Common use of Health and Welfare Benefits Clause in Contracts

Health and Welfare Benefits. (a) Buyer shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).

Health and Welfare Benefits. (a) Buyer shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).

Health and Welfare Benefits. (ai) Buyer The Seller shall take provide all action necessary notices and fulfill all of its obligations, if any, under Section 4980B(f) of the Code with respect to ensure that the Nonrepresented Transferred Employees. The Seller shall deliver to the Purchaser's present or proposed insurance carriers or third-party administrators, on a census basis, at least 20 days prior to the Closing Date, information with respect to all health, accident, workers' compensation, disability and related claims filed by the Transferred Employees will be eligible (including, without limitation, information regarding the total number of claims filed by, the total amount of benefits claimed by, and the total amount of benefits paid to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure thatsuch persons) since January 1, 1993, to the extent permitted under Buyer’s “employee welfare benefit plan” (within requested by any such carriers. The Seller shall deliver to the meaning Purchaser's health insurance carriers or third-party administrators, on a census basis, to the extent requested by any such carriers or administrators, an update of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which information through the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) as soon as practicable but no later than 15 days after the Closing Date. Such information, Seller will make available which may be provided directly from the Seller's computer database, shall be satisfactory in form and substance to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer such carriers and Seller will share the cost and expense of providing such payment as mutually agreed by the partiesadministrators. (bii) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to Effective on the Closing Date may elect retiree medical benefits under such planDate, and the Transferred Employees shall be eligible for hire health and welfare benefits substantially equivalent to those the Purchaser provides to similarly situated new employees hired by Buyerthe Purchaser after the Closing Date; provided, however, that the Purchaser reserves the right to modify or terminate such benefits from time to time after the Closing Date. Buyer will Such Transferred Employees shall be eligible to participate under the Purchaser's health and welfare benefit plans as of the Closing Date, and the Purchaser shall not offer retiree be responsible for any hospitalization, medical, survivor benefits, life insurance, or disability claims based upon occurrences or conditions commencing, occurring or existing before the Closing Date, regardless of whether such occurrences or conditions continue after the Closing Date, and regardless of whether such claims are made before or after the Closing Date. In no event shall the Purchaser be required to provide post-retirement medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).

Health and Welfare Benefits. (a) Buyer The Purchaser and the Sellers acknowledge and agree that, effective as of the Closing Date, except as contemplated by Section 6.02(c) below, coverage under all health and medical insurance, life insurance, disability, accidental death and disability and any other welfare or benefit plans or programs sponsored or maintained by the Sellers and any of its Affiliates for Newspaper Employees, former employees of the Business and Beneficiaries thereof (collectively, the “Sellers’ Health and Welfare Plan”) shall take all action necessary to ensure that the Nonrepresented Transferred Employees will cease and be eligible to participate in Buyer’s “employee welfare benefit plan” of no further force or effect as to the same extent as Buyer’s other employeesNewspaper Employees, former employees of the Business and Beneficiaries thereof. Buyer shall take all action necessary to ensure thatAny expense incurred by a Newspaper Employee, former employee of the Business or Beneficiary thereof prior to the extent permitted Closing Date that would have been covered under Buyer’s “employee welfare benefit plan” the Sellers’ Health and Welfare Plan shall continue to be the responsibility of the Sellers. (within b) The Purchaser shall be responsible and liable for all expenses incurred by Newspaper Employees employed by the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees Purchaser, or any Beneficiary thereof on and after the ClosingClosing Date under the health and medical, life insurance, disability, accidental death and disability and any other welfare or benefit plans or programs sponsored, maintained or contributed to by the Purchaser for such Newspaper Employees, former employees and any Beneficiary thereof. (c) For purposes of the Purchaser’s or any of its Affiliate’s medical, dental and other health and welfare plans for Newspaper Employees employed by the Purchaser, and Beneficiaries thereof, the Purchaser shall or shall cause such Affiliate to (i) waive limitations on benefits relating to any pre-existing condition exclusions, conditions and (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles annual deductible and out-of-pocket amounts maximums during limits under its medical, dental plans and other health and welfare plans, deductible and out-of-pocket expenses paid by such Newspaper Employees, former employees and Beneficiaries thereof, under any of the plan Sellers’ or any of their Affiliate’s medical, dental and other health and welfare plans in the calendar year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty . (30d) days after Following the Closing Date, Seller will make available (i) the Purchaser shall provide continuation health care coverage to Nonrepresented Transferred all Newspaper Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed employed by the parties. (b) Nonrepresented Business Employees Purchaser and their qualified beneficiaries who meet the eligibility requirements under Seller’s retiree medical plan prior to incur a qualifying event on and after the Closing Date may elect retiree medical benefits under in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA and (ii) the Sellers and their Affiliates shall continue to be responsible for providing such plan, and be eligible for hire by Buyer. Buyer will continuation coverage to former Newspaper Employees not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected employed by the loss Purchaser and their qualified beneficiaries to whom the Sellers or any of retiree medical benefits as a result of their Affiliates are, on the Closing and will bear one hundred percent (100%) Date, providing such continuation coverage or to whom the Sellers or any of their Affiliates are under any obligation on the cost Closing Date to provide such continuation coverage at the election of this payment (if applicable)such former Newspaper Employees or qualified beneficiary.

Health and Welfare Benefits. 17.01 Existing benefit plans to be continued. 17.02 For newly hired nurses, coverage as set out in Article 17.01 shall be effective the first billing date in the month following the month in which the nurse was first employed subject to any enrolment or other requirements of the Plan. In no instance shall the first billing date for a nurse occur later than the first day of the fourth full month following the month in which the newly-hired nurse was first employed. 17.03 The Home may substitute another carrier for any of the foregoing plans (other than OHIP) provided that the level of benefits conferred thereby are not decreased. The Home will advise the Union of any change in carrier or underwriter at least sixty (60) days prior to implementing a change in carrier. The Home will provide the Union with a summary document outlining the differences, if any, between the levels of benefits provided by the existing and new carrier plans. When the Home is made aware, the Home will provide the Union with the full details of any changes made by an existing carrier to current plan provisions. 17.04 For purposes of health and welfare benefits under Article 17.01, dependent coverage is available to the nurse, to cover her or his same sex partner and their dependents, in accordance with the terms and conditions of the plans. For those employees transferring from part-time to full-time, there will be no waiting period for benefits, except as provided by the plan, if the part-time employee has over 450 hours worked. Where the nurse has not worked more than 450 hours, she or he will be given credit for those hours worked from date of hire. (a) Buyer The Home shall take provide each nurse with information booklets outlining all action necessary to ensure that of the Nonrepresented Transferred Employees current provisions in the benefits plans defined in Article 17.01 and the Sick Leave Plan defined in Article 14. Upon request, the Home will be eligible to participate in Buyer’s “employee welfare benefit plan” make the Plans available to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, Union for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the partiesinspection. (b) Nonrepresented Business Employees who meet The Home shall notify the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result Union of the Closing and will bear one hundred percent (100%name(s) of the cost carrier(s) which provide the benefits plans defined in Article 17.01. The Home shall also provide the Union with a copy of this payment (if applicable)all current information booklets provided to the nurses.

Health and Welfare Benefits. (a) Buyer shall take all action necessary to ensure For the term of this agreement, the Company and the Union agree that the Nonrepresented Transferred Company will contribute all H&W monies to the Health and Welfare Benefit Program on behalf of each Employee covered by this agreement consistent with the H&W amounts and dates indicated in Appendix A of this document. The collective plan shall be referred to as the HWBP or “Plan” or “The Plan” for the purposes of this agreement. H&W contributions shall be set by the CBA between the parties and will be paid on all straight time hours up to a maximum of 2080 hours per year. All H&W amounts earned by each Employee will be placed in a HWBP account under their name and shall be immediately 100% vested in the Employee. All Employees will be enrolled into and participate in the HWBP. The Union agrees that the Company may use all needed Employee information available to the Company in the normal course of business to set up these accounts. Part time Employees are eligible to participate in Buyer’s each component of the “employee welfare benefit planPlan” with the exception of major medical (item 1, below). H&W will be contributed to the same extent as Buyerretirement plan 401(k) component of HWBP and are not eligible for the other components of HWBP. Full Time Employees are eligible for all components of the HWBP. Full Time Employees with coverage through another employer’s group health plan (including active or retiree major medical plans) which meets ACA minimum value standards may elect to waive the group major medical component of the HWBP with proof of said coverage and completion of a waiver form. Full Time Employees that meet the aforementioned waiver criteria may direct their H&W amount to other employeescomponents of the HWBP. Buyer shall take all action necessary Full Time Employees that are eligible for the group medical plan and do not make an alternate election nor provide proof of valid other coverage during open enrollment will be auto-enrolled in the “designated default medical plan”. For Employees enrolled in “Employee Plus Child”, “Employee Plus Spouse” or “Employee Plus Family” major medical plans (i.e., not “Employee Only”), the Company will annually set an amount of H&W funds that will be used to ensure that, pay major medical premiums. The Employee will not have the option to commit an amount other than the amount established by the Company. To the extent permitted under Buyer’s that the established amount of H&W funds does not cover the entire cost of “employee welfare benefit planEmployee Plus Child”, “Employee Plus Spouse” (within or “Employee Plus Family” major medical plans, the meaning balance shall be paid with regularly recurring payroll deductions. No H&W will be used to pay any cost of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive dependent coverage for any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health other element or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result feature of the Closing and HWBP. The amount of H&W that will bear one hundred percent (100%) of be used to pay the cost of this payment “Employee Plus Child”, “Employee Plus Spouse” or “Employee Plus Family” major medical plans will be established prior to open enrollment and communicated to the Union along with other Plan offerings. For the 2020 benefits year, the amount of H&W that will be used for “Employee Plus Child”, “Employee Plus Spouse” or “Employee Plus Family” major medical plans is seven hundred dollars (if applicable$700). The Plan will comply with all applicable laws, and the Employer retains the right to modify the plan to ensure compliance with applicable laws and regulations. The Plan will offer various benefits to Full Time Employees as outlined below which shall be selected by each individual participant as they see fit; all full time Employees are encouraged to actively monitor and revise their benefits selections as they individually deem appropriate and will be afforded the opportunity to do so during open enrollment and/or when the Employee experiences a qualified life event change. The Plan shall contain, at a minimum, the following features, available for selection by all full time Employees, which will be developed in consultation with the Union: 1. Major medical plan that meets the minimum value requirements of the Affordable Care Act. 2. Voluntary and/or Supplemental dental plan. 3. Voluntary and/or Supplemental vision plan.

Health and Welfare Benefits. (a) Buyer CCBCC shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in BuyerCCBCC’s “employee welfare benefit plan” to the same extent as BuyerCCBCC’s other employees. Buyer CCBCC shall take all action necessary to ensure that, to the extent permitted under BuyerCCBCC’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller CCR or an Affiliate of SellerCCR. Within thirty (30) days after the Closing Date, Seller CCR will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in BuyerCCBCC’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer CCBCC and Seller CCR will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under SellerCCR’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by BuyerCCBCC. Buyer CCBCC will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller CCR will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).

Health and Welfare Benefits. A. If Client is or hereafter becomes subject to any provision of the ACA, as measured according to the guidelines of the ACA, Client is solely responsible for all compliance with the ACA applicable to Client, including without limitation, plan design, maintenance, eligibility, participation, affordability, benefits and formulary, offers of coverage, tracking initial measurement periods, standard measurement periods, or stability periods, providing plan notices and plan documents, and making appropriate filings and reports as required under ACA or related employee benefits laws, where applicable. B. CONGRUITY may, in its sole discretion, offer Client the opportunity to adopt employee benefit plans offered by CONGRUITY, if any, to meet the requirements of the ACA. Any such offer by CONGRUITY will be in writing to Client and any selection by Client also shall be in writing and the provision of benefits subject to that selection shall be identified in Schedule A attached hereto. No CONGRUITY employee benefit plans will be offered to Co- Employees without Client’s prior authorization. All of CONGRUITY’s employee benefit plans shall be subject to the terms and conditions of eligibility provided for in the applicable plan documents, including any amendments. Unless the opportunity to participate in CONGRUITY’s employee benefit plans is provided to Client pursuant to Schedule A, Co-Employees shall not be eligible for CONGRUITY’s employee benefit plans. Unless access to CONGRUITY’s employee benefit plans is provided pursuant to Schedule A, CONGRUITY shall have no responsibility to Client or any Co-Employee for maintaining compliance with the ACA. If CONGRUITY has offered to make some or all of its employee benefit plans available to Client to elect to offer such benefits to Co-Employees, as provided pursuant to Schedule A, such offer is intended to be construed as an offer made on behalf of Client, consistent with ACA’s safe harbor applicable to same under 29 C.F.R. § 54.4980H-4(b)(2). Client and CONGRUITY agree that CONGRUITY is not a seller of insurance and does not engage in the sale of insurance. C. Client may, in its sole discretion, elect to offer its own medical benefits to Co-Employees. If Client offers its own medical benefits to Co-Employees in accordance with the preceding paragraph, Client understands and acknowledges that: (i) CONGRUITY will administer only deductions for Co- Employees for the plan(s), according to a separate signed Agreement, and relies on information supplied by Client and participants in doing so; (ii) eligibility and participation requirements are the absolute responsibility of Client; (iii) CONGRUITY is not a fiduciary to any participant of Client’s plan(s) or any assets of the plan(s); (iv) the benefit plan sponsored and administered by Client will be under a “Section 125” plan under the Internal Revenue Code and any request to cancel, enroll, or change benefits coverage outside of the annual enrollment period must be in compliance with applicable plan documents and Section 125; (v) an “Employee/Co-Employee” for purposes of the cafeteria plan regulations does not include an independent contractor, self-employed person, a 2 percent shareholder in an S corporation, or a partner; (vi) CONGRUITY shall cooperate with Client to ensure that timely and accurate reports are filed and provided under ACA §§ 6055 and 6056; however, Client shall be responsible for providing any such reports to Co-Employees; and (vii) Client shall be responsible for COBRA continuation for participants, 5500 filings, and similar federal and state filings under any group health plan sponsored by Client. Client agrees that it is Client’s responsibility to fulfill all obligations under any Client sponsored plan(s) and to notify CONGRUITY of any changes or cancellations when they occur. Likewise, if Client offers its own medical benefits to Co-Employees, Client shall indemnify, hold harmless, protect and defend CONGRUITY from all claims, damages, costs, penalties, taxes, interest, or other liability (including without limitation, any penalty assessed under § 4980H of the Internal Revenue Code) assessed against CONGRUITY arising out of the Client’s sponsorship of its own medical benefits to any Co-Employee, including without limitation: (1) the Client’s administration of any employee benefit plan; (2) compliance with ACA; and (3) compliance with the Employee Retirement Income Security Act of 1974, as amended, the Internal Revenue Code, or any other federal, state, or local law that governs employer-sponsored employee benefit plans. D. If CONGRUITY sponsors any medical or supplemental health plans that are subject to COBRA and offers such plans to Client and its Co- Employees, Client is responsible for and hereby agrees to comply with the following: (a) Buyer shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure thatClient must provide complete, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurabilityaccurate, and timely information so that CONGRUITY can fulfill any COBRA administration tasks; (iiib) recognize, for purposes Client understands and agrees to abide by all federal and state statutes requiring employer subsidized or paid coverage through the end of satisfying any deductibles and out-of-pocket amounts maximums during the plan year month in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health employee separates from employment or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior until certain notice is given to the Closing Date may elect retiree medical benefits under such plan, health insurer; and be eligible (c) Client agrees to indemnify and hold harmless CONGRUITY for hire by Buyer. Buyer will not offer retiree medical benefits providing inaccurate or untimely information related to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable)COBRA.

Health and Welfare Benefits. (a) Buyer The Purchaser and the Sellers acknowledge and agree that, effective as of the Closing Date, except as contemplated by subsection (c) below, coverage under all health and medical insurance, life insurance, disability, accidental death and disability and any other welfare or benefit plans or programs sponsored or maintained by the Sellers and any of their Affiliates for Newspaper Employees, former employees of the Business and Beneficiaries thereof (collectively, the "Sellers' Health and Welfare Plan") shall take all action necessary to ensure that the Nonrepresented Transferred Employees will cease and be eligible to participate in Buyer’s “employee welfare benefit plan” of no further force or effect as to the same extent as Buyer’s other employeesNewspaper Employees, former employees of the Business and Beneficiaries thereof. Buyer shall take all action necessary to ensure thatAny expense incurred by a Newspaper Employee, former employee of the Business or Beneficiary thereof prior to the extent permitted Closing Date that would have been covered under Buyer’s “employee welfare benefit plan” the Sellers' Health and Welfare Plan shall continue to be the responsibility of the Sellers. (within the meaning of Section 3(1b) of ERISA) covering Nonrepresented Transferred The Purchaser shall be responsible and liable for all expenses incurred by Newspaper Employees or any Beneficiary thereof on and after the ClosingClosing Date, with respect to claims arising thereafter under the health and medical, life insurance, disability, accidental death and disability and any other welfare or benefit plans or programs sponsored, maintained or contributed to by the Purchaser for the Newspaper Employees, former employees and any Beneficiary thereof. (c) The Sellers and their Affiliates shall be responsible and liable for all health and medical expenses incurred by any Retiree or any Beneficiary thereof under any Plan, whether incurred before or after the Closing Date. (d) For purposes of the Purchaser's or any of its Affiliate's medical, dental and other health and welfare plans for Newspaper Employees, former employees and Beneficiaries thereof, the Purchaser shall or shall cause such plans shall Affiliate to (i) waive limitations on benefits relating to any pre-existing condition exclusions, conditions and (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles annual deductible and out-of-pocket amounts maximums during limits under its medical, dental plans and other health and welfare plans, deductible and out-of-pocket expenses paid by Newspaper Employees, former employees and Beneficiaries thereof, under any of the plan Seller's or any of its Affiliate's medical, dental and other health and welfare plans in the calendar year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty . (30e) days after Following the Closing Date, Seller will make available (i) the Purchaser shall provide continuation health care coverage to Nonrepresented Transferred all Newspaper Employees and their qualified beneficiaries who incur a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer qualifying event on and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to after the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by in accordance with the loss continuation health care coverage requirements of retiree medical benefits as a result Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA and (ii) the Seller and their Affiliates shall continue to be responsible for providing such continuation coverage to former Newspaper Employees and their qualified beneficiaries to whom the Sellers or any of their Affiliates are, on the Closing and will bear one hundred percent (100%) Date, providing such continuation coverage or to whom the Sellers or any of their Affiliates are under any obligation on the cost Closing Date to provide such continuation coverage at the election of this payment (if applicable)such former Newspaper Employees or qualified beneficiary.

Health and Welfare Benefits. After a Change of Control, Executive and such Executive’s spouse and dependents (aas defined in Code Section 152) Buyer (collectively, a “Covered Person”) shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee the health and welfare benefit plan” benefits (including but not limited to medical and dental benefits) provided by the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure Company after such Change of Control; provided that, if such health and welfare benefits provided by the Company are terminated after such Change of Control, then the Covered Persons shall be eligible to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall participate in (i) waive any pre-existing condition exclusions, if Executive is an employee of the Acquiror the benefits the Acquiror provides to similarly situated Covered Persons and (ii) waive any proof if Executive ceases to be an employee of insurabilityAcquiror, and (iii) recognize, for then to Acquiror Retiree Benefits. For purposes of satisfying any deductibles and out-of-pocket amounts maximums during this Section, the plan year in which term “Acquiror” shall mean the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or Person (including an Affiliate thereof) acquiring the Company or all or substantially all of Sellerthe assets of the Company including any controlled or controlling Affiliate thereof. Within thirty (30) days after “Acquiror Retiree Benefits” shall mean the Closing Datehealth and welfare benefits that the Acquiror makes available, Seller will make available from time to Nonrepresented Transferred Employees a one-time cash payment time, to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable)eligible retirees of Acquiror, calculated for a period including officers of two (2) years. Buyer and Seller will share the cost and expense Company who become officers of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits Acquiror as a result of the Closing and will bear Change of Control, whether such benefits are provided directly through the Acquiror or through one hundred percent (100%) or more controlled or controlling Affiliates of the cost Acquiror pursuant to one or more plans of such persons subject to the remaining provisions of this payment Section. Prior to age 65, the costs of Acquiror Retiree Benefits payable with respect to Covered Persons hereunder shall be paid by the Executive in an amount not to exceed the costs of Acquiror health and welfare benefits generally paid by the then-current officers of the Acquiror (evaluating such Acquiror on a consolidated basis for purposes of ascertaining the amount of costs paid). Upon the Executive reaching age 65, all Acquiror Retiree Benefits under this Section (including all health and welfare benefits available to any Covered Person) shall terminate if applicablesuch Acquiror Retiree Benefits terminate for all of the then-retired officers of the Acquiror. At any time before or after age 65, if Executive becomes eligible for customary coverage through another employer’s group health coverage, the coverage provided under this Section 16.3.4 shall be terminated, provided, however, that if, subsequent to such termination of coverage, Executive experiences a termination of employment with an employer and such termination of employment results in the loss of group health coverage, including a qualifying event under the Consolidated Omnibus Reconciliation Act of 1986, as amended (COBRA), Executive, upon written to notice to Acquiror of such loss of coverage shall begin receiving Acquiror Retiree Benefits for himself and for any other Covered Person as are permitted under the plan or plans pursuant to which Acquiror Retiree Benefits will be provided (for example, Executive Only, Executive plus spouse, Executive plus family). Notwithstanding November [—], 2010 anything herein to the contrary, in no event shall the Company or the Acquiror be liable to the Executive for, or with respect to, any taxes, penalties, or interest which may be imposed upon the Employee for participation in the health and welfare benefits or the Acquiror Retiree Benefits described in this Agreement.”

Health and Welfare Benefits. ‌ 21.01 The Company agrees to pay the total cost of premiums for the following benefit plans as described in the Health and Welfare Booklet for all employees: (a) Buyer shall take all action necessary to ensure that Basic health coverage as presently provided for in the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties.Ontario Employer Health Tax; (b) Nonrepresented Business Employees who group life insurance plan; (c) sickness and accident weekly indemnity benefit plan; (d) semi-private hospital care plan; (e) extended health insurance plan; (f) dental plan, with the current ODA fee schedule as amended from time to time; (g) hearing aid plan; (h) vision care plan; (i) travel insurance plan (from date of hire); (j) long term disability plan; (k) basic accidental death and dismemberment insurance plan. 21.02 The Company will continue to contribute the total cost of premiums of the pension plan for eligible employees according to the terms of the pension plan. 21.03 A Pension Plan Committee comprising three (3) representatives designated by the Company and three (3) representatives designated by the Union shall meet at such mutually agreeable intervals as are necessary, but at least once per year. The Committee, which will have access to the necessary information in accordance with the Pension Benefits Act, will review and discuss matter of mutual interest relating to the Pension Plan including possible changes and amendments with the additional objective of promoting awareness and understanding of the Pension Plan among members. 21.04 The Company will pay to an employee his regular wages for up to ten (10) days of absence due to sickness in any one (1) year with a carry-over of up to seventy-five (75) days of unused sick leave from preceding years. 21.05 The Company may at any time substitute another carrier for any plan referred to in this Article provided that the benefits conferred are not decreased. The Union will be given a copy of all current plans referred to in this Article and any revisions thereto. 21.06 All the plans referred to in this Article are governed by the insurance contracts and the eligibility requirements under Seller’s retiree medical plan prior and qualification procedures determined by the carrier. It is understood and agreed that the benefit plans are not part of the Collective Agreement and are not subject to the Closing Date may elect retiree medical benefits under such plan, grievance and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable)arbitration procedure.

Health and Welfare Benefits. (a) Buyer All employees are covered by the Metro Health Plan and will contribute the prevailing contribution assigned to all bargaining unit employees. In the event that the Employee is absent from work and the Employer cannot deduct the contribution until such time as the Employee returns, unless otherwise authorized by the Employee. The Employee is still responsible for all of the Metro Health Plan contributions while absent. Should the Employee not pay their Metro Health Plan contributions during their absence; the Employer shall then collect any and all past due contributions which are due upon the Employee’s return. The Employer shall take into consideration the amount owed and work with the Employee an amount that is reasonable to both the Employee and the Employer; and may be spread out over multiple payroll checks. In no event shall Metro be obligated to pay more than the weekly amounts noted above for each covered employee. By execution of this Agreement, Metro authorizes the Employers Association which are parties thereto to enter into appropriate Trust Agreements necessary for the administration of such Fund, and to designate the Employer Trustees under such Agreement, hereby waiving all action necessary notice thereof and ratifying all actions already taken or to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (taken by such Trustees within the meaning scope of Section 3(1) their authority. If an employee is absent because of ERISA) covering Nonrepresented Transferred Employees after illness or off-the-job injury and notifies Metro of such absence, Metro shall continue to make the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated required contributions for a period of two four (24) yearsweeks, except on cases of approved "Family Medical Leave". Buyer and Seller If an employee is injured on the job, Metro shall continue to pay the required contributions until such employee returns to work; however, such contributions shall not be paid for a period of more than six (6) months. An employee granted a leave of absence will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan pay to Metro prior to the Closing Date effective leave period his/her required contributions to the Metro Health Plan for the entirety of the leave of absence period, except Metro will pay employee’s required contributions if employee’s absence is due to his/her active duty military service, or Military Reserves or National Guard annual training(s), or as otherwise provided by law. Contributions to the Metro Health Plan are made monthly after receipt of invoice on each regular employee even though such employee may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a onework only part-time reimbursement payment to Nonrepresented Transferred under the provisions of the Contract. Employees who are adversely affected work either temporarily or in cases of emergency under the terms of this Contract shall not be covered by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost provisions of this payment (if applicable)paragraph.

Health and Welfare Benefits. (ai) As of April 1, 1998 (or, if applicable, as of the first day following the end of the Transition Period as described in paragraph (f)(i) below), each salaried employee of the Industrial Container Business who is Actively at Work shall receive health and welfare benefits from Buyer, through its health and welfare plans (the "Buyer Welfare Plans"). As of April 1, 1998 (or, if applicable, as of the first day following the end of the Transition Period, as described in paragraph (f)(i) below), each non-union hourly paid employee of the Industrial Container Business who is Actively at Work shall take all action necessary receive health and welfare benefits from Buyer, through the Buyer Welfare Plans. As of April 1, 1998 (or, if applicable, as of the first day following the end of the Transition Period, as described in paragraph (f)(i) below), each union hourly paid -41- employee of the Industrial Container Business shall be provided by Buyer, through the Buyer Welfare Plans, with those health and welfare benefits required under each respective collective bargaining agreement in effect with respect to ensure that such employees. For purposes of this paragraph (d), an employee of the Nonrepresented Transferred Employees Industrial Container Business shall be considered to be "Actively at Work" if such employee is not on disability status (either short term or long term), layoff status or on leave of absence (either paid or unpaid). Any employee of the Industrial Container Business who is not Actively at Work as of April 1, 1998 will not be eligible to participate receive health and welfare benefits from Buyer (as described in Buyer’s “this paragraph) until such date such employee returns to active employment with Buyer or the Acquired Companies. All such disabled employees shall receive from Seller full continuation of health and welfare benefit plan” coverage as well as any disability income benefits to which they would have otherwise been entitled in the same extent absence of the sale of the Industrial Container Business. (ii) From the Closing Date through March 31, 1998, Seller shall continue to provide all employees of the Industrial Container Business with all health and welfare benefits that they were entitled to receive as Buyer’s other employeesof the day preceding the Closing Date. Buyer Seller, through its health and welfare plans (the "Seller Welfare Plans"), shall take remain responsible for all action necessary claims for injuries incurred and illnesses suffered prior to ensure thatApril 1, 1998. In addition, Seller shall provide, through the Seller Welfare Plans, all continuation of coverage rights required under Section 4980B of the Code with respect to the extent permitted under Buyer’s “employee welfare benefit plan” employees and former employees (within the meaning of Section 3(1and their dependents) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall Industrial Container Business who are not Actively at Work (as described in subparagraph (i) waive any pre-existing condition exclusionsabove) on April 1, (ii) waive any proof of insurability1998. Buyer, through the Buyer Welfare Plans, will be responsible for all claims for injuries incurred and (iii) recognizeillnesses suffered on and after April 1, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs1998. On or before October 31, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date1998, Seller will make available shall provide to Nonrepresented Transferred Employees Buyer a one-time cash payment report regarding all benefits paid under the Seller Welfare Plans to offset higher costs for employees in Buyer’s “employee welfare benefit plans” of the Industrial Container Business (if applicable), calculated for a period of two (2and their dependents) years. Buyer arising from injuries incurred and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan illnesses suffered prior to the Closing Date may elect retiree medical benefits under such planApril 1, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. 1998 which had been filed with Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) date of such report. Except as may be required under the terms of a collective bargaining agreement, Buyer shall not assume any obligation under any of the cost of this payment (if applicable)Seller Welfare Plans, including, but not limited to any obligation under any severance plans maintained by Seller.

Health and Welfare Benefits. Other than with respect to any Transferred Plan, Seller shall be, or shall cause the Retained Companies to be, responsible for all (a) medical; vision, dental and prescription drug claims for expenses incurred by any Business Employee or his or her dependents; (b) claims for short-term and long-term disability income benefits incurred by any Business Employee; (c) claims for group life, travel and accident and accidental death and dismemberment insurance benefits incurred by any Business Employee, in each case, prior to the Transfer Time, and (d) all liabilities under all Employee Plans other than Transferred Plans, whenever arising. Without limiting any obligations under any Transferred Plan, Buyer shall take be, or shall cause its Affiliates to be, responsible for all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive medical, vision, dental and prescription drug claims for expenses incurred by any pre-existing condition exclusionsContinuing Employee or his or her dependents, (ii) waive claims for short-term and long-term disability income benefits incurred by any proof of insurability, Continuing Employee and (iii) recognizeclaims for group life, travel and accident and accidental death and dismemberment insurance benefits incurred by any Continuing Employee, in each case, on or after the Transfer Time and solely to the extent applicable; provided that, for the avoidance of doubt, Buyer and its Affiliates shall not have any liability under any Employee Plan, including any Liabilities for continuation coverage under COBRA with respect to coverage related to any Employee Plan, other than with respect to a Transferred Plan. Except in the event of any claim for workers compensation benefits, for purposes of satisfying any deductibles this Agreement, the following claims and out-of-pocket amounts maximums during the plan year in which the Closing Date occursliabilities shall be deemed to be incurred as follows: (x) medical, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health vision, dental or other insurance plan of Seller or an Affiliate of Seller. Within thirty prescription drug benefits (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicableincluding hospital expenses), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result upon provision of the Closing services, materials or supplies comprising any such benefits and will bear one hundred percent (100%y) of short- and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the cost of this payment (if applicable)death, illness, injury or accident giving rise to such benefits.

Health and Welfare Benefits. (a) Buyer The CCBCC Parties shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s the CCBCC Parties’ “employee welfare benefit plan” to the same extent as Buyer’s the CCBCC Parties’ other employees. Buyer The CCBCC Parties shall take all action necessary to ensure that, to the extent permitted under Buyer’s the CCBCC Parties’ “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller the CCBCC Parties or an Affiliate of Sellerthe CCBCC Parties. Within thirty (30) days after the Closing Date, Seller CCBC United will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s the CCBCC Parties’ “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer years as set forth in Schedule 1 attached hereto with respect to the item captions “Medical/Dental/Vision/Rx.” CCBC United and Seller the CCBCC Parties will share equally the cost costs and expense expenses of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement cash payment and the CCBCC Parties will pay by wire transfer in immediately available funds to Nonrepresented Transferred Employees who are adversely affected by CCBC United the loss of retiree medical benefits as a result of amount allocated to the Closing and will bear one hundred percent (100%) of CCBCC Parties at the cost of this payment (if applicable)Closing.

Health and Welfare Benefits. (a) Buyer The District shall take provide health and welfare benefits to all action necessary to ensure that Classified Bargaining Unit Members as per District negotiated coverage plans as per this Article. The District shall cover the Nonrepresented Transferred Employees increased premiums for full-time members and the pro-rated share for part-time members who are participating. Any change in provider or substantial increase in premium will be eligible subject to participate meet and negotiate. The District will reimburse Classified Bargaining Unit Members with a district-employed spouse their qualified co-payment expenses (excluding taxable pharmaceutical items and dental and vision co-payments) provided, however, the reimbursements to spouses with part-time employment shall be based on the percentage of District paid benefit established in Buyer’s “employee welfare benefit plan” Schedule A. In order for medical co-payments to be reimbursable, they must be directly related to medical procedures or services within coverage guidelines and for a facility inside the same extent as Buyer’s other employeesprovider network. Buyer shall take all action necessary In order for medical co-payments to ensure thatbe reimbursable, to receipts must be received by the extent permitted under Buyer’s “employee welfare benefit plan” District within twelve (within 12) months from the meaning date of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees the receipt transaction. Receipts presented for reimbursement after the Closingtwelve (12)-month window may be considered by the District, such plans shall in its discretion, if a severe or pervasive circumstance prevented the employee from submitting the receipts in a timely manner. Under no circumstances will reimbursement older than twenty-four (i24) waive any pre-existing condition exclusions, months be considered. Reimbursements will be paid within sixty (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (3060) days after the Closing Date, Seller will make available to Nonrepresented Transferred of submission. Employees a eligible for less than 100% of full-time benefits shall select either one-time cash payment to offset higher costs for party, two-party or three-party (family) coverage under one of the plans listed below. Such employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and shall be eligible for hire by Buyer. Buyer will not offer retiree medical benefits District contribution to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment the premium for the plan selected according to Nonrepresented Transferred Employees who are adversely affected by the loss number of retiree medical benefits hours worked as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).stated in Schedule A.

Health and Welfare Benefits. (a1) Buyer Regular part-time employees who have completed their probationary period and who have worked a minimum of four hundred (400) hours in the previous year shall take be permitted to avail of any or all action necessary to ensure that of the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” following benefits: Basic Medical (MSP), Extended Health Benefits and Dental Plan Benefits pursuant to the same extent as Buyerapplicable Benefit Carrier’s other employees. Buyer shall take all action necessary to ensure thatPlan, to provided the extent permitted under Buyer’s “regular part- time employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear pays one hundred percent (100%) of the cost costs for such coverage. Employee eligibility for benefits will always be subject to the terms and conditions set out in the Benefit Carrier’s Plan. Wherever there is a discrepancy between the Collective Agreement language and the Benefit Carrier’s Plan requirements, the Benefit Carrier’s Plan will prevail. To remain eligible to avail of this option an employee must continue to work a minimum of four hundred (400) hours each year. (2) The regular enrolment period for part-time employees is four (4) months from the date in which seniority has been reached. Enrolled employees will be responsible for paying the fees, effective the subsequent month following the date in which seniority has been reached. (3) Employees may apply to the applicable Benefits Carrier for enrolment outside of the regular enrolment period as a “late applicant”. Eligibility for late enrolment will always be subject to the discretion of the Benefits Carrier. (4) A regular part-time employee who has purchased benefits under this Article 23.4(a) and who is unable to maintain the above four hundred (400) hours worked eligibility requirement as a result of bona fide medical reasons (proof of illness or injury may be required by the Employer) shall not be disqualified from eligibility as a result of the failure to work the requisite hours for that reason. (5) Regular part-time employees who avail of this option must take the benefit(s) in question for the full twelve (12) consecutive month period and they must pay for such benefits(s) in advance no later than the start of each month. (6) Regular part-time employees who avail of any benefit under this section and who default on the required advance monthly payment shall have all benefits cancelled. They shall be eligible to re-establish benefit coverage in accordance with the terms of this section, provided they repay all premium amounts for the period between the date of the default to the date coverage is re-established. Regular part-time employees who default a second time shall not thereafter be permitted to avail of benefits under this section. (if applicable)7) Regular part-time employees who are purchasing benefits under this Article [23.4 (a) as at October 12, 2011 shall be exempt from the above requirement to work a minimum of four hundred (400) hours in each year in order to maintain such benefit coverage, provided that they do not let their current benefit coverage lapse. These employees who let their current benefit coverage lapse shall be required thereafter to work a minimum of four hundred (400) hours in the previous year to re-establish such benefit coverage and they shall thereafter be required to work a minimum of four hundred (400) hours each year to maintain such re-established coverage.

Health and Welfare Benefits. Sellers shall be responsible for all (a) Buyer shall take all action necessary to ensure that the Nonrepresented Transferred Employees will be eligible to participate medical, vision, dental and prescription drug claims for expenses incurred by any Applicable Employee or his or her dependents, (b) claims for short-term and long-term disability income benefits incurred by any Applicable Employee and (c) claims for group life, travel and accident and accidental death and dismemberment insurance benefits incurred by any Applicable Employee, in Buyer’s “employee welfare benefit plan” each case, prior to the same extent as Buyer’s other employeesClosing. Buyer Purchaser shall take be, or shall cause its Affiliates to be, responsible for all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive medical, vision, dental and prescription drug claims for expenses incurred by any pre-existing condition exclusionsContinuing Employee or his or her dependents, (ii) waive claims for short-term and long-term disability income benefits incurred by any proof of insurability, Continuing Employee and (iii) recognizeclaims for group life, travel and accident and accidental death and dismemberment insurance benefits incurred by any Continuing Employee, in each case, on or after the Closing. Except in the event of any claim for workers compensation benefits, for purposes of satisfying any deductibles this Agreement, the following claims and out-of-pocket amounts maximums during the plan year in which the Closing Date occursliabilities shall be deemed to be incurred as follows: (x) medical, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health vision, dental or other insurance plan of Seller or an Affiliate of Seller. Within thirty prescription drug benefits (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicableincluding hospital expenses), calculated upon provision of the services, materials or supplies comprising any such benefits and (y) short- and long-term disability, life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, illness, injury or accident giving rise to such benefits. Sellers shall be responsible for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan all claims for workers compensation benefits that are incurred prior to the Closing Date may elect retiree medical by any Applicable Employee to the extent such claims are covered under a workers’ compensation plan or policy maintained or owned by Sellers or their Affiliates. Purchaser and its Affiliates shall be responsible for all claims for workers compensation benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who that are adversely affected by the loss of retiree medical benefits as a result of incurred on or after the Closing by any Continuing Employee to the extent such claims are covered under a workers’ compensation plan or policy maintained or owned by Purchaser or its Affiliates. A claim for workers compensation benefits shall be deemed to be incurred when the event giving rise to the claim (the “Workers Compensation Event”) occurs. If the Workers Compensation Event occurs over a period both preceding and will bear one hundred percent (100%) following the Closing, the claim shall be the responsibility and liability of the cost of this payment (if applicable)Purchaser.

Health and Welfare Benefits. A. TEAMCARE. Effective on [date to be determined], the Company shall participate in and will contribute to the Central States, Southeast Areas Health and Welfare Fund (ahereinafter referred to as “TEAMCARE”) Buyer for all Employees (including Technicians and Related and Flight Simulator Technicians and Related) now or hereafter covered under this Agreement (excluding Guam-based Employees). Notwithstanding the foregoing, however, Employees who had opted out of and were therefore not covered for any one or more of medical, dental, and/or vision benefits from the Company immediately prior to the effective date of this Agreement may choose not to be covered by TEAMCARE benefits, but they may elect to opt into and receive TEAMCARE benefits any time after [date to be determined] during any subsequent annual enrollment period or in the event of a qualifying family status change. However, no Employee who opts out of TEAMCARE benefits as described in the previous sentence shall be eligible for Company-sponsored medical, dental, or vision benefits on or after [date to be determined]. Employees who were covered for medical, dental, and vision benefits (all three) from the Company immediately preceding the effective date of this Agreement and all Employees who begin working under this Agreement after the effective date of this Agreement will be covered for medical, dental, and vision benefits provided by TEAMCARE on or after [date to be determined], as applicable. Once covered under TEAMCARE, an Employee will be permitted to change coverage tier but will not be permitted to completely opt out of TEAMCARE coverage and must maintain at a minimum Employee Only coverage. The Union shall appoint a representative to assist Employees with any TEAMCARE issues and to serve as the Union and the Employees’ liaison with TEAMCARE. B. Guam-based Employees. Guam-based Employees will continue to participate in Company provided medical, dental and vision plans. The actuarial value of benefits for Guam-based Employees will be no less than the benefits provided by the Company in calendar year 2015. The Employee contribution for Guam-based Employees will be twenty percent (20%) of the total contribution rate for such coverage. Rates for Guam-based Employees will be determined based upon the claims experience of all Guam- based employees of the Company covered under Guam-based medical plans. In no event shall the Employee contribution for Guam-based Employees increase by more than nine percent (9%) year-over-year. The Plans provided by the Company will take all action necessary the place of TEAMCARE for the purposes of Article 16.9.B. Guam-based Employees will also be eligible for Extended Illness Status (hereinafter referred to ensure that the Nonrepresented Transferred as “EIS” benefits under Article 16.8. Unless prohibited by applicable law, Guam-based Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted HRA/RHA VEBA Plan under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties16.13. (b) Nonrepresented Business Employees who meet the eligibility requirements under Seller’s retiree medical plan prior to the Closing Date may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable).

Health and Welfare Benefits. (a) Buyer The Purchaser shall take be responsible for all action necessary to ensure that amounts payable by reason of, or in connection with, any and all medical, dental and disability claims made by Business Employees under the Nonrepresented Transferred Employees will be eligible to participate in Buyer’s “employee welfare benefit plan” to the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure thatPurchaser's medical, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees dental or disability plans for claims incurred after the Closing, and the Seller shall retain responsibility for all such plans shall claims incurred under the Pearson Plans prior to the Closing. For purposes of the foregoing, (i) a medical/ dental claim shall be considered incurred when the medical services are rendered or medical supplies are provided, and (ii) a disability claim shall be considered incurred on the date that the affected employee becomes unable to perform the duties of his or her job. (b) The Purchaser shall waive limitations on benefits relating to any pre-existing condition exclusions, (ii) waive any proof of insurability, conditions and (iii) recognize, for purposes of satisfying any deductibles annual deductible and out-of-pocket amounts maximums during limits under its medical and dental plans, deductible and out-of-pocket expenses paid by Business Employees and their respective dependents under the plan Seller's medical and dental plans in the calendar year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within thirty (30) days after the Closing Date, Seller will make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated for a period of two (2) years. Buyer and Seller will share the cost and expense of providing such payment as mutually agreed by the parties. (bc) Nonrepresented Business Employees who meet As of the eligibility requirements under Seller’s retiree medical plan prior Closing, the Purchaser shall assume, or cause the Company or one its Affiliates to assume, the Closing Date may elect obligations of the Seller and its Affiliates for the provision of retiree medical benefits under such plan, and be eligible for hire the plans listed in Section 3.13(b) of the Disclosure Schedule (whether through participation in the Purchaser's equivalent plans or by Buyer. Buyer will not offer establishing a new retiree medical benefits plan) to Nonrepresented Transferred Employeesall Business Employees and their eligible dependents (upon becoming eligible to begin receiving such benefits). The Seller will make available a one-time reimbursement payment shall assume or cause one of its Affiliates to Nonrepresented Transferred Employees who are adversely affected by assume, the loss obligations of the Seller and its Affiliates (including that of the Company) for the provision of retiree medical benefits as for all Former Business Employees and their eligible dependents who are eligible to receive such benefits. (d) The Seller shall assume, or cause one of its Affiliates to assume, the obligation to provide continuation health care coverage to all Business Employees and their qualified beneficiaries who incur a result qualifying event before the Closing Date in accordance with the continuation health care coverage requirements of Section 4980B of the Closing Code and will bear one hundred percent Title I, Subtitle B, Part 6 of ERISA (100%) of the cost of this payment (if applicable"COBRA").

Health and Welfare Benefits. Effective April 1, 1998, contributions , as set forth on page 35 must be made to the Central States, Southeast and Southwest Areas Health and Welfare Fund, or other applicable fund, for each week in which a regular employee works or is compensated at least two (a2) Buyer shall take all action necessary to ensure that days or tours of duty in the Nonrepresented Transferred Employees contribution week. For regular employees who work or are compensated one (1) day or tour of duty in the contribution week, the contribution rate will be eligible $34.00. This provision shall only apply to participate in Buyer’s “employee welfare benefit plan” to regular employees covered by this Agreement who have been on the same extent as Buyer’s other employees. Buyer shall take all action necessary to ensure that, to the extent permitted under Buyer’s “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) covering Nonrepresented Transferred Employees after the Closing, such plans shall (i) waive any pre-existing condition exclusions, (ii) waive any proof of insurability, and (iii) recognize, for purposes of satisfying any deductibles and out-of-pocket amounts maximums during the plan year in which the Closing Date occurs, any payments made by any Nonrepresented Transferred Employee toward deductibles and out-of-pocket maximums in any health or other insurance plan of Seller or an Affiliate of Seller. Within payroll thirty (30) days after or more. If an employee is absent because of illness or off-the-job injury and notifies the Closing DateEmployer of such absence, Seller will the Employer shall continue to make available to Nonrepresented Transferred Employees a one-time cash payment to offset higher costs for employees in Buyer’s “employee welfare benefit plans” (if applicable), calculated the required full weekly contributions for a period of two four (24) yearsweeks beginning with the first week after contributions for active employment cease. Buyer and Seller will share If an employee is injured on the cost and expense Job, the Employer shall continue to pay the required full weekly contributions until such employee returns to work; however, such contributions shall not be for a period of providing such payment as mutually agreed by more than twelve (12) months beginning with the parties. (b) Nonrepresented Business Employees who meet first week after contributions for active employment cease. If an employee is granted a leave of absence, the eligibility requirements under Seller’s retiree medical plan Employer shall collect from said employee, prior to the Closing Date leave of absence being effective, sufficient monies to pay the required full weekly contributions into the Health and Welfare Fund during the period of absence. The Employer shall pay the full weekly health and welfare contribution for any active employee on the seniority list who is available for work the entire contribution week. Disputes or questions of interpretation concerning requirement to make contributions on behalf of particular employees or classifications of employees shall be submitted directly to the Conference Joint Area Committee by either the Employer, the Local Union, or the Trustees. In the event of such referral, the Employer shall not be deemed to be delinquent, while the matter is being considered, but if the Conference Joint Area Committee, by majority vote, determines that contributions are required, the Employer shall pay to the Trust Fund the amounts due together with any other charges uniformly applicable to past due contributions. The Conference Joint Area Committee may elect retiree medical benefits under such plan, and be eligible for hire by Buyer. Buyer will not offer retiree medical benefits to Nonrepresented Transferred Employees. Seller will make available a one-time reimbursement payment to Nonrepresented Transferred Employees who are adversely affected by also determine whether the loss of retiree medical benefits as a result of the Closing and will bear one hundred percent (100%) of the cost of this payment (if applicable)Employer's claim was bona fide.