Common use of Qualified Plans Clause in Contracts

Qualified Plans. (a) CVS shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under CVS's ESOP. CVS shall cause each Transferred Employee to become 100% vested in the employee's account in CVS's ESOP as of the Initial Public Offering Date. As soon as practicable after the Initial Public Offering Date, CVS shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens (the "Linens Plan") or to an individual retirement account. CVS and Linens shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering Date, or as soon as practicable thereafter, Linens shall establish or designate the Linens Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. (c) As soon as practicable after the Initial Public Offering Date, Linens shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, for the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described herein.

Qualified Plans. (a) CVS Acquired Company and/or the Acquired Company Subsidiaries shall retain sponsorship of all liabilities and obligations in respect to benefits accrued by Transferred Employees under CVS's ESOP. CVS shall cause each Transferred Employee to become 100% vested in the employee's account in CVS's ESOP as of the Initial Public Offering Date. As soon as practicable after the Initial Public Offering Date, CVS shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan employee pension benefit plans (within the meaning of ERISA Section 401(a)(313(2)) maintained for the benefit of the Internal Revenue Code Transferred Employees immediately prior to the Closing Date ("Code"the “Acquired Company Retirement Plans”), a "Direct Rollover") maintained by Linens (and Buyer or its Affiliates may administer the "Linens Plan") Acquired Company Retirement Plans in their discretion, including the amendment, modification, or termination of the plans, subject to an individual retirement account. CVS all terms and Linens shall work together in order conditions of the Law, the plans, and all contracts and other agreements pursuant to facilitate any such distribution or rollover which the Acquired Company Retirement Plans are governed, funded, and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Plan to accept a Direct Rollover in a form other than cashadministered. (b) On Effective as of the Initial Public Offering Closing Date, the Buyer or as soon as practicable thereafterits Affiliates shall, Linens by operation of law, retain all the assets held in separate trusts for the Acquired Company Retirement Plans, whether in cash or in kind (inclusive of loans). Buyer and its Affiliates also agree that any defined contribution plan of Buyer or any of its Affiliates will accept a direct rollover from any other such plan maintained by the Seller of the account of any Transferred Employee who elects to make such a direct rollover, including a direct rollover, in kind, of any outstanding loan(s) of any such Transferred Employee, provided any such rollover elected by a Transferred Employee is eligible for rollover treatment under applicable Law. To the extent necessary, Buyer shall, and shall establish or designate cause its Affiliates to, amend its plans prior to the Linens Plan Closing in order to accommodate carry out the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Plan under the applicable provisions intent of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rolloverthis Section 5.4. (c) As soon as practicable after All contributions payable to the Initial Public Offering Acquired Company Retirement Plans for all benefits earned and other liabilities incurred through the Closing Date, Linens determined in accordance with the terms and provisions of such plan, ERISA, and the Code, have been paid or otherwise provided for, and to the extent unpaid are reflected in the books or financial statements of Seller. However, in the event that the Closing Date occurs on a date that is not coincident with the end of a payroll cycle of one or more payrolls of Seller, Buyer and its Affiliates shall establish retain or designate an individual account plan (the "Successor Individual Account Plan")assume financial responsibility, which may be the same plan as the Linens Planon a pro-rata basis, for the benefit value of company contribution obligations arising before and after, respectively, the Closing Date occurring during such payroll cycle(s) for such Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described herein.

Qualified Plans. (a) CVS Melville shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under CVSMelville's ESOP. CVS Melville shall cause each Transferred Employee to become 100% vested in the employee's account in CVSMelville's ESOP as of the Initial Public Offering Closing Date. As soon as practicable after the Initial Public Offering Closing Date, CVS Melville shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under CVSMelville's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVSMelville's ESOP or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens Newco or a Subsidiary of Newco (the "Linens Newco Plan") or to an individual retirement account. CVS Melville and Linens Newco shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Newco Plan; provided that nothing contained herein shall obligate the Linens Newco Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering Closing Date, or as soon as practicable thereafter, Linens Newco shall establish or designate the Linens Newco Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Newco Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. (c) As soon as practicable after the Initial Public Offering Closing Date, Linens Newco shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, ) for the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS Melville shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVSMelville's 401(k) Profit Sharing Plan as of the Initial Public Offering Closing Date. No later than the date of the transfer described herein, Linens Melville shall make all applicable 401(k), profit sharing, matching contributions and qualified non-non- elective contributions payable under CVSMelville's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating theretoClosing Date. As soon as practicable following the Initial Public Offering Closing Date, CVS Melville shall cause the trustee of CVSMelville's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVSMelville's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS Melville and LinensNewco) the full account balances of Transferred Employees (and beneficiaries thereof) under CVSMelville's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Closing Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Closing Date to the date of transfer described herein, to the appropriate trustee as designed by Linens Newco under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS Melville is under no obligation to effect a distribution, payment or loan under CVSMelville's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Closing Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS Melville prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS Melville and Linens Newco agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens Newco shall, effective as of the date of transfer described herein, assume all of the obligations of CVS Melville in respect of the account balances accumulated by Transferred Employees under CVSMelville's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS Melville hereby indemnifies LinensNewco, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVSMelville's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens Newco hereby indemnifies CVS Melville against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described herein.

Qualified Plans. (a) CVS The Shareholder shall retain all liabilities and obligations in respect to benefits accrued by Transferred Acquired Employees (as defined in Section 9(d)) prior to the Closing Date under CVS's ESOP(A) the Xxxx X. Xxxxxxx and Company, Incorporated Profit Sharing and Savings Plan, (B) the Xxxx X. Xxxxxxx and Company, Incorporated Pension Plan, and (C) the Xxxx X. Xxxxxxx and Company, Incorporated Employee Stock Ownership Plan (collectively, the "Xxxxxxx Qualified Plans"). CVS The Acquired Employees ongoing accrual of benefits under the Xxxxxxx Qualified Plans shall cease as of the Closing Date (i.e., the Acquired Employees' benefits under the Xxxxxxx Qualified Plans shall be "frozen" as of the Closing Date), with the exception that, notwithstanding the purchase and sale of the Shares, Acquired Employees shall nevertheless be entitled to receive a pro rata share of any profit sharing, money purchase, or ESOP contributions made by the Shareholder to the Xxxxxxx Qualified Plans attributable to the plan year in which the Closing occurs, to be calculated based upon the covered compensation paid for such Acquired Employees, during the portion of the plan year the Acquired Employees were in the Shareholder controlled group (i.e., through the Closing Date). The Xxxxxxx Qualified Plans shall be amended to allow the Acquired Employees to receive such a pro rata share of employer contributions. The Shareholder shall timely take whatever corporate action is necessary to freeze benefit accruals under the Xxxxxxx Qualified Plans and shall timely provide any notices required regarding the cessation of benefit accruals under the Xxxxxxx Qualified Plans, and the Shareholder shall cause each Transferred Acquired Employee to become 100% vested in the employeeAcquired Employee's account accounts in CVS's ESOP the Xxxxxxx Qualified Plans as of the Initial Public Offering Closing Date. As soon as practicable after the Initial Public Offering Closing Date, CVS after the receipt of any pro rata share of employer contributions for the year, and after receipt of favorable determination letters from the Internal Revenue Service regarding the amended Xxxxxxx Qualified Plans, the Shareholder shall take such action as may be necessary, if any, to permit allow the Xxxxxxx Qualified Plans to make immediate distributions of each Transferred Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Acquired Employee's full account balances under CVS's ESOP in the Xxxxxxx Qualified Plans to said Acquired Employee. Each Acquired Employee shall be given the right to elect to receive his or her full account balances in the Xxxxxxx Qualified Plans in cash, or to effect elect a tax-free rollover of the taxable portion of the his or her account balances into an eligible retirement plan (within to the meaning of Section 401(a)(31) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens ReliaStar Success Sharing Plan (the "Linens ReliaStar Plan") or to an individual retirement accountaccount (said tax-free rollover constituting a "Direct Rollover" within the meaning of Section 401(a)(31)) of the Code. CVS The Shareholder and Linens the Buyer shall work together in order to facilitate any such distribution or rollover rollover, and to effect a Direct Rollover for those participants Acquired Employees who elect to roll over rollover their account balances directly into the Linens ReliaStar Plan; provided provided, however, that nothing contained herein shall obligate the Linens ReliaStar Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering Date, or as soon as practicable thereafter, Linens shall establish or designate the Linens Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. (c) As soon as practicable after the Initial Public Offering Date, Linens shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, for the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described herein.

Qualified Plans. (a) CVS Melville shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under CVSMelville's ESOP. CVS Melville shall cause each Transferred Employee to become 100% vested in the employee's account in CVSMelville's ESOP as of the Initial Public Offering Distribution Date. As soon as practicable after the Initial Public Offering Distribution Date, CVS Melville shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under CVSMelville's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVSMelville's ESOP or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens Footstar (the "Linens Footstar Plan") or to an individual retirement account. CVS Melville and Linens Footstar shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Footstar Plan; provided that nothing contained herein shall obligate the Linens Footstar Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering Distribution Date, or as soon as practicable thereafter, Linens Footstar shall establish or designate the Linens Footstar Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Footstar Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. (c) As soon as practicable after the Initial Public Offering Distribution Date, Linens Footstar shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Footstar Plan, for the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS Melville shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVSMelville's 401(k) Profit Sharing Plan as of the Initial Public Offering Distribution Date. No later than the date of the transfer described herein, Linens Footstar shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVSMelville's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Distribution Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Distribution Date, CVS Melville shall cause the trustee of CVSMelville's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVSMelville's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS Melville and LinensFootstar) the full account balances of Transferred Employees (and beneficiaries thereof) under CVSMelville's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Distribution Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Distribution Date to the date of transfer described herein, to the appropriate trustee as designed by Linens Footstar under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS Melville is under no obligation to effect a distribution, payment or loan under CVSMelville's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Distribution Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS Melville prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS Melville and Linens Footstar agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens Footstar shall, effective as of the date of transfer described herein, assume all of the obligations of CVS Melville in respect of the account balances accumulated by Transferred Employees under CVSMelville's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS Melville hereby indemnifies LinensFootstar, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVSMelville's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens Footstar hereby indemnifies CVS Melville against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described herein.

Qualified Plans. (ai) CVS shall retain all liabilities Pfizer sponsors the following Plans covering --- ---------------- Employees (US) which are intended to be qualified under Section 401(a) of the --- Code (collectively, the "Pfizer Qualified Plans"): the Pfizer Savings Plan (the -- ---------------------- "Savings Plan") and obligations in respect to benefits accrued by Transferred Employees under CVS's ESOPthe Xxxxxx-Xxxxxxx Retirement Plan (the "Retirement ------------- ---------- Plan"). CVS shall cause each Transferred Employee to become 100% vested in the employee's account in CVS's ESOP Effective as of the Initial Public Offering Closing Date, the Seller Corporations shall cause - each Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100%) vested in his or her accrued benefit under each such Plan. (ii) Effective as of 12:01 a.m. on the day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans as listed in Schedule -------- 7.5(b)(ii) (such plans being collectively referred to as the "Purchaser ------ --------- Qualified Plans"). Purchaser shall ensure that the Purchaser Qualified Plans ------------ will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Initial Public Offering Closing Date, CVS Pfizer shall take deliver such action accrued service data to Purchaser. Purchaser shall assume all liabilities with respect to Employees (US) under Purchaser Qualified Plans for benefits accrued after the Closing Date. (iii) If Purchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan ("Purchaser Savings Plan"), Pfizer shall ----------------------- cause, as may be necessarysoon as practicable after the Closing Date, if any, the Savings Plan to permit transfer the account balance of each Transferred Affected Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect a tax-free rollover Purchaser Savings Plan as of the taxable portion valuation date next preceding the date of transfer. (iv) With respect to the account balances into an eligible retirement plan Purchaser Qualified Plan that corresponds to the Retirement Plan (within the meaning of "Purchaser Defined Benefit Pension Plan"), Pfizer agrees to -------------------------------------- calculate and transfer to such Purchaser Defined Benefit Pension Plan as soon as practicable after the Closing Date the amount required under Section 401(a)(31414(l) of the Internal Revenue Code, reflecting the appropriate PBGC assumptions in effect as of the Closing Date. In the event the amount required under Section 414(l) of the Code is less than the aggregate ABO determined as of the Closing Date of the Affected Employees under the Retirement Plan, Pfizer shall pay in cash ("Code"), a "Direct Rollover"plus interest at LIBOR minus 1/8% for the period from the Closing Date to the payment date) maintained by Linens (the "Linens Plan") or to an individual retirement account. CVS and Linens shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering DatePurchaser upon, or as soon as practicable thereafterafter, Linens shall establish or designate the Linens Closing Date the difference between the aggregate ABO and the amount of assets transferred to the Purchaser Defined Benefit Pension Plan in order pursuant to accommodate Section 414(l) of the Direct Rollovers described above and shall take all action necessary, if any, to qualify Code. In calculating the Linens Plan aggregate ABO for Affected Employees under the applicable Retirement Plan, Pfizer shall utilize the same assumptions (including the discount rate assumption) that it used in its most recent financial disclosure for the Retirement Plan. Service with Pfizer and its Affiliates shall be counted toward vesting and eligibility under the Purchaser Defined Benefit Pension Plan. Purchaser shall recognize service with Pfizer and its Affiliates with respect to the level of benefit accrual to be prospectively credited to such Employee from the Closing Date forward under the Purchaser Defined Benefit Pension Plan (but no benefit accrual under the provisions of the Code Purchaser Defined Benefit Pension Plan shall be attributable to such service to Pfizer and its Affiliates). Purchaser shall make cause the Purchaser Defined Benefit Pension Plan to maintain as a separate frozen accrued benefit under such plan the accrued benefit of each Affected Employee under the Retirement Plan determined as of the Closing Date. Purchaser shall recognize service with both Pfizer and its Affiliates and Purchaser for determining any and all filings and submissions early retirement subsidies that may be attributable to determining such frozen accrued benefit. In addition, the appropriate governmental authorities required to optional form of benefit subsidies that are provided under the Retirement Plan shall be made by it in connection with any Direct Rollover. (c) provided on the frozen accrued benefit. As soon as practicable after the Initial Public Offering Closing Date, Linens Pfizer shall establish or designate an individual account plan deliver such accrued service date to Purchaser. (v) Purchaser, on the "Successor Individual Account Plan"one hand, and Pfizer, on the other hand, each agree to use commercially reasonable efforts and to cooperate with the other to effect as promptly as possible the transfers of assets contemplated under Sections 7.5(b)(iii) and 7.5(b)(iv), which may be subject to Pfizer's receipt of satisfactory evidence that the same plan as Purchaser Qualified Plans are in compliance with all relevant Laws; such evidence shall include a current determination letter from the Linens PlanIRS and representations satisfactory to Pfizer from the administrators of the Purchaser Qualified Plans. If a current determination letter has not been obtained, for Purchaser and its counsel shall provide a representation that the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan Purchaser Qualified Plans are qualified under the applicable provisions Section 401(a) of the Code and that a timely application for a determination letter is pending and that Purchaser will take all necessary steps to secure a determination letter. Pfizer and Purchaser shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with each bear their own individual costs regarding the transfer of assets described belowas contemplated under Sections 7.5(b)(iii) and 7.5(b)(iv). CVS (vi) Pfizer shall cause each Transferred Employee deliver to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan Purchaser as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Datesuch request, CVS shall cause the trustee all data and records reasonably requested by Purchaser in connection with its administration of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred retirement benefits for those Affected Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described hereinPurchaser Qualified Plans.

Qualified Plans. (a) CVS shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under CVS's ESOP. CVS shall cause each Transferred Employee to become 100% vested in the employee's account in CVS's ESOP Effective as of the Initial Public Offering Date. As soon as practicable after the Initial Public Offering Closing Date, CVS except as required by Applicable Laws, each Affected Employee shall take such action as may be necessarycease to accrue benefits, if any, to permit each Transferred Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31JX Xxxxxx Cxxxx 401(k) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens Savings Plan (the "Linens “401(k) Plan"”) and the JPMorgan Chase Retirement Plan (the “Retirement Plan”). Seller shall at all times maintain administration responsibilities and shall be responsible for the payment of benefits to current or former Affected Employees with respect to an individual retirement account. CVS and Linens shall work together their vested interests in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Plan to accept a Direct Rollover in a form other than cashplans. (b) On Effective as of the Initial Public Offering Closing Date, Seller Parent shall take, or as soon as practicable thereaftercause Seller to take, Linens shall establish or designate the Linens Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Plan under the applicable provisions of the Code and shall make any and all filings action necessary to fully vest the account balances of Affected Employees under (i) the 401(k) Plan and submissions the Retirement Plan, respectively, and (ii) any non-qualified excess benefit, deferred compensation or incentive plan (but excluding any stock awards or resticted stock units granted in 2005, which shall continue to vest in accordance with their terms) (a “Non-Qualified Plan”) maintained by Seller Parent or Seller, and make all applicable contributions under the 401(k) Plan and any Non-Qualified Plan, respectively, otherwise provided for in the plan year in which the Closing occurs with respect to compensation earned by Affected Employees prior to the appropriate governmental authorities required Closing Date, without regard to be made by it in connection any provision of the 401(k) Plan or such Non-Qualified Plan requiring a minimum number of hours of service, or employment on any particular date, if the applicable Affected Employees would have qualified for a contribution if they had remained employed with any Direct RolloverSeller or the Company. (c) As soon as practicable after Purchaser agrees that the Initial Public Offering Date, Linens shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, for the benefit of Transferred Employees, shall take all necessary actionPurchaser’s defined contribution plan, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming accept a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect direct rollover of the account balances accumulated by Transferred Employees under CVS's of any Affected Employee in the 401(k) Profit Sharing Plan (exclusive or lump sum distribution from the Retirement Plan who elects to make such a direct rollover, including a direct rollover, in kind, of any portion of loan(s) outstanding to any such account balances which are paid or otherwise withdrawn prior to Affected Employee under the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (Plan; or the qualified status of that Plan) which arose prior Purchaser will provide a benefit with substantially similar economic value to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described hereinsuch Affected Employee.

Qualified Plans. (a) CVS On or before the Closing Date, Trek shall retain take (or cause to be taken) all liabilities and obligations in respect action necessary or otherwise appropriate to benefits accrued by Transferred Employees under CVS's ESOP. CVS shall cause each Transferred Employee to become 100% vested in initiate the employee's account in CVS's ESOP process of terminating, effective as of the Initial Public Offering Closing Date. As soon as practicable , the Xxxxx Bros., Inc. Profit Sharing and Retirement Plan and any other Qualified Plan maintained by Xxxxx, including, but not limited to (i) the timely adoption of valid resolutions of the board of directors of Xxxxx terminating such plans; (ii) providing timely notice of the termination of such plans to participants therein, to the extent required by such plans; (iii) fully vesting all accrued benefits of participants in such plans; (iv) amending such plans, to the extent necessary, to provide for an allocation of any employer contributions for the period through the Closing Date to plan participants who otherwise would have been entitled to an allocation of any contributions made with respect to such plans at the end of the current plan year; (v) making the employer contributions described in (iv) in a manner consistent with Section 5.4(c); and (vii) taking all actions necessary to assist Watsco, Xxxxx or ISI with the timely preparation and filing with the Internal Revenue Service after the Initial Public Offering Closing Date of an application for a determination letter with respect to the qualified status upon termination of such plans. (b) Effective as of the day following the Closing Date, CVS Watsco shall take such (or cause to be taken) all action as may be necessary, if any, necessary or otherwise appropriate to permit each Transferred Employee to exercise his rights under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect have Xxxxx adopt and become a tax-free rollover of the taxable portion of the account balances into an eligible retirement participating employer in any employee pension benefit plan (within the meaning of Section 401(a)(313(2) of ERISA) which is intended to comply with Code Section 401(a) that is generally available to employees of Watsco and its Affiliates (the Internal Revenue Code ("CodeWATSCO QUALIFIED PLAN"), a "Direct Rollover"and shall amend such plan, to the extent necessary, to (i) maintained by Linens recognize for eligibility and vesting purposes under the Watsco Qualified Plan all service of Xxxxx employees counted for such purposes under the Xxxxx Bros., Inc. Profit Sharing and Retirement Plan, and (ii) enable Xxxxx employees to enroll under the "Linens Plan") or to an individual retirement account. CVS and Linens shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Watsco Qualified Plan to accept a Direct Rollover in a form other than cash. (b) On the Initial Public Offering Date, or as soon as practicable thereafter, Linens shall establish or designate after the Linens Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Linens Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct RolloverClosing Date. (c) As soon as practicable after After the Initial Public Offering Date, Linens shall establish or designate an individual account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, for the benefit of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing Plan as of the Initial Public Offering Date. No later than the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date Closing but prior to the date delivery of transfer described herein if the required distributionClosing Date Financial Statements to Watsco pursuant to Section 2.3(c) hereof, payment or loan, as Trek shall determine the case may be, forms have not been received by CVS prior total amount of Xxxxx'x contribution to the last day of the month preceding the month in which the transfer described herein occurs. CVS Xxxxx Bros., Inc. Profit Sharing and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration Retirement Plan for the transfer plan year ended September 30, 1997, and the amount of assets described hereinsuch contribution shall be accrued on the Closing Date Financial Statements. Watsco shall cause Xxxxx to contribute to the Xxxxx Bros., Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Inc. Profit Sharing Retirement Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior no later than January 15, 1998, an amount equal to the date of transfer described herein) with respect liability accrued on the Closing Date Financial Statements for the plan contribution for the plan year ended September 30, 1997, and shall cause the plan to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims treat such contribution as a contribution for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described hereinsuch plan year.

Qualified Plans. (ai) CVS shall retain all liabilities Pfizer sponsors the following Plans covering Employees (US) which are intended to be qualified under Section 401(a) of the Code (collectively, the “Pfizer Qualified Plans”): the Pfizer Savings Plan (the “Savings Plan”) and obligations in respect to benefits accrued by Transferred Employees under CVS's ESOPthe Xxxxxx-Xxxxxxx Retirement Plan (the “Retirement Plan”). CVS Effective as of the Closing Date, the Seller Corporations shall cause each Transferred Affected Employee who is a participant in one or both Pfizer Qualified Plans to become one hundred percent (100% %) vested in his or her accrued benefit under each such Plan. (ii) Except as otherwise provided in the employee's account in CVS's ESOP Transitional Services Agreement or as otherwise mutually agreed by Pfizer and Purchaser, effective as of 12:01 a.m. on the Initial Public Offering day immediately following the Closing Date, each participant in a Pfizer Qualified Plan who is an Affected Employee shall cease to be an active participant under each such Plan, and shall become a participant in the Purchaser Qualified Plans as provided in Schedule 7.5(b)(ii). Purchaser shall ensure that the Purchaser Qualified Plans will recognize the accrued service of Affected Employees with Pfizer and its Affiliates up to and including the Closing Date for all purposes, to the extent credited under the terms of Back to Contents the corresponding Pfizer Qualified Plan as in effect on the Closing Date. As soon as practicable after the Initial Public Offering Closing Date, CVS Pfizer shall take deliver such action as may be necessary, if any, accrued service data to permit each Transferred Employee Purchaser. Purchaser shall assume all liabilities with respect to exercise his rights Employees (US) under CVS's ESOP to effect an immediate distribution of such Transferred Employee's full account balances under CVS's ESOP or to effect a tax-free rollover of Purchaser Qualified Plans for benefits accrued after the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Internal Revenue Code ("Code"), a "Direct Rollover") maintained by Linens (the "Linens Plan") or to an individual retirement account. CVS and Linens shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into the Linens Plan; provided that nothing contained herein shall obligate the Linens Plan to accept a Direct Rollover in a form other than cashClosing Date. (biii) On Except as otherwise provided in the Initial Public Offering Date, Transitional Services Agreement or as soon as practicable thereafter, Linens shall establish or designate the Linens Plan in order to accommodate the Direct Rollovers described above otherwise mutually agreed by Pfizer and shall take all action necessaryPurchaser, if anyPurchaser maintains or establishes a Purchaser Qualified Plan that corresponds with the Savings Plan, to qualify the Linens Plan under the applicable provisions of the Code and Pfizer shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. (c) As cause, as soon as practicable after the Initial Public Offering Closing Date, Linens shall establish or designate an individual the Savings Plan to transfer the account plan (the "Successor Individual Account Plan"), which may be the same plan as the Linens Plan, for the benefit balance of Transferred Employees, shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. CVS shall cause each Transferred Affected Employee to be 100% vested in the employee's account balance under CVS's 401(k) Profit Sharing such corresponding Purchaser Qualified Plan as of the Initial Public Offering Date. No later than valuation date next preceding the date of the transfer described herein, Linens shall make all applicable 401(k), profit sharing, matching contributions and qualified non-elective contributions payable under CVS's 401(k) Profit Sharing Plan with respect to Transferred Employees for periods on or prior to the Initial Public Offering Date and shall be entitled to retain any applicable reserves or accruals relating thereto. As soon as practicable following the Initial Public Offering Date, CVS shall cause the trustee of CVS's 401(k) Profit Sharing Plan to transfer in the form of cash or, to the extent applicable, notes representing outstanding loans made to Transferred Employees under CVS's 401(k) Profit Sharing Plan (or such other form as may be agreed to by CVS and Linens) the full account balances of Transferred Employees (and beneficiaries thereof) under CVS's 401(k) Profit Sharing Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Initial Public Offering Date to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Initial Public Offering Date to the date of transfer described herein, to the appropriate trustee as designed by Linens under the trust agreement forming a part of the Successor Individual Account Plan, it being understood that CVS is under no obligation to effect a distribution, payment or loan under CVS's 401(k) Profit Sharing Plan in respect of a Transferred Employee who either requests a loan or terminates employment after the Initial Public Offering Date but prior to the date of transfer described herein if the required distribution, payment or loan, as the case may be, forms have not been received by CVS prior to the last day of the month preceding the month in which the transfer described herein occurs. CVS and Linens agree to take such actions and enter into such agreements, if any, that may be necessary to effect the transfer described herein. In consideration for the transfer of assets described herein, Linens shall, effective as of the date of transfer described herein, assume all of the obligations of CVS in respect of the account balances accumulated by Transferred Employees under CVS's 401(k) Profit Sharing Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) with respect to the account balances transferred to the Successor Individual Account Plan. CVS hereby indemnifies Linens, the Company and the Subsidiaries against and agrees to hold them harmless from any liabilities or claims (including claims for benefits or for breach of fiduciary duties, but excluding claims for benefits to the extent of the assets transferred hereunder) relating to CVS's 401(k) Profit Sharing Plan (or the qualified status of that Plan) which arose prior to the transfer of assets described herein or which relate to the operation or administration of that Plan prior to the transfer of assets. Linens hereby indemnifies CVS against and agrees to hold it harmless from any liabilities or claims relating to the qualified status of the Successor Individual Account Plan or the operation or administration of that Plan following the transfer of assets described hereintransfer.