Levels of Compensation and Benefits for Non-Bargained Spinco Employees. (a) Spinco and the Company shall provide, or shall cause to be provided, to each Spinco Employee who is not covered by a CBA (i) until the one year anniversary of the Business Transfer Time, an annual rate of base salary, or hourly wage rate for hourly employees, that is not less than the annual rate of base salary or hourly wage rate, as the case may be, as was provided to such Spinco Employee immediately before the Business Transfer Time (or if greater, such base compensation approved in the ordinary course, but not yet implemented, by Parent), (ii) for 2012, (A) subject to Section 4.2 of this Agreement, a Company annual cash incentive opportunity at Parent target payment levels in effect for such Spinco Employee immediately before the Business Transfer Time, and (B) a Company equity compensation plan award opportunity not less favorable to the Spinco Employee than is then generally available to other similarly situated employees of the Company in 2012, and (iii) all other generally available compensation (including without limitation, following the periods described in clauses (i) and (ii), base compensation, annual cash incentive opportunity, and equity compensation plan participation), benefits, and terms of employment that, subject to ordinary cyclical adjustments generally applicable to similarly situated employees of the Company, are comparable to such compensation, benefits and terms of employment provided to similarly situated employees of the Company and its Subsidiaries.
Levels of Compensation and Benefits for Non-Bargained Spinco Employees. For a period of one year following the Effective Time, Spinco shall provide, or shall cause to be provided by the applicable member of the Spinco Group, to each Current Spinco Employee who is not covered by a CBA (a) base compensation and bonus opportunities that, in each case, are no less favorable in the aggregate than were provided to the Current Spinco Employee immediately before the Effective Time; provided, however, that during such one year period the base compensation of each Current Spinco Employee shall be at least equal to such Current Spinco Employee’s base compensation immediately prior to the Effective Time; and (b) all other compensation and benefits that are no less favorable in the aggregate than the other compensation and benefits provided to such Current Spinco Employee immediately prior to the Effective Time; provided, however, that Spinco’s obligations under this Section 3.2 with respect to health, dental, prescription drug, life insurance, disability, flexible spending, accident and sickness benefits shall apply until December 31, 2013. For the one year period following the Effective Time, Spinco shall provide, or shall cause to be provided to each Current Spinco Employee who is not covered by a CBA severance benefits that are no less favorable than the severance benefits provided to the Current Spinco Employee immediately before the Effective Time (giving effect, for the avoidance of doubt, to the service credit provisions set forth in Section 3.3). In addition to the foregoing, Spinco shall, and shall cause the Spinco Group to, comply with applicable Law regarding compensation and benefits of the Spinco Employees who are not covered by a CBA.
