Common use of Other Employee Plans Clause in Contracts

Other Employee Plans. (a) Newco shall, as of the Closing Date, assume all obligations and liabilities of Lockheed Xxxxxx and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under the Deferred Management Incentive Compensation Plan. (b) Newco shall, as of the Closing Date, assume all obligations and liabilities (including, without limitation, all obligations and liabilities attributable to the period prior to the Closing Date) of Lockheed Xxxxxx and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under each Employee Plan and Benefit Arrangement not covered under Sections X.00, X.00, X.00, X.00, X.00, G.10(a) and G.10(c) and shall be a successor employer with respect to such plans; provided, however, that with respect to obligations and liabilities to Camden Transferees arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under a 97 Benefit Arrangement or Employee Plan disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Effective Date. (c) With respect to each Employee Plan and Benefit Arrangement (other than those referred to in Sections X.00, X.00, X.00, X.00, X.00 and G.10(a)), including any employment agreement, that covers only Transferred Employees and/or Transferred Beneficiaries ("Transferred Benefit Plans"), Lockheed Xxxxxx and Newco shall cause each Transferred Benefit Plan to be amended to provide that sponsorship and maintenance thereof shall be transferred as of the Closing Date to Newco and Newco shall assume all obligations and liabilities of Lockheed Xxxxxx and its Affiliates with respect to each such plan (including liabilities with respect to Transferred Beneficiaries), and shall become responsible for all acts, omissions and transactions under or in connection with the Transferred Benefit Plans, whether arising before or after Closing; provided, however, that with respect to obligations and liabilities to Camden Transferees under or otherwise arising in connection with an Employee Plan or Benefit Arrangement arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under an Employee Plan or Benefit Arrangement disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Closing Date. Effective as of the Closing Date, Lockheed Xxxxxx and/or its Affiliates shall cease to sponsor, administer or contribute to the Transferred Benefit Plans and thereby cease to be responsible for any acts, omissions and transactions under or in connection with any such Transferred Benefit Plan, whether occurring before or after Closing. Except as otherwise agreed to by the parties or as it relates solely to an Individual Purchaser, Lockheed Xxxxxx agrees to transfer any assets which are separately identifiable or attributable to the Employee Plans and Benefit Arrangements described in this Section G.10(c). (d) As of the Closing Date, Transferred Employees and Transferred Beneficiaries shall cease to accrue or enjoy benefits under any Employee Plans and Benefit Arrangements (excluding those referred to in Sections G.05(b), G.06(b), X.00, X.00, X.00 and G.10(c)) and shall commence accrual of benefits and participation in those employee compensation and benefit plan and arrangements maintained by Newco pursuant to Section G.03. (e) For any full or partial contract year or plan year prior to the Closing Date of any Employee Plan or Benefit Arrangement covering Transferred Employees or Transferred Beneficiaries (other than Camden Transferees): (i) Lockheed Xxxxxx agrees to carve out and transfer to the corresponding Newco plan, any surpluses, refunds or rebates received by or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement and (ii) Newco agrees to transfer to the corresponding Lockheed Xxxxxx Plan an amount equal to any deficit charged to or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement, in either case that is attributable to Transferred Employees and/or Transferred Beneficiaries. (f) The flexible spending accounts established on behalf of the Transferred Employees and Transferred Beneficiaries in accordance with Section G.03(a) will be maintained through the end of the applicable plan year in which the Closing occurs in a manner that ensures that each Transferred Employee and Transferred Beneficiary receives no more and no less than he or she would have received had the Contemplated Transactions not occurred. Lockheed Xxxxxx and Newco shall coordinate management of their respective flexible spending accounts to achieve this result. As soon as practicable following the close of the 1997 plan year, Lockheed Xxxxxx and Newco shall reconcile flexible spending account balances so as to achieve an equitable result as between Lockheed Xxxxxx and Newco.

Other Employee Plans. (a) Newco shall, as of the Closing Date, assume all obligations and liabilities of Lockheed Xxxxxx Martin and its Affiliates in respect rexxxxx of Transferred Employees and Transferred Beneficiaries under the Deferred Management Incentive Compensation Plan. (b) Newco shall, as of the Closing Date, assume all obligations and liabilities (including, without limitation, all obligations and liabilities attributable to the period prior to the Closing Date) of Lockheed Xxxxxx Martin and its Affiliates in respect of Transferred respecx xx Xransferred Employees and Transferred Beneficiaries under each Employee Plan and Benefit Arrangement not covered under Sections X.00G.05, X.00G.06, X.00G.07, X.00G.08, X.00G.09, G.10(aG.10(x) and G.10(cxxx X.00(x) and shall be a xxx xxxxx xx x successor employer with respect to such plans; provided, however, that with respect to obligations and liabilities to Camden Transferees arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under a 97 Benefit Arrangement or Employee Plan disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Effective Date. (c) With respect to each Employee Plan and Benefit Arrangement (other than those referred to in Sections X.00G.05, X.00G.06, X.00G.07, X.00G.08, X.00 G.09 and G.10(aG.00(x)), including any employment xxxxxxxxx xxx xxxxxyment agreement, that covers only Transferred Employees and/or Transferred Beneficiaries ("Transferred Benefit Plans"), Lockheed Xxxxxx Martin and Newco shall cause each Transferred Xxxxxferred Benefit Plan to be amended to provide that sponsorship and maintenance thereof shall be transferred trans- ferred as of the Closing Date to Newco and Newco shall assume all obligations and liabilities of Lockheed Xxxxxx Martin and its Affiliates with respect to resxxxx xo each such plan (including liabilities with respect to Transferred Beneficiaries), and shall become responsible for all acts, omissions and transactions under or in connection with the Transferred Benefit Plans, whether arising before or after Closing; provided, however, that with respect to obligations and liabilities to Camden Transferees under or otherwise arising in connection with an Employee Plan or Benefit Arrangement arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under an Employee Plan or Benefit Arrangement disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Closing Date. Effective as of the Closing Date, Lockheed Xxxxxx Martin and/or its Affiliates shall cease xxxxx to sponsor, administer or contribute to the Transferred Benefit Plans and thereby cease to be responsible for any acts, omissions and transactions under or in connection with any such Transferred Benefit Plan, whether occurring before or after Closing. Except as otherwise agreed to by the parties or as it relates solely to an Individual Purchaser, Lockheed Xxxxxx Martin agrees to transfer any assets which xxxxx are separately identifiable or attributable to the Employee Plans and Benefit Arrangements described in this Section G.10(c). (d) As of the Closing Date, Transferred Employees and Transferred Beneficiaries shall cease to accrue or enjoy benefits under any Employee Plans and Benefit Arrangements (excluding those referred to in Sections G.05(b), G.06(b), X.00G.07, X.00G.08, X.00 G.09 and G.10(c)) and shall commence accrual sxxxx xxxxxxxx xxxrual of benefits and participation in those employee compensation and benefit plan and arrangements maintained by Newco pursuant to Section G.03. (e) For any full or partial contract year or plan year prior to the Closing Date of any Employee Plan or Benefit Arrangement covering Transferred Employees or Transferred Beneficiaries (other than Camden Transferees): (i) Lockheed Xxxxxx Martin agrees to carve out and transfer traxxxxx to the corresponding Newco plan, any surpluses, refunds or rebates received by or attributable to Lockheed Xxxxxx Martin for any Employee Plan or Benefit Arrangement Benxxxx Xrrangement and (ii) Newco agrees to transfer to the corresponding Lockheed Xxxxxx Martin Plan an amount equal to any deficit xxxxxxt charged to or attributable to Lockheed Xxxxxx Martin for any Employee Plan or Benefit Xxxxxit Arrangement, in either case that is attributable to Transferred Employees and/or Transferred Beneficiaries. (f) The flexible spending accounts established on behalf of the Transferred Employees and Transferred Beneficiaries in accordance with Section G.03(a) will be maintained through the end of the applicable plan year in which the Closing occurs in a manner that ensures that each Transferred Employee and Transferred Beneficiary receives no more and no less than he or she would have received had the Contemplated Transactions not occurred. Lockheed Xxxxxx Martin and Newco shall coordinate management xxxxxxment of their respective flexible spending accounts to achieve this result. As soon as practicable following the close of the 1997 plan year, Lockheed Xxxxxx Martin and Newco shall reconcile flexible fxxxxxxe spending account balances so as to achieve an equitable result as between Lockheed Xxxxxx Martin and Newco.

Other Employee Plans. Other than with respect to the Affiliate Plans covered in Section IV.09 above, (a) Newco LM shall retain all obligations and liabilities under the Employee Plans and Benefit Arrangements in respect of any employee or prior employee (including any beneficiary or dependent thereof) who is not a Transferred Employee. (b) The Company shall, as of the Closing Date, assume all obligations and liabilities of Lockheed Xxxxxx and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under the Deferred Management Incentive Compensation Plan. (b) Newco shall, as of the Closing Date, assume or cause to be assumed all obligations and liabilities (including, without limitation, all obligations and liabilities attributable to the period prior to the Closing Date) of Lockheed Xxxxxx LM and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under each Employee Plan and Benefit Arrangement not covered under Sections X.00, X.00, X.00, X.00, X.00, G.10(a) and G.10(c) and shall be a successor employer with respect to such plans; provided, however, that with respect to Section IV.06 or IV.07 (other than any obligations and liabilities to Camden Transferees arising from events occurring prior relating to the Closing DateLM Supplemental Savings Plan, Newco shall assume such which obligations and liabilities only to the extent that they (i) arise under a 97 Benefit Arrangement or Employee Plan disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Effective Date. (c) With respect to each Employee Plan and Benefit Arrangement (other than those referred to in Sections X.00, X.00, X.00, X.00, X.00 and G.10(a)), including any employment agreement, that covers only Transferred Employees and/or Transferred Beneficiaries ("Transferred Benefit Plans"), Lockheed Xxxxxx and Newco shall cause each Transferred Benefit Plan to be amended to provide that sponsorship and maintenance thereof shall be transferred as of retained by LM); provided that the Closing Date Company does not agree to Newco and Newco shall assume all any obligations and liabilities of Lockheed Xxxxxx and its Affiliates with respect to each such plan (including liabilities with respect to Transferred Beneficiaries), any deferred bonuses; and shall become responsible for all acts, omissions and transactions under or in connection with the Transferred Benefit Plans, whether arising before or after Closing; provided, however, provided further that with respect to obligations and liabilities to Camden Transferees under or otherwise arising in connection with an Employee Plan or Benefit Arrangement arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under an Employee Plan or Benefit Arrangement disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Closing Date. Effective as of the Closing Date, Lockheed Xxxxxx and/or its Affiliates shall cease to sponsor, administer or contribute to the Transferred Benefit Plans and thereby cease to be responsible for any acts, omissions and transactions under or in connection with any such Transferred Benefit Plan, whether occurring before or after Closing. Except as otherwise agreed to by the parties or as it relates solely to an Individual Purchaser, Lockheed Xxxxxx agrees to transfer any assets which are separately identifiable or attributable to the Employee Plans and Benefit Arrangements described in this Section G.10(c). (d) As of on the Closing Date, Transferred Employees and Transferred Beneficiaries shall cease to accrue or enjoy benefits under any the Employee Plans and Benefit Arrangements (excluding those referred to in Sections G.05(b), G.06(b), X.00, X.00, X.00 and G.10(c)) and shall commence accrual of benefits and participation in those employee compensation and benefit plan and arrangements maintained by Newco the Company pursuant to Section G.03IV.04. (c) Without limiting the generality of Section IV.10(b), the Company shall assume and honor, in accordance with the terms of the applicable Benefit Arrangements, all employee incentive bonuses payable in respect of calendar year 1997. In addition, the Company shall assume and honor, in accordance with the terms of the applicable contractual arrangements, all commissions required to be paid to Transferred Employees. (d) With respect to any workers' compensation claim based on injuries or illnesses which occurred on or prior to the Closing Date with respect to a Transferred Employee, the Company and LM agree as follows: (i) LM shall transfer to the Company all reserves (which shall include a reserve for incurred but not reported claims) applicable to such claims; (ii) the Company or its Affiliates shall be responsible for managing and adjudicating such claims and shall have the authority to so manage and adjudicate such claims to the same extent LM had such authority prior to the Closing; (iii) LM and/or its carrier shall settle or otherwise make payment on such claims at the instruction of the Company or its Affiliates; (iv) within 30 days of receipt of an invoice, the Company or its Affiliates shall reimburse LM for the Businesses' allocated cost of premiums, costs and expenses, including general and administrative charges as determined by LM in a manner consistent with prior practices and in conjunction with the Cost Disclosure Statement filed by LM or with the United States Government and in effect at the Closing Date or as subsequently amended; and (v) The Company agrees to reimburse LM for all future costs incurred by LM under policy deductibles or retrospective rating agreements, along with all associated claims handling charges or similar administrative costs assessed by LM's carriers, in the manner described under (d)(iv) above. (e) For any full or partial contract year or plan year All stock options to purchase LM Common Stock held by the Transferred Employees as of the Closing Date that are not then vested and exercisable shall be forfeited in accordance with their terms (the "Forfeited Options"). Immediately prior to the Closing, LM will transfer an amount in cash equal to 61% of the sum of the excess of $125.00 per share over the exercise price per share of each Forfeited Option. Not later than five Business Days following the first anniversary of the Closing Date (the "Anniversary Date"), the Company shall cause to be paid to each Transferred Employee who held a Forfeited Option and who remains an employee of the Company or its Affiliates on the Anniversary Date an amount in cash equal to the sum of the excess of $125.00 per share over the exercise price per share of each Forfeited Option held by such Transferred Employee (the "Payment") plus such Transferred Employee's pro rata share (based on the amount to be paid to each eligible employee prior to adjustment for amounts forfeited) of any Employee Plan or Benefit Arrangement covering amounts forfeited by Transferred Employees or Transferred Beneficiaries (who terminate employment prior to the Anniversary Date other than Camden Transferees): (i) Lockheed Xxxxxx agrees to carve out and transfer to the corresponding Newco plan, any surpluses, refunds or rebates received by or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement and (ii) Newco agrees to transfer to the corresponding Lockheed Xxxxxx Plan an amount equal to any deficit charged to or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement, in either case that is attributable to Transferred Employees and/or Transferred Beneficiaries. (f) The flexible spending accounts established on behalf of the Transferred Employees and Transferred Beneficiaries in accordance with Section G.03(a) will be maintained through the end of following sentence. Notwithstanding the applicable plan year in which the Closing occurs in a manner that ensures that foregoing, each Transferred Employee and Transferred Beneficiary receives no more and no less than he whose employment is terminated prior to the Anniversary Date either involuntarily by his employer, or she would have received had the Contemplated Transactions not occurred. Lockheed Xxxxxx and Newco by reason of retirement, death or disability shall coordinate management of their respective flexible spending accounts be entitled to achieve this result. As soon as practicable following the close of the 1997 plan year, Lockheed Xxxxxx and Newco shall reconcile flexible spending account balances so as to achieve an equitable result as between Lockheed Xxxxxx and Newcoreceive a Payment.

Other Employee Plans. (a) Newco shall, as of the Closing Date, assume Seller shall retain all obligations and liabilities of Lockheed Xxxxxx under the Employee Plans and its Affiliates Benefit Arrangements in respect of any employee or former employee (including any beneficiary or dependent thereof) who is not a Transferred Employee. Buyer or one of its subsidiaries (other than Seller or one of its subsidiaries) shall assume all liabilities and obligations in respect of the Transferred Employees arising (i) under the Employee Plans and the Benefit Arrangements (other than the C-TEC 1994 Stock Option Plan and the Pension Plan) to the extent any such liability or obligation relates to periods prior to the First Closing Date, in the case of the UrbanNet Transferred Employees, and the Second Closing Date, in the case of the Other Transferred Employees, and (ii) under any workers' compensation arrangement relating to periods prior to either Closing Date, including liability for any retroactive workers' compensation premiums attributable to such periods. Notwithstanding the foregoing, with respect to the Transferred Employees (including any beneficiary or dependent thereof), Seller shall retain all liabilities and obligations arising under any group life, accident, medical, dental or disability plan or arrangement to the extent that any such liability or obligation relates to claims incurred (whether or not reported), on or prior to the First Closing Date with respect to the UrbanNet Transferred Employees and Transferred Beneficiaries under the Deferred Management Incentive Compensation Plan. (b) Newco shall, as of the Second Closing Date, assume all obligations and liabilities (including, without limitation, all obligations and liabilities attributable to the period prior to the Closing Date) of Lockheed Xxxxxx and its Affiliates in respect of Transferred Employees and Transferred Beneficiaries under each Employee Plan and Benefit Arrangement not covered under Sections X.00, X.00, X.00, X.00, X.00, G.10(a) and G.10(c) and shall be a successor employer Date with respect to such plansthe Other Transferred Employees; provided, provided however, that with respect to obligations such liability or obligation, the Company, the UrbanNet Parent and liabilities to Camden Transferees arising from events occurring prior to the Closing Date, Newco Subsidiaries shall assume such obligations and liabilities only to the extent that they (i) arise under a 97 Benefit Arrangement or Employee Plan disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Effective Date. (c) With respect to each Employee Plan and Benefit Arrangement (other than those referred to in Sections X.00, X.00, X.00, X.00, X.00 and G.10(a)), including any employment agreement, that covers only Transferred Employees and/or Transferred Beneficiaries ("Transferred Benefit Plans"), Lockheed Xxxxxx and Newco shall cause each Transferred Benefit Plan to be amended to provide that sponsorship and maintenance thereof shall be transferred as of the Closing Date to Newco and Newco shall assume all obligations and liabilities of Lockheed Xxxxxx and its Affiliates with respect to each such plan (including liabilities with respect to Transferred Beneficiaries), and shall become responsible for all acts, omissions and transactions under or in connection with the Transferred Benefit Plans, whether arising before or after Closing; provided, however, that with respect to obligations and liabilities to Camden Transferees under or otherwise arising in connection with an Employee Plan or Benefit Arrangement arising from events occurring prior to the Closing Date, Newco shall assume such obligations and liabilities only to the extent that they (i) arise under an Employee Plan or Benefit Arrangement disclosed in Section B.21 of the Disclosure Schedules; (ii) are reflected in the Final Net Tangible Asset Amount; or (iii) are incurred after the Closing Date. Effective as of the Closing Date, Lockheed Xxxxxx and/or its Affiliates shall cease to sponsor, administer or contribute to the Transferred Benefit Plans and thereby cease to be responsible for any acts, omissions and transactions under or in connection with any such Transferred Benefit Plan, whether occurring before or after Closing. Except as otherwise agreed to by the parties or as it relates solely to an Individual Purchaser, Lockheed Xxxxxx agrees to transfer any assets which are separately identifiable or attributable to the Employee Plans and Benefit Arrangements described in this Section G.10(c). (d) As of the Closing Date, Transferred Employees and Transferred Beneficiaries shall cease to accrue or enjoy benefits under any Employee Plans and Benefit Arrangements (excluding those referred to in Sections G.05(b), G.06(b), X.00, X.00, X.00 and G.10(c)) and shall commence accrual of benefits and participation in those employee compensation and benefit plan and arrangements maintained by Newco pursuant to Section G.03. (e) For any full or partial contract year or plan year prior to the Closing Date of any Employee Plan or Benefit Arrangement covering Transferred Employees or Transferred Beneficiaries (other than Camden Transferees): (i) Lockheed Xxxxxx agrees to carve out and transfer to the corresponding Newco plan, any surpluses, refunds or rebates received by or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement and (ii) Newco agrees to transfer to the corresponding Lockheed Xxxxxx Plan an amount equal to any deficit charged to or attributable to Lockheed Xxxxxx for any Employee Plan or Benefit Arrangement, in either case that is attributable to Transferred Employees and/or Transferred Beneficiaries. (f) The flexible spending accounts established on behalf of the Transferred Employees and Transferred Beneficiaries reimburse Seller in accordance with Section G.03(a) will be maintained through the end past practice. For purposes of the applicable plan year in which foregoing, medical or dental claims are deemed to be incurred when the Closing occurs in a manner that ensures that each Transferred Employee medical or dental service is performed and Transferred Beneficiary receives no more and no less than he life, accident or she would have received had disability claims are deemed to be incurred on the Contemplated Transactions not date the event giving rise to such claim occurred. Lockheed Xxxxxx and Newco shall coordinate management of their respective flexible spending accounts to achieve this result. As soon as practicable following the close of the 1997 plan year, Lockheed Xxxxxx and Newco shall reconcile flexible spending account balances so as to achieve an equitable result as between Lockheed Xxxxxx and Newco.