Common use of Purchaser's Benefit Plans Clause in Contracts

Purchaser's Benefit Plans. (i) The Purchasers or one of their Affiliates will recognize all service of the Transferred Employees with the Sellers (or their predecessors) or any of their Affiliates, only for purposes of eligibility to participate in and to vest under those employee benefit plans, within the meaning of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by the Purchasers or one of their Affiliates immediately after the Closing Date. The Purchasers shall cause all pre-existing condition exclusions under any medical and dental plans made available by the Purchasers to Transferred Employees to be waived in respect of such Employees. Expenses incurred by Transferred Employees under Seller's medical and dental plans during the year that includes the Closing Date shall be taken into account for purposes of satisfying deductible and coinsurance requirements and satisfaction of out-of-pocket provisions of the Purchasers medical and dental plans in which Transferred Employees participate for such year. (ii) Account balances as of the Closing Date of the Transferred Employees (including earnings thereon through the date of transfer) under Sellers' 401(k) Plans, shall be transferred, in cash, to a defined contribution plan of the Purchasers or one of their Affiliates. The Purchasers and Sellers shall use their best efforts to complete such transfer within 60 days of the Closing Date. Such transfer shall be effected in accordance with applicable law and regulations and the Purchasers shall make or cause to be made, and the Sellers shall make or cause to be made, any required filings in connection therewith. The Purchasers or one of their Affiliates may require, as a condition to the acceptance of any such transfer, evidence satisfactory to the Purchasers of the qualified status of the 401(k) Plans, including, if appropriate, a copy of a favorable determination letter from the Internal Revenue Service. Sellers may require, as a condition to making such transfer evidence satisfactory to Sellers of the qualified status of Purchasers' defined contribution plan, including a copy of a favorable determination letter form the Internal Revenue Service. In consideration of such transfer, the Purchasers or one of their Affiliates shall assume all liabilities to Transferred Employees under Sellers' 401(k)

Purchaser's Benefit Plans. (ia) The Purchasers or one of their Affiliates shall establish a defined benefit pension plan to provide retirement benefits to Transferred Employees whose terms and conditions of employment are determined by the collective bargaining agreements covering Transferred Employees in the United States (the “Transferred Union Employees”) and listed in Section 9.09(a) of the Disclosure Schedule (the “Purchasers’ DB Plan”). The Purchasers’ DB Plan will recognize all years of service with the Sellers for purposes of eligibility, vesting and benefit accrual. Transferred Union Employees’ benefits determined using this benefit accrual service under Purchasers’ DB Plan will be reduced by the amount of the accrued benefit payable to Transferred Union Employees under the ArvinMeritor, Inc. Retirement Plan (the “Sellers DB Plan”). Except as provided herein, as of the Closing Date, the Transferred Union Employees will cease benefit accrual under the Sellers DB Plan. The accrued benefit payable to Transferred Union Employees under the Sellers DB Plan will be determined using the dollar benefit multiplier 1- NY/2171027.1 49 which was in effect at the earlier of the Transferred Employees termination of employment with the Purchaser or the expiration of the last collective bargaining agreement negotiated by the Seller. (b) As of the Closing, Purchasers shall establish or make available employee benefit plans which shall provide retirement, health, medical, dental, vision, life insurance, severance and disability coverage (“Purchasers’ Benefit Plans”) for the Transferred Employees as Purchasers deem appropriate or as required by applicable Law. Transferred Employees shall be given credit under such Purchasers’ Benefit Plans for all service prior to the Closing with Sellers and any of their Affiliates or any predecessor employer (to the extent such credit was given by such Seller or their predecessors) any of its Affiliates or any predecessor employer), and all service with Purchasers or any of their AffiliatesAffiliates on or following the Closing but prior to the time such Transferred Employee becomes such a participant, only for purposes of determining eligibility and vesting and for all other purposes for which Purchasers determine that service shall be either taken into account or recognized. In the United States, to participate in the extent recognized under Sellers Benefit Plans and to vest under those employee benefit plansas permitted by Purchasers’ insurance carriers, within such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the meaning application of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by the Purchasers or one of their Affiliates immediately after the Closing Date. The Purchasers shall cause all any pre-existing condition exclusions under any medical and dental plans made available by limitations. Furthermore, in the Purchasers to United States, Transferred Employees to shall be waived in respect of such Employees. Expenses incurred by Transferred Employees given credit for amounts paid under Seller's medical and dental plans a corresponding employee benefit plan during the year that includes the Closing Date shall be taken into account same period for purposes of satisfying deductible applying deductibles, co-payments, and coinsurance requirements and satisfaction of out-of-pocket provisions maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchasers medical and dental plans in which Transferred Employees participate for such yearcomparable Purchasers’ Benefit Plans. (iic) Account balances as of the Closing Date of the Transferred Employees (including earnings thereon through the date of transfer) under Sellers' 401(k) Plans, shall be transferred, in cash, to a defined contribution plan of the Purchasers or one of their Affiliates. The Purchasers and Sellers shall use their best efforts not be responsible for nor have any obligations or Liabilities with respect to complete such transfer within 60 days of the Closing Date. Such transfer shall be effected in accordance with applicable law and regulations and the Purchasers shall make or cause to be made, and the Sellers shall make or cause to be made, any required filings in connection therewith. The Purchasers or one of their Affiliates may require, as a condition to the acceptance of any such transfer, evidence satisfactory to the Purchasers of the qualified status of the 401(k) Purchasers’ Benefit Plans, including, if appropriate, a copy of a favorable determination letter from the Internal Revenue Service. Sellers may require, as a condition to making such transfer evidence satisfactory to Sellers of the qualified status of Purchasers' defined contribution plan, including a copy of a favorable determination letter form the Internal Revenue Service. In consideration of such transfer, the Purchasers or one of their Affiliates shall assume all liabilities to Transferred Employees under Sellers' 401(k).

Purchaser's Benefit Plans. (ia) The Purchasers or one of their Affiliates shall establish a defined benefit pension plan to provide retirement benefits to Transferred Employees whose terms and conditions of employment are determined by the collective bargaining agreements covering Transferred Employees in the United States (the “Transferred Union Employees”) and listed in Section 9.09(a) of the Disclosure Schedule (the “Purchasers’ DB Plan”). The Purchasers’ DB Plan will recognize all years of service with the Sellers for purposes of eligibility, vesting and benefit accrual. Transferred Union Employees’ benefits determined using this benefit accrual service under Purchasers’ DB Plan will be reduced by the amount of the accrued benefit payable to Transferred Union Employees under the ArvinMeritor, Inc. Retirement Plan (the “Sellers DB Plan”). Except as provided herein, as of the Effective Time, the Transferred Union Employees will cease benefit accrual under the Sellers DB Plan. The accrued benefit payable to Transferred Union Employees under the Sellers DB Plan will be determined using the dollar benefit multiplier which was in effect at the earlier of the Transferred Employees termination of employment with the Purchaser or the expiration of the last collective bargaining agreement negotiated by the Seller. (b) As of the Closing, Purchasers shall establish or make available employee benefit plans which shall provide retirement, health, medical, dental, vision, life insurance, severance and disability coverage (“Purchasers’ Benefit Plans”) for the Transferred Employees as Purchasers deem appropriate or as required by applicable Law. Transferred Employees shall be given credit under such Purchasers’ Benefit Plans for all service prior to the Effective Time with Sellers and any of their Affiliates or any predecessor employer (to the extent such credit was given by such Seller or their predecessors) any of its Affiliates or any predecessor employer), and all service with Purchasers or any of their AffiliatesAffiliates on or following the Effective Time but prior to the time such Transferred Employee becomes such a participant, only for purposes of determining eligibility and vesting and for all other purposes for which Purchasers determine that service shall be either taken into account or recognized. In the United States, to participate in the extent recognized under Sellers Benefit Plans and to vest under those employee benefit plansas permitted by Purchasers’ insurance carriers, within such service also shall apply for purposes of satisfying any waiting periods, evidence of insurability requirements or the meaning application of Section 3(3) of ERISA, in which the Transferred Employees are enrolled by the Purchasers or one of their Affiliates immediately after the Closing Date. The Purchasers shall cause all any pre-existing condition exclusions under any medical and dental plans made available by limitations. Furthermore, in the Purchasers to United States, Transferred Employees to shall be waived in respect of such Employees. Expenses incurred by Transferred Employees given credit for amounts paid under Seller's medical and dental plans a corresponding employee benefit plan during the year that includes the Closing Date shall be taken into account same period for purposes of satisfying deductible applying deductibles, co-payments, and coinsurance requirements and satisfaction of out-of-pocket provisions maximums as though such amounts had been paid in accordance with the terms and conditions of the Purchasers medical and dental plans in which Transferred Employees participate for such yearcomparable Purchasers’ Benefit Plans. (iic) Account balances as of the Closing Date of the Transferred Employees (including earnings thereon through the date of transfer) under Sellers' 401(k) Plans, shall be transferred, in cash, to a defined contribution plan of the Purchasers or one of their Affiliates. The Purchasers and Sellers shall use their best efforts agree to complete such transfer within 60 days of the Closing Date. Such transfer shall be effected in accordance cooperate and share information with applicable law respect to payroll reporting, including Transferred Employee withholding and regulations and the Purchasers shall make or cause to be made, and the FICA data. (d) Sellers shall make not be responsible for nor have any obligations or cause Liabilities with respect to be made, any required filings in connection therewith. The Purchasers or one of their Affiliates may require, as a condition to the acceptance of any such transfer, evidence satisfactory to the Purchasers of the qualified status of the 401(k) Purchasers’ Benefit Plans, including, if appropriate, a copy of a favorable determination letter from the Internal Revenue Service. Sellers may require, as a condition to making such transfer evidence satisfactory to Sellers of the qualified status of Purchasers' defined contribution plan, including a copy of a favorable determination letter form the Internal Revenue Service. In consideration of such transfer, the Purchasers or one of their Affiliates shall assume all liabilities to Transferred Employees under Sellers' 401(k).

Purchaser's Benefit Plans. With respect to each Transferred Employee: (i) The Purchasers or one of their Affiliates will recognize all service of the Transferred Employees with the Sellers (or their predecessors) or any of their Affiliates, only for purposes of eligibility will be eligible to participate in Purchaser’s retirement savings plan, employee stock purchase plan, health, medical, long-term disability and to vest under those employee benefit short-term disability plans, within the meaning vacation policy and other applicable benefit plans (collectively, “Purchaser Benefit Plans”) as provided to similarly situated employees of Section 3(3) of ERISAPurchaser, in which accordance with the terms of such Purchaser Benefit Plans. Time in service for each Transferred Employees are enrolled by the Purchasers Employee under Purchaser’s 401(k) Plan shall include his or one her period of their Affiliates immediately after service with either Seller ending on the Closing Date. The Purchasers Time in service for each Transferred Employee under Purchaser’s vacation policy shall cause all preinclude his or her period of service with either Seller ending on the Closing Date. To the extent that any other Purchaser Benefit Plan takes into account time in service in determining eligible rights, benefits or any other matter thereunder, time in service for each Transferred Employee shall include his or per period of service with either Seller or any Affiliate of either Seller or AIG ending on the Closing Date. In addition, although Purchaser has no written severance policy and awards severance to terminated employees on a case-existing condition exclusions under by-case basis, if in making any medical and dental plans made available by decision to award severance with respect to a Transferred Employee Purchaser determines in its sole discretion to take into account such employee’s time in service, Purchaser will include the Purchasers to period of a Transferred Employees to be waived in respect of such Employees. Expenses incurred by Transferred Employees under Seller's medical and dental plans during the year that includes Employee’s past service with Sellers ending on the Closing Date shall be taken into account for purposes as such Transferred Employee’s time in service with Purchaser. Purchaser reserves the right to amend, modify, change or terminate any of satisfying deductible and coinsurance requirements and satisfaction of out-of-pocket provisions of the Purchasers medical and dental plans in which Transferred Employees participate for such yearPurchaser Benefit Plans at any time or from time to time. (ii) Account balances as of To the Closing Date of extent permitted by Purchaser’s Benefit Plans without additional cost, Purchaser will cause any pre-existing condition limitation under the Transferred Employees medical benefit plans made available by Purchaser to be waived to the extent such conditions have been waived under the applicable Seller’s Benefit Plans. (including earnings thereon through iii) Purchaser hereby assumes the date of transfer) under Sellers' 401(k) Plansobligation and liability for, shall be transferred, in cash, to a defined contribution plan of the Purchasers or one of their Affiliates. The Purchasers and will indemnify AIG and Sellers shall use their best efforts to complete such transfer within 60 days of the Closing Date. Such transfer shall be effected in accordance with applicable law respect to, all compensation, bonus, welfare benefit, severance and regulations and the Purchasers shall make or cause to be made, and the Sellers shall make or cause to be made, any required filings in connection therewith. The Purchasers or one of their Affiliates may require, as a condition to the acceptance of any such transfer, evidence satisfactory to the Purchasers of the qualified status of the 401(k) Plansother employment-related obligations, including, if appropriatewithout limitation, a copy of a favorable determination letter from the Internal Revenue Service. Sellers may require, as a condition all obligations and liabilities under any Purchaser Benefit Plans or for any workers’ compensation or similar workers’ protection claims with respect to making such transfer evidence satisfactory to Sellers of the qualified status of Purchasers' defined contribution plan, including a copy of a favorable determination letter form the Internal Revenue Service. In consideration of such transfer, the Purchasers or one of their Affiliates shall assume any Transferred Employee for all liabilities to Transferred Employees under Sellers' 401(k)periods while employed by Purchaser.