Common use of Purchaser Benefit Plans Clause in Contracts

Purchaser Benefit Plans. (i) Purchaser or one of its affiliates shall recognize all service of the Transferred Employees with the Sellers or any of their affiliates, only for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Purchaser or one of its affiliates after the Closing Date and in determining the amount of benefits under any applicable sick leave, vacation, severance or other welfare plan. Purchaser will, or will cause one of its affiliates to, cover as of the Closing each Transferred Employee, enrolled in a Seller group health plan or a Southern Entities group health plan immediately prior to the Closing Date, under a group health plan and waive any preexisting condition limitations applicable to such Transferred Employees under any group health plan made available to them, and Purchaser will, or will cause one of its affiliates to, take all action necessary to ensure that such Transferred Employees are given full credit for all co-payments and deductibles incurred under any group health plan of a Seller or a Seller’s Subsidiary for the plan year that includes the Closing Date. (ii) With respect to each Transferred Employee who participates in the Eckerd 401(k) Savings Plan and who, pursuant to an elective transfer within the meaning of Treasury Regulation Section 1.411(d)-4, Q&A 3(b), elects to transfer his or her vested account balance in such Plan to a defined contribution plan of Purchaser or one of its affiliates, Eckerd will cause the trustee of the Eckerd 401(k) Savings Plan to transfer to the trustee of the defined contribution plan of Purchaser or its affiliate the account balance of such Transferred Employee, and Purchaser will cause the trustee of such defined contribution plan to accept such transfer; provided that this sub-paragraph (ii) shall not apply to (A) any account balance to which Code Sections 401(a)(11) or 417 apply or (B) any account balance that, at the time of transfer, is invested in Parent’s company stock fund.

Purchaser Benefit Plans. (i) Purchaser or one of its affiliates shall recognize all service of the Transferred Employees with the Sellers or any of their affiliates, only for purposes of eligibility to participate and vesting in those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by Purchaser or one of its affiliates after the Closing Date and in determining the amount of benefits under any applicable sick leave, vacation, severance or other welfare plan. Purchaser will, or will cause one of its affiliates to, cover as of the Closing each Transferred Employee, enrolled in a Seller group health plan or a Southern Entities group health plan immediately prior to the Closing Date, under a group health plan and waive any preexisting condition limitations applicable to such Transferred Employees under any group health plan made available to them, and Purchaser will, or will cause one of its affiliates to, take all action necessary to ensure that such Transferred Employees are given full credit for all co-payments and deductibles incurred under any group health plan of a Seller or a Seller’s 's Subsidiary for the plan year that includes the Closing Date. (ii) With respect to each Transferred Employee who participates in the Eckerd 401(k) Savings Plan and who, pursuant to an 62 elective transfer within the meaning of Treasury Regulation Section 1.411(d)-4, Q&A 3(b), elects to transfer his or her vested account balance in such Plan to a defined contribution plan of Purchaser or one of its affiliates, Eckerd will cause the trustee of the Eckerd 401(k) Savings Plan to transfer to the trustee of the defined contribution plan of Purchaser or its affiliate the account balance of such Transferred Employee, and Purchaser will cause the trustee of such defined contribution plan to accept such transfer; provided that this sub-paragraph (ii) shall not apply to (A) any account balance to which Code Sections 401(a)(11) or 417 apply or (B) any account balance that, at the time of transfer, is invested in Parent’s 's company stock fund.

Purchaser Benefit Plans. (ia) Seller and its Affiliates shall retain sponsorship of the Employee Benefit Plans and shall retain all commitment, Liabilities and obligations thereunder, whether arising before, on or after the Closing. Purchaser shall not assume sponsorship of, contribute to or maintain, or be required to contribute to or maintain, the Employee Benefit Plans and shall not assume any commitment, Liability or obligation thereunder, whether arising before, on or after the Closing. (b) Purchaser or one of and its affiliates shall Affiliates will recognize all service of the Transferred Hired Employees with the Sellers Seller or any of their affiliatesits predecessors or Affiliates for purposes, only of vesting, eligibility to participate, vacation and sick time credit, and benefit accrual under all plans and programs of Purchaser and its Affiliates and for all purposes under applicable Law other than (i) for purposes of eligibility accrual of benefits under any defined benefit plan or (ii) to participate the extent such service crediting would result in a duplication of benefits. (c) Seller shall retain the Liability and vesting responsibility for payment of all medical, dental, health and disability Liabilities, obligations, losses and claims under any applicable welfare benefit plans of Seller and its Affiliates (the “Seller Welfare Plans”) incurred by any Hired Employee (or any dependent or beneficiary of any Hired Employee) prior to that Hired Employee’s Hire Date, and Purchaser shall not assume any Liability or responsibility with respect to such Liabilities, obligations, losses or claims. Purchaser will take all actions necessary so that, effective as of a Hired Employee’s Hire Date, the welfare benefit plans of Purchaser and its Affiliates (the “Purchaser Welfare Plans”) will provide welfare benefit plan coverage, including group medical benefits, to the Hired Employee (or any dependent or beneficiary of any Hired Employee) who was covered under a corresponding Seller Welfare Plan prior to the Hire Date. Purchaser shall have the Liability and responsibility for payment of all Liabilities, obligations, losses and claims under any applicable Purchaser Welfare Plan incurred by any Hired Employee (or any dependent or beneficiary of any Hired Employee) on or after that Hired Employee’s Hire Date, and Seller shall not assume any Liability or responsibility with respect to such Liabilities, obligations, losses or claims. Purchaser will use commercially reasonable efforts to cause any Purchaser Welfare Plan to (i) not include with respect to any Hired Employee and his or her covered dependents any restrictions or limitations with respect to pre-existing condition exclusions or any actively at work requirements (except to the extent such restrictions or limitations were applicable to such Hired Employee as of immediately prior to the Hire Date under any Seller Welfare Plan), and (ii) take into account any eligible expenses incurred by any Hired Employee and his or her covered dependents during the portion of the plan year of such Seller Welfare Plan ending on the date such Hired Employee’s participation in those employee benefit planssuch Purchaser Welfare Plan begins for purposes of satisfying all deductibles, coinsurance and out-of-pocket maximums applicable to such Hired Employee and his or her eligible dependents for the same plan year under the Purchaser Welfare Plan as if such amounts had been paid in accordance with such Purchaser Welfare Plan. For purposes of the foregoing, a claim shall be deemed to be incurred on the date that the event that gives rise to the claim occurs (for purposes of life insurance, sickness, accident and disability programs) or on the date that treatment or services are provided (for purposes of health care programs). (d) Seller shall be responsible for providing any Employee (and such Employee’s “qualified beneficiaries” within the meaning of Section 3(34980B(g) of ERISAthe Code) whose “qualifying event,” within the meaning of Section 4980B(f) of the Code, occurs on or prior to that Employee’s Hire Date, including any qualifying event occurring on the Hire Date as a direct result of the consummation of the Transactions but excluding any qualifying event described in Section 603(3) or 603(5) of ERISA unless such qualifying event was disclosed to Seller prior to the Hire Date, with the continuation of group health coverage required by Section 601 et seq. of ERISA and Section 4980B(f) of the Code (“Continuation Coverage”) under the terms of the health plan maintained by Seller. Purchaser shall be responsible for Continuation Coverage to any Hired Employee (and such Hired Employee’s qualified beneficiaries) (1) whose qualifying event occurs after that Hired Employee’s Hire Date to the extent required by Law or (2) whose qualifying event is described in Section 603(3) or 603(5) of ERISA and occurred on or prior to that Hired Employee’s Hire Date but for which Seller was not notified prior to the Transferred Hire Date. (e) Purchaser shall make commercially reasonable efforts so that, effective as of the Closing Date, (i) any non-highly compensated, as defined by the Code, Hired Employees are enrolled employed in the United States will be eligible to participate in the tax-qualified defined contribution retirement plan sponsored by Purchaser or one (the “Purchaser 401(k) Plan”), subject to the terms and conditions of its affiliates after the Purchaser 401(k) Plan, and (ii) the Purchaser 401(k) Plan complies with ERISA and the Code. Prior to the Closing Date and thereafter (as applicable), Seller and Purchaser shall take any and all action as may be required, including, if necessary, amendments to the tax qualified defined contribution plan of Seller in determining which Hired Employees participate (the “Seller 401(k) Plan”) and/or the Purchaser 401(k) Plan, to either (A) permit each Hired Employee to make rollover contributions of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code, excluding loans) in cash to the Purchaser 401(k) Plan in an amount equal to the eligible rollover distribution portion of benefits the account balance distributable to such Hired Employee from the Seller 401(k) Plan; or (B) to the extent mutually agreed by Seller and Purchaser pursuant to a separate, written instrument, cause a trustee-to-trustee transfer from the Seller 401(k) Plan to the Purchaser 401(k) Plan of the entire account balance of each Hired Employee under the Seller 401(k) Plan, including any applicable sick leaveunvested balances and any outstanding loans. (f) Purchaser will take all actions necessary so that, vacationeffective as of his or her respective Hire Date, severance any Hired Employee employed in Canada will be eligible to participate in one or other welfare plan. more defined contribution pension plans sponsored by Purchaser or any of its Affiliates. (g) Purchaser will, or will cause one its Affiliates to, credit each Hired Employee with the unused, accrued vacation, sick leave or personal days to which the Hired Employee is entitled through the Closing Date; except that if Seller or an Affiliate will be required by applicable Law to pay any Hired Employee the cash value of his or her unused, accrued vacation, sick leave or personal days described in this Section 8.02(g), then Purchaser or its Affiliate will reimburse Seller or its Affiliate for the amount so paid by Seller and will not be required to honor such vacation, sick leave or personal days. (h) If the Closing occurs in the last six months of the calendar year, Seller will, or will cause its Affiliates to, pay to each participant in Seller’s Annual Incentive Plan who remains employed by Seller or any of its affiliates toAffiliates through the Closing Date, cover a pro-rated annual bonus for the calendar year in which the Closing occurs in an amount equal to the product of (i) the annual bonus earned by such participant under Seller’s Annual Incentive Plan for such year (assuming a full year of performance but measuring as of the Closing each Transferred EmployeeDate) as determined by Seller in its discretion and (ii) a fraction, enrolled in a Seller group health plan or a Southern Entities group health plan immediately prior to the numerator of which is the number of days elapsed from January 1st of such calendar year until the Closing DateDate and the denominator of which is 365 (the “Prorated Bonus”). Seller will pay the Prorated Bonus to eligible Hired Employees on or as soon as practicable after the Closing Date if such accelerated payment will not be in violation of Section 409A of the Code, under and if such accelerated payment would be in violation of Section 409A of the Code, Seller will pay the Prorated Bonus to eligible Hired Employees at a group health plan time determined by Seller to be compliant with Section 409A of the Code. Notwithstanding the foregoing, if requested by Seller, Purchaser or one of its Affiliates will pay the Prorated Bonus to eligible Hired Employees so long as Seller transfers to Purchaser all amounts payable in respect of such Prorated Bonus and waive the employer portion of any preexisting condition limitations applicable payroll Taxes attributable to such Transferred Employees under any group health plan made available to themProrated Bonus. For the calendar year in which the Closing occurs, and Purchaser will, or will cause one of its affiliates Affiliates to, take all action necessary to ensure provide each Hired Employee a bonus opportunity that is no less than the bonus opportunity such Transferred Employees are given full credit for all co-payments and deductibles incurred under any group health plan of a Hired Employee had with Seller or a Seller’s Subsidiary its Affiliates for the plan calendar year of the Closing; provided that includes if the Closing occurs in the last six months of the calendar year, Purchaser may provide a bonus opportunity that is prorated based on the number of days in the calendar year following the Closing Date. (ii) With respect to each Transferred Employee who participates in the Eckerd 401(k) Savings Plan and who, pursuant to an elective transfer within the meaning of Treasury Regulation Section 1.411(d)-4, Q&A 3(b), elects to transfer his or her vested account balance in such Plan to a defined contribution plan of Purchaser or one of its affiliates, Eckerd will cause the trustee of the Eckerd 401(k) Savings Plan to transfer to the trustee of the defined contribution plan of Purchaser or its affiliate the account balance of such Transferred Employee, and Purchaser will cause the trustee of such defined contribution plan to accept such transfer; provided that this sub-paragraph (ii) shall not apply to (A) any account balance to which Code Sections 401(a)(11) or 417 apply or (B) any account balance that, at the time of transfer, is invested in Parent’s company stock fund.