Common use of Non-U.S. Employee Benefits Clause in Contracts

Non-U.S. Employee Benefits. (a) Freescale shall cause its Affiliates to establish or maintain the Freescale Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable law, in accordance with Section 1.5 hereof. (b) Immediately prior to the Reorganization Date (or such later date as provided in Schedule 3.2 or in subsequent written agreements between the Parties for the adoption of the Freescale Non-U.S. Plan of the same type), Motorola and/or its Affiliates shall cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any other Freescale Affiliate employee under any pension, retirement, medical, dental, disability, severance, life insurance, accident insurance or other retirement or health or welfare benefit plan, program or policy which is maintained by Motorola or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Motorola or its Affiliates in accordance with the next following sentence, the coverages shall so cease immediately prior to the applicable date described in the immediately preceding sentence. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Motorola and Freescale agree in writing that any such coverages shall continue after said applicable date for other purposes not inconsistent with applicable law, Motorola and/or its Affiliates shall continue to provide coverage for any Non-U.S. Transferred Employee and any other non-U.S. Freescale Affiliate employee under any benefit plans, programs or policies maintained by Motorola or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and Freescale and its Affiliates shall indemnify Motorola and its Affiliates and reimburse them for any and all expenses incurred under said plans in respect of such continuation of coverage on and after the aforesaid date. Such reimbursement shall be made within 30 days after Freescale or its Affiliate receives from Motorola or its Affiliate an itemized statement setting forth the types and amounts of said expenses. Schedule 3.2 sets forth the Motorola Non-U.S. Plans in which Non-U.S. Transferred Employees and any other non-U.S. Freescale Affiliate employees will continue to participate on and after the Reorganization Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease. (c) On the Reorganization Date, through the last day of the calendar year that includes the Reorganization Date, Freescale shall assume and fulfill, and shall cause its Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively “Paid Leave Days”) of Motorola and its Affiliates immediately prior to the Reorganization Date with regard to Non-U.S. Transferred Employees and any other Freescale Affiliate employees, including allowing Non-U.S. Transferred Employees and any other Freescale Affiliate employee to use and be paid for their accrued but unused Paid Leave Days. For calendar years beginning after the Reorganization Date and subject to Section 3.3 below and the requirements of governing law, Non-U.S. Transferred Employees and any other Freescale Affiliate employees will be entitled to accrue and use Paid Leave Days only in accordance with the policies and procedures of Freescale or its Affiliates applicable to similarly situated employees; provided, that where legally permissible each such Non-U.S. Transferred Employee shall be entitled once employed by Freescale or its Affiliates to no less Paid Leave Days for any such year than that to which he or she would have been entitled at Motorola or the applicable Motorola Affiliate for the calendar year that included the Reorganization Date.

Non-U.S. Employee Benefits. (a) Freescale shall SpinCo or Mobility, as the case may be, will cause its Affiliates to establish or maintain the Freescale SpinCo Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable lawlaw and Section 3.1(a). To the extent any Non-U.S. Transferred Employees or Other Non-U.S. SpinCo Employees continue to participate in any Employee Benefit Plans maintained by Motorola or any of its Affiliates during the period from the SpinCo Employment Date to the Distribution Date, SpinCo, Mobility, and their applicable Affiliates will indemnify Motorola and its Affiliates and reimburse them for any and all expenses incurred under said plans in accordance respect of such continuation of coverage. For purposes of the preceding sentence, “expenses” shall be deemed to refer to the cost of any claims as well as any amounts paid by Motorola and its Affiliates to third parties in connection with Section 1.5 hereofsuch coverage. (b) Immediately prior to As of 11:59 p.m. on the Reorganization day preceding the Distribution Date (or such later date as provided in Schedule 3.2 or in subsequent written agreements between the Parties parties for the adoption of the Freescale SpinCo Non-U.S. Plan of the same type), Motorola and/or its Affiliates shall will cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any other Freescale Affiliate employee Other Non-U.S. SpinCo Employee under any pension, retirement, medical, dental, disability, severance, life insurance, accident insurance or other retirement or health or welfare benefit plan, program or policy which is Employee Benefit Plans maintained by Motorola or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Motorola or its Affiliates in accordance with the next immediately following sentence, the coverages shall will so cease immediately prior to the applicable date described in the immediately preceding sentenceDistribution Date. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Motorola and Freescale SpinCo or Mobility, as the case may be, agree in writing that any such coverages shall will continue after said applicable date for other purposes not inconsistent with applicable law, Motorola and/or its Affiliates shall will continue to provide coverage for any Non-U.S. Transferred Employee and any other nonOther Non-U.S. Freescale Affiliate employee SpinCo Employee under any benefit plans, programs or policies maintained by Motorola or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and Freescale SpinCo, Mobility, and its their Affiliates shall will indemnify Motorola and its Affiliates and reimburse them for any and all expenses (as defined in Section 3.2(a) above) incurred under said plans in respect of such continuation of coverage on and after the aforesaid date. Such reimbursement shall Reimbursement under this Section 3.2(b) will be made within 30 days after Freescale SpinCo, Mobility, or its their applicable Affiliate receives from Motorola or its applicable Affiliate an itemized statement setting forth the types and amounts of said expenses. Schedule 3.2 sets forth the Motorola Non-U.S. Plans in which Non-U.S. Transferred Employees and any other nonOther Non-U.S. Freescale Affiliate employees SpinCo Employees will continue to participate on and after the Reorganization Distribution Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease. (c) On During the Reorganization period from the SpinCo Employment Date through 11:59 p.m. on the day preceding the Distribution Date, through the last day of the calendar year that includes the Reorganization Date, Freescale shall SpinCo and Mobility will assume and fulfill, and shall will cause its their Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively collectively, “Paid Leave Days”) of Motorola and its Affiliates immediately prior to the Reorganization SpinCo Employment Date with regard to Non-U.S. Transferred Employees and any other Freescale Affiliate employeesOther Non-U.S. SpinCo Employees, including allowing Non-U.S. Transferred Employees and any other Freescale Affiliate employee Other Non-U.S. SpinCo Employees to use and be paid for their accrued but unused Paid Leave Days. For calendar years beginning On and after the Reorganization Distribution Date and subject to Section 3.3 below and the requirements of governing applicable law, Non-U.S. Transferred Employees and any other Freescale Affiliate employees Other Non-U.S. SpinCo Employees will be entitled to accrue and use Paid Leave Days only in accordance with the policies and procedures of Freescale SpinCo, Mobility, or its their Affiliates applicable to similarly situated employees; provided, that where legally permissible each such Non-U.S. Transferred Employee shall be entitled once employed by Freescale or its Affiliates to no less Paid Leave Days for any such year than that to which he or she would have been entitled at Motorola or the applicable Motorola Affiliate for the calendar year that included the Reorganization Date.

Non-U.S. Employee Benefits. (a) Freescale shall cause its Affiliates to establish or maintain the Freescale Non-U.S. Plans and such other employee benefit plans outside of the United States as may be required by applicable law, in accordance with Section 1.5 hereof. (b) Immediately prior to the Reorganization Date (or such later date as provided in Schedule 3.2 or in subsequent written agreements between the Parties for the adoption of the Freescale Non-U.S. Plan of the same type), Motorola and/or its Affiliates shall cease all responsibility or liability with respect to coverage for any Non-U.S. Transferred Employee and any other Freescale Affiliate employee under any pension, retirement, medical, dental, disability, severance, life insurance, accident insurance or other retirement or health or welfare benefit plan, program or policy which is maintained by Motorola or any of its Affiliates. To the extent such coverages are permitted to cease under applicable law and are not continued by Motorola or its Affiliates in accordance with the next following sentence, the coverages they shall do so cease immediately prior to the applicable date described in the immediately preceding sentence. To the extent (i) such coverages are required to continue on or beyond said applicable date under applicable law or (ii) Motorola and Freescale agree in writing that any such coverages shall continue after said applicable date for other purposes not inconsistent with applicable law, Motorola and/or its Affiliates shall continue to provide coverage for any Non-U.S. Transferred Employee and any other non-U.S. Freescale Affiliate employee under any benefit plans, programs or policies maintained by Motorola or any of its Affiliates on and after the aforesaid date to the extent so required or agreed, and Freescale and its Affiliates shall indemnify Motorola and its Affiliates and reimburse them for any and all expenses incurred under said plans in respect of such continuation of coverage on and after the aforesaid date. Such reimbursement shall be made within 30 days after Freescale or its Affiliate receives from Motorola or its Affiliate an itemized statement setting forth the types and amounts of said expenses. Schedule 3.2 sets forth the Motorola Non-U.S. Plans in which Non-U.S. Transferred Employees and any other non-U.S. Freescale Affiliate employees will continue to participate on and after the Reorganization Date or such other applicable date, as well as the anticipated date on which their participation in such plans will cease. (c) On the Reorganization Date, through the last day of the calendar year that includes the Reorganization Date, Freescale shall assume and fulfill, and shall cause its Affiliates to assume and fulfill, in a timely manner, all of the accrued obligations and liabilities relating to the vacation, annual leave, and holiday policies (collectively “Paid Leave Days”) of Motorola and its Affiliates immediately prior to the Reorganization Date with regard to Non-U.S. Transferred Employees and any other Freescale Affiliate employees, including allowing Non-U.S. Transferred Employees and any other Freescale Affiliate employee to use and be paid for their accrued but unused Paid Leave Days. For calendar years beginning after the Reorganization Date and subject to Section 3.3 below and the requirements of governing law, Non-U.S. Transferred Employees and any other Freescale Affiliate employees will be entitled to accrue and use Paid Leave Days only in accordance with the Freescale’s own policies and procedures of Freescale or its Affiliates applicable to similarly situated employees; provided, that where legally permissible each such Non-U.S. Transferred Employee shall be entitled once employed by Freescale or its Affiliates to no less Paid Leave Days for any such year than that to which he or she would have been entitled at Motorola or the applicable Motorola Affiliate for the calendar year that included the Reorganization Date.