by Seller’s Health FSA. Within 30 calendar days following after the Closing Date, Seller will (i) provide to Acquiror an accounting end of the amounts elected, deducted and paid in respect of period for submitting FSA claims under Sellerfor Purchaser’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs Date falls, Purchaser shall transfer to Seller assets equal to a prorated share of the excess of the sum of the amount transferred to the Purchaser pursuant this paragraph and any amounts contributed by the Transferred Employees to the Purchaser’s Health FSA after Closing over the claims paid to such Transferred Employees under Purchaser’s Health FSA, such proration to be based on the number of days during Seller’s Plan Year before and after the Closing and Date. (iib) pay If Purchaser has not established a Purchaser’s Health FSA as contemplated in Section 6.12(a), until Purchaser has established a Purchaser’s Health FSA or for such shorter period as is otherwise provided by Law, Transferred Employees shall be allowed by Seller to Acquiror participate in Seller’s Health FSA by electing COBRA coverage. Purchaser shall reimburse the net amountSeller for a prorated share of the excess, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of all claims under the Seller’s Health FSA in respect of each US Continuing Employee during for the plan year incurred by Transferred Employees who elect COBRA coverage over the amounts contributed by such Transferred Employees to Seller’s Health FSA for the plan year, such proration to be based on (i) the average number of days of COBRA coverage elected by such Transferred Employees, over (ii) the sum of (A) the amount specified in which clause (i) plus (B) the number of days in the plan year prior to the Closing occursDate.

Flexible Spending Accounts. During the Continuation Period, Acquiror or one of Acquiror’s Affiliates will The Buyer shall cover each US Continuing Employee Transferred U.S. Employees who has have elected to participate in a flexible spending account plan maintained by Seller or any of its Affiliates Dictaphone’s Flexible Spending Account (“SellerDictaphone’s FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquirorthe Buyer’s Affiliates Flexible Spending Account (“AcquirorBuyer’s FSA”) at the same level of coverage elected provided under SellerDictaphone’s FSA, but solely to the extent currently offered to Buyer’s U.S. employees. Each US Continuing Employee will Transferred U.S. Employees shall be treated as if his their participation in AcquirorBuyer’s FSA had been continuous from the beginning of the Dictaphone’s plan year under Seller’s FSA in which the Closing occurs Effective Time falls and each their existing salary reduction election will elections shall be taken into account for the remainder of the Buyer’s plan year under Acquiror’s FSA in which the Closing occurs, Effective Time falls as if made under Acquirorthe Buyer’s FSA. AcquirorThe Buyer’s FSA will shall provide reimbursement for medical care expenses and dependent care eligible expenses incurred by US Continuing Transferred U.S. Employees at any time during the Dictaphone’s plan year under Seller’s FSA in which the Closing occurs Effective Time falls (including including, to the extent permissible under applicable law and the terms of Buyer’s FSA, claims incurred before the ClosingEffective Time), up to the amount of such US Continuing Transferred U.S. Employees’ elections and reduced by amounts previously reimbursed by SellerDictaphone’s FSA. As soon as administratively feasible after the end of the calendar year in which the Effective Time occurs, the Buyer and Dictaphone shall reconcile the FSA account balances of Transferred U.S. Employees under the Buyer’s and Dictaphone’s respective FSAs for such calendar year and shall make payment to one another so that they share, based on the portion of the plan year each employed the Transferred U.S. Employees who participated in the FSA, the amount of any net loss or net surplus resulting from the aggregate claims paid from the flexible spending accounts of the Transferred U.S. Employees under the Buyer’s FSA and Dictaphone’s FSA, after giving effect to the aggregate amount of the contributions received by the Buyer and Dictaphone from such Transferred U.S. Employees under the Buyer’s and Dictaphone’s FSA, respectively. Within 30 calendar days following fifteen (15) Business Days after the Closing Date, Seller will (i) Dictaphone shall provide to Acquiror an accounting Buyer a detailed summary of the amounts electedof employee contributions to, deducted and all claims filed and paid in respect of claims under Sellerunder, Dictaphone’s FSA in respect of between January 1, 2005 and the US Continuing Employees during the plan year in which the Closing occurs and day before the Closing and (ii) pay to Acquiror the net amount, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee during the plan year in which the Closing occursDate.

Flexible Spending Accounts. During the Continuation Period, Acquiror or one of Acquiror’s Affiliates will cover With respect to each US Continuing Leased Employee who has elected to participate becomes a Hired Employee who participates in a health care or dependent care flexible spending account plan maintained by of Seller or any of its Affiliates (the “Seller’s Seller Non-Union FSA”) and whose contributions to such Seller FSA for the current plan year through the Leased Employee Termination Date exceed the reimbursements made under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Non-Union FSA through the Leased Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occursTermination Date, as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which period beginning on the Closing occurs (including claims incurred before Leased Employee Termination Date and ending on the Closing), up to the amount last day of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days following the Closing Date, Seller will (i) provide to Acquiror an accounting of the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs Leased Employee Termination Date occurs, Purchaser shall or shall cause its Affiliates, as the case may be, to (i) maintain health care, limited purpose healthcare spending and before dependent care flexible spending accounts established under Section 125 of the Closing and Code (the “Purchaser Non-Union FSA”), (ii) pay permit such Leased Employee who becomes a Hired Employee to Acquiror participate in the net amountPurchaser Non-Union FSA to the extent coverage under such Purchaser Non-Union FSA replaces coverage under a corresponding Seller Benefit Plan in which such Non-Union Hired Employee participated immediately before the replacement, (iii) provided such amounts are transferred to Purchaser credit such Leased Employee who becomes a Hired Employee under the Purchaser Non-Union FSA immediately following the applicable transfer date with amounts available for reimbursement equal to such amounts as were transferred and credited under the Seller Non-Union FSA with respect to such person immediately prior to the applicable transfer date , (iv) give effect under the Purchaser Non-Union FSA to any elections made by such Leased Employees who become Hired Employees with respect to the Seller Non-Union FSA for the year in which the applicable transfer date occurs, and (v) reimburse from the Purchaser Non-Union FSA all eligible expenses, if any, of the excess of the aggregate amount deducted over the aggregate amount paid in respect of claims under Seller’s FSA in respect of each US Continuing Employee incurred during the plan year (or portion thereof) that the Leased Employee who becomes a Hired Employee was a participant in the Seller Non-Union FSA. As soon as reasonably practicable following the Leased Employee Termination Date, the Seller shall provide to the Purchaser a payment equal to the excess of (x) the aggregate employee contributions made by the Leased Employee who becomes a Hired Employee under the Seller Non-Union FSA as of the Leased Employee Termination Date made during the year in which the Closing Leased Employee Termination Date occurs and (y) the aggregate employee reimbursements under the Seller Non-Union FSA with respect to such Leased Employees who become Hired Employees as of the Leased Employee Termination Date made during the year in which the Leased Employee Termination Date occurs, in each case with respect to Leased Employees who become Hired Employees for the applicable plan year. The parties hereto agree to make reasonable, good faith efforts to implement the provisions of this Section 5.2(f) to take into account the complexity of transferring flexible spending accounts and discrepancies related thereto.

Flexible Spending Accounts. During Effective on or prior to the Continuation PeriodDistribution Date, Acquiror or one Remainco shall cause a member of Acquiror’s Affiliates will cover each US Continuing Employee who has elected Spinco Group to participate in adopt a cafeteria plan intended to comply with Section 125 of the Code that includes a healthcare flexible spending account plan maintained by Seller or any of its Affiliates program and a dependent care flexible spending account program (the “Seller’s Spinco FSA”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at that is substantially similar to the same level of coverage elected under Seller’s Remainco FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s RMT Partner shall, or shall cause a member of Spinco Group or RMT Partner Group, to maintain the Spinco FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan calendar year under Acquiror’s FSA in which the Closing occursEffective Time occurs for each Spinco Transferred Employee who, as if made under Acquiror’s FSAin the portion of the calendar year on or prior to the Distribution Date, contributed to the Remainco FSA (the “FSA Participants”). Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during During the period from the Effective Time until the last day of the plan year under Seller’s of the Remainco FSA in which the Closing occurs (including claims incurred before the Closing), up that commenced immediately prior to the amount Effective Time, RMT Partner shall, or shall cause a member of Spinco Group or RMT Partner Group, to continue, the salary reduction elections made by the FSA Participants (adjusted, to the extent necessary, to take into account any changes to applicable premiums related to any RMT Partner Benefit Arrangements) and allow each FSA Participant to receive reimbursement from such US Continuing Employees’ elections participant’s flexible spending reimbursement account under the Spinco FSA on substantially the same terms and reduced conditions as would have been applicable to such participant as if such FSA Participant were employed by amounts previously reimbursed by Seller’s Remainco Group following the Distribution Date during such period and continued to participate in the Remainco FSA. Within 30 calendar days following If the Closing Date, Seller will (i) provide to Acquiror an accounting of aggregate amount withheld from the amounts elected, deducted and paid in respect of claims FSA Participants’ compensation under Seller’s the Remainco FSA in respect of the US Continuing Employees during for the plan year in which the Closing Distribution Date occurs and before exceeds the Closing and aggregate amount of reimbursements paid to the FSA Participants prior to the Distribution Date under the Remainco FSA for such plan year, Remainco shall transfer (iior cause to be transferred) pay to Acquiror RMT Partner within forty-five (45) days after the net amountDistribution Date a cash payment equal to such excess, if any, of the excess of . If the aggregate amount deducted over of reimbursements paid to the aggregate amount paid in respect of claims FSA Participants under Seller’s the Remainco FSA in respect of each US Continuing Employee during prior to the Distribution Date for the plan year in which the Closing occursDistribution Date occurs exceeds the aggregate amount withheld prior to the Distribution Date from FSA Participants’ compensation under the Remainco FSA for such plan year, RMT Partner shall transfer to Remainco within forty-five (45) days after the Distribution Date a cash payment equal to such excess, if any. Spinco shall Assume and be solely responsible for all claims for reimbursement by FSA Participants under the terms of the Spinco FSA, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date, which claims shall be paid pursuant to and under the terms of the Spinco FSA.

Flexible Spending Accounts. During the Continuation Period, Acquiror The Buyer or one of Acquiror’s its Affiliates will cover each US Continuing Employee who has elected shall have in effect, or cause to participate be in effect, as of the Closing Date a flexible spending account plan maintained by Seller or any of its Affiliates program (the “Seller’s FSABuyer FSA Program”) under a flexible spending account plan maintained by Acquiror or one of Acquiror’s Affiliates (“Acquiror’s FSA”) at the same level of coverage elected under Seller’s FSA. Each US Continuing Employee will be treated as if his participation in Acquiror’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which Transferred Employees who meet the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Acquiror’s FSA in which the Closing occurs, eligibility criteria thereof may participate. As soon as if made under Acquiror’s FSA. Acquiror’s FSA will provide reimbursement for medical care expenses and dependent care expenses incurred by US Continuing Employees at any time during the plan year under Seller’s FSA in which the Closing occurs (including claims incurred before the Closing), up to the amount of such US Continuing Employees’ elections and reduced by amounts previously reimbursed by Seller’s FSA. Within 30 calendar days practicable following the Closing Date, Seller will either (ix) provide the Company shall cause to Acquiror be transferred to the Buyer an accounting of amount in cash equal to the amounts elected, deducted and paid in respect of claims under Seller’s FSA in respect of the US Continuing Employees during the plan year in which the Closing occurs and before the Closing and (ii) pay to Acquiror the net amountexcess, if any, of the excess of aggregate accumulated contributions to the aggregate amount deducted over flexible spending accounts under the aggregate amount paid applicable Seller Benefit Plan in respect of claims under Seller’s which such Transferred Employees participate (the “Company FSA in respect of each US Continuing Employee Program”) made during the plan year in which the Closing Date occurs by the Transferred Employees over the aggregate reimbursement payouts made for such year from the Company FSA Program to such Transferred Employees or (y) the Buyer shall cause to be transferred to the Company an amount in cash equal to the excess, if any, of the aggregate reimbursement payouts made for such year from such accounts to such Transferred Employees over the aggregate accumulated contributions by the Transferred Employees to such accounts during the year in which the Closing Date occurs. The Buyer or an Affiliate of the Buyer shall cause the balance of each Transferred Employee’s accounts under the Company FSA Program as of the Closing Date to be credited to the Transferred Employee’s corresponding accounts under the Buyer FSA Program in which such Transferred Employee participates following the Closing Date. On and after the Closing Date, the Buyer shall assume and be solely responsible for all claims for reimbursement by the Transferred Employees, whether incurred prior to, on or after the Closing Date that have not been paid in full as of the Closing Date, which claims shall be paid pursuant to and under the terms of the Buyer FSA Program. The Buyer agrees to cause the Buyer FSA Program to honor and continue through the end of the calendar year in which the Closing Date occurs the elections made by each Transferred Employee under the Company FSA Program in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Closing Date.