Common use of Parent Plans Clause in Contracts

Parent Plans. As of the Closing Date, the Companies shall cease to be participating employers under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by Seller (the “Parent Plans”); provided, that Seller shall take such actions as may be reasonably necessary (including amending the Parent Plans) to fully vest each employee of the Companies in the benefits accrued by such employees in the Parent Plans listed on Schedule 6.14(a) for the period ending on or prior to the Closing Date. From and after the Closing Date, no current or former employee of any of the Companies shall have any right to accrue any further benefits, nor any right to continue as active participants under the Parent Plans (except to the extent required by COBRA, and except to the extent that any group medical, dental, prescription drug or vision care benefits under any Parent Plans continue to be available, by their express terms, through the end of the calendar month in which the Closing Date occurs). As of the Closing Date, except as set forth in the immediately succeeding sentence, the Companies shall be solely responsible for all obligations and liabilities, whether incurred before, on or after the Closing Date, under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained solely by the Companies (and not by the Parent, the “Company Plans”), and no obligations or liabilities under the Company Plans shall be retained by Seller or any of its Affiliates. Seller shall assume and shall be solely responsible for (i) a prorata portion of cash incentive bonus in respect of the year the Closing occurs payable at the normal time such bonuses are paid based on actual performance for the full period, and (ii) outstanding restricted stock unit awards for Company employees, which amounts shall not be included in Net Working Capital. As of the Closing, the Companies shall have fully accrued in accordance with GAAP for all amounts with respect to all benefits provided or made available to employees of the Companies in respect of the Company Plans, except those amounts for which Seller has assumed responsibility to pay pursuant to this Agreement.

Parent Plans. As of the Closing Date, the Companies shall cease to be participating employers under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by Seller (the “Parent Plans”); provided, that Seller shall take such actions as may be reasonably necessary (including amending the Parent Plansi) to fully vest each employee of the Companies in the benefits accrued by such employees in the Parent Plans listed on Schedule 6.14(a) for the period ending on or prior to the Closing Date. From and after the Closing DateEffective Time and until March 31, 2013, Parent shall, or shall cause Surviving Corporation or one of its other Subsidiaries to provide the employees and former employees of the Company and its Subsidiaries as of the Effective Time base salary and wages (disregarding equity incentive arrangements) that are no less favorable than those in effect as of the Effective Time and benefits that are substantially comparable in the aggregate to those in effect as of the Effective Time (disregarding change in control, retention, deferred compensation and equity incentive arrangements). (ii) With respect to any Parent Plan in which any employee of the Company or any of its Subsidiaries first becomes eligible to participate on or after the Effective Time, Parent shall, or shall cause its applicable Affiliates to use commercially reasonable efforts to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each such employee and his or her eligible dependents under such Parent Plan, except to the extent such pre-existing conditions, exclusions or waiting periods applied immediately prior thereto under the analogous Company Plan; (ii) provide such employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to becoming eligible to participate in such Parent Plan under the analogous Company Plan (to the same extent that such credit was given under such Company Plan) in satisfying any applicable deductible maximum out-of-pocket requirements under such Parent Plan; and (iii) recognize all service of such employee with the Company and its Subsidiaries and predecessors (including recognition of all prior service with any entity (including any such Subsidiary prior to its becoming a Subsidiary of the Company) that was recognized by the Company (or any such Subsidiary) prior to the date hereof in the ordinary course of administering the Company Plans), for purposes of eligibility to participate in and vesting in benefits under such Parent Plan, to the extent that such service was recognized for such purpose under the analogous Company Plan; provided, that, in no event shall the recognition of prior service result in a duplication of benefits. (iii) Surviving Corporation shall continue to recognize all accrued and unused vacation and paid time off days (including banked days) that have accrued through the Effective Time, and shall allow such employees to take such accrued and unused days in accordance with such policies as Parent or Surviving Corporation, as applicable, may adopt after the Effective Time. (iv) This Section 7.04(a) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Notwithstanding anything to the contrary contain herein, this Section 7.04(a) does not amend nor establish any provisions of any Company Plan or Parent Plan. Nothing contained herein, express or implied shall alter or limit Parent’s or the Surviving Corporation’s ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement or is intended to confer upon any current or former employee of any of the Companies shall have any right to accrue employment or continued employment for any further benefitsperiod of time by reason of this Agreement, nor or any right to continue as active participants under the Parent Plans (except to the extent required by COBRA, and except to the extent that any group medical, dental, prescription drug a particular term or vision care benefits under any Parent Plans continue to be available, by their express terms, through the end condition of the calendar month in which the Closing Date occurs). As of the Closing Date, except as set forth in the immediately succeeding sentence, the Companies shall be solely responsible for all obligations and liabilities, whether incurred before, on or after the Closing Date, under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained solely by the Companies (and not by the Parent, the “Company Plans”), and no obligations or liabilities under the Company Plans shall be retained by Seller or any of its Affiliates. Seller shall assume and shall be solely responsible for (i) a prorata portion of cash incentive bonus in respect of the year the Closing occurs payable at the normal time such bonuses are paid based on actual performance for the full period, and (ii) outstanding restricted stock unit awards for Company employees, which amounts shall not be included in Net Working Capital. As of the Closing, the Companies shall have fully accrued in accordance with GAAP for all amounts with respect to all benefits provided or made available to employees of the Companies in respect of the Company Plans, except those amounts for which Seller has assumed responsibility to pay pursuant to this Agreementemployment.

Parent Plans. As of the Closing Date, the Companies shall cease to be participating employers under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained by Seller (the “Parent Plans”); provided, that Seller shall take such actions as may be reasonably necessary (including amending the Parent Plansi) to fully vest each employee of the Companies in the benefits accrued by such employees in the Parent Plans listed on Schedule 6.14(a) for the period ending on or prior to the Closing Date. From and after the Closing DateEffective Time and until March 31, 2013, Parent shall, or shall cause Surviving Corporation or one of its other Subsidiaries to provide the employees and former employees of the Company and its Subsidiaries as of the Effective Time base salary and wages (disregarding equity incentive arrangements) that are no less favorable than those in effect as of the Effective Time and benefits that are substantially comparable in the aggregate to those in effect as of the Effective Time (disregarding change in control, retention, deferred compensation and equity incentive arrangements). (ii) With respect to any Parent Plan in which any employee of the Company or any of its Subsidiaries first becomes eligible to participate on or after the Effective Time, Parent shall, or shall cause its applicable Affiliates to use commercially reasonable efforts to: (i) waive all pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to each such employee and his or her eligible dependents under such Parent Plan, except to the extent such pre-existing conditions, exclusions or waiting periods applied immediately prior thereto under the analogous Company Plan; (ii) provide such employee and his or her eligible dependents with credit for any co-payments and deductibles paid prior to becoming eligible to participate in such Parent Plan under the analogous Company Plan (to the same extent that such credit was given under such Company Plan) in satisfying any applicable deductible maximum out-of-pocket requirements under such Parent Plan; and (iii) recognize all service of such employee with the Company and its Subsidiaries and predecessors (including recognition of all prior service with any entity (including any such Subsidiary prior to its becoming a Subsidiary of the Company) that was recognized by the Company (or any such Subsidiary) prior to the date hereof in the ordinary course of administering the Company Plans), for purposes of eligibility to participate in and vesting in benefits under such Parent Plan, to the extent that such service was recognized for such purpose under the analogous Company Plan; provided, that, in no event shall the recognition of prior service result in a duplication of benefits. (iii) Surviving Corporation shall continue to recognize all accrued and unused vacation and paid time off days (including banked days) that have accrued through the Effective Time, and shall allow such employees to take such accrued and unused days in accordance with such policies as Parent or Surviving Corporation, as applicable, may adopt after the Effective Time. (iv) This Section 7.04(a) is not intended to confer upon any Person other than the parties hereto any rights or remedies hereunder. Notwithstanding anything to the contrary contain herein, this Section 7.04(a) does not amend nor establish any provisions of any Company Plan or Parent Plan. Nothing contained herein, express or implied shall alter or limit Parent's or the Surviving Corporation's ability to amend, modify or terminate any particular benefit plan, program, agreement or arrangement or is intended to confer upon any current or former employee of any of the Companies shall have any right to accrue employment or continued employment for any further benefitsperiod of time by reason of this Agreement, nor or any right to continue as active participants under the Parent Plans (except to the extent required by COBRA, and except to the extent that any group medical, dental, prescription drug a particular term or vision care benefits under any Parent Plans continue to be available, by their express terms, through the end condition of the calendar month in which the Closing Date occurs). As of the Closing Date, except as set forth in the immediately succeeding sentence, the Companies shall be solely responsible for all obligations and liabilities, whether incurred before, on or after the Closing Date, under the incentive, compensation and benefits arrangements that are sponsored, entered into or maintained solely by the Companies (and not by the Parent, the “Company Plans”), and no obligations or liabilities under the Company Plans shall be retained by Seller or any of its Affiliates. Seller shall assume and shall be solely responsible for (i) a prorata portion of cash incentive bonus in respect of the year the Closing occurs payable at the normal time such bonuses are paid based on actual performance for the full period, and (ii) outstanding restricted stock unit awards for Company employees, which amounts shall not be included in Net Working Capital. As of the Closing, the Companies shall have fully accrued in accordance with GAAP for all amounts with respect to all benefits provided or made available to employees of the Companies in respect of the Company Plans, except those amounts for which Seller has assumed responsibility to pay pursuant to this Agreementemployment.

Parent Plans. As Upon termination of a Company Employee Plan prior to the Closing Datepursuant to this Section 5.6 or for any reason after the Closing, Continuing Employees in the Companies U.S. shall cease be eligible to be participating employers under the incentiveenroll, compensation without lapse in coverage, in Parent’s corresponding employee benefit plans, programs, policies and benefits arrangements that are sponsored, entered into or maintained by Seller (the “Parent Plans”); provided) on substantially similar terms applicable to employees of Parent who are similarly situated based on levels of responsibility and location, that Seller to the extent permitted by the terms of the applicable Parent Plans and applicable Legal Requirements. Parent shall take recognize the prior service with the Company or Subsidiary of each of the Continuing Employees for purposes of initial eligibility and vesting only to the extent permitted by the terms of the Parent Plans, except for Parent Plans relating to vacation or severance in which case Parent shall recognize such actions prior service for purposes of determination of benefit levels, to the extent permitted by the terms of, or by the providers for, the applicable Parent Plans. Notwithstanding anything to the contrary contained herein, this Section 5.6(d) shall not operate to (i) require credit for benefit accrual under a defined benefit pension plan, (ii) duplicate any benefit provided to any Continuing Employee, (iii) be construed to mean the employment of the Continuing Employees is not terminable by Parent at will at any time, with or without cause, for any reason or no reason (other than as may be reasonably necessary set forth in an employment agreement with the Continuing Employee), (including amending iv) require Parent or its subsidiaries or affiliates or any Parent Plan or trust related thereto to pay for any benefits that relate to any time period prior to the Continuing Employees’ participation in the Parent Plans, (v) to fully vest each employee of the Companies in the benefits accrued by such employees in the require Parent Plans listed on Schedule 6.14(a) for the period ending on or prior to the Closing Date. From and after the Closing Date, no current or former employee of any of the Companies shall have any right to accrue any further benefits, nor any right to continue to maintain any employee benefit plan in effect following the Effective Time for Parent’s employees, including the Continuing Employees, or (vi) require Parent to grant any equity awards other than as active participants under the Parent Plans (except to the extent required contemplated by COBRA, and except to this Agreement. To the extent that any Continuing Employee(s) are transitioned mid-plan year from the group medical, dental, prescription drug or vision care benefits under any Parent Plans continue to be available, by their express terms, through the end of the calendar month in health and welfare plan(s) for which the Closing Date occurs). As Continuing Employee is eligible, Parent shall cause its employee health and welfare plan(s) offered to such individuals to waive preexisting condition limitations, eligibility waiting periods, actively at work and evidence of insurability requirements for the Closing Date, except as set forth in Continuing Employee(s) and their eligible dependents (to the immediately succeeding sentence, the Companies shall be solely responsible for all obligations and liabilities, whether incurred before, on or after the Closing Date, maximum extent permitted under the incentive, compensation applicable insurance policy and benefits arrangements that are sponsored, entered into Parent Plan) and shall give full credit for any co-payments made and deductibles fully or maintained solely by the Companies (and not by the Parent, the “Company Plans”), and no obligations or liabilities partially satisfied under the Company Employee Plans shall be retained prior to such transition date with respect any welfare or other employee benefit plans maintained by Seller or any Parent. For the avoidance of its Affiliates. Seller shall assume and shall be solely responsible for (i) a prorata portion of cash incentive bonus in respect of the year the Closing occurs payable at the normal time such bonuses are paid based on actual performance for the full period, and (ii) outstanding restricted stock unit awards for Company employees, which amounts shall not be included in Net Working Capital. As of the Closingdoubt, the Companies shall have fully accrued in accordance with GAAP for all amounts with respect to all benefits provided or made available to employees Continuing Employees are not third-party beneficiaries of the Companies in respect of the Company Plans, except those amounts for which Seller has assumed responsibility to pay pursuant to this AgreementSection 5.6(d).