Common use of Reimbursement Account Plan Clause in Contracts

Reimbursement Account Plan. Prior to and effective as of the Distribution Date, New A&B or one or more members of the A&B Group shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits Program”) and each New A&B Employee shall be eligible as of the Distribution Date to participate in the New A&B Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings shall cause to be transferred from the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the health care flexible spending reimbursement accounts made by A&B Employees prior to the Distribution Date during 2012 over the aggregate reimbursement payouts paid to the New A&B Employees for such year from such accounts. New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings shall cause to be transferred from the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by A&B Employees prior to the Distribution Date during 2012 over the aggregate reimbursement payouts paid to the New A&B Employees for such year from such accounts. From and after the Distribution Date, New A&B shall assume and be solely responsible for all claims by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date.

Reimbursement Account Plan. Prior to and effective Effective as of the Distribution DateJanuary 1, New A&B or one or more members of the A&B Group shall establish flexible spending 2008, SpinCo established a health, dependent care, and adoption reimbursement accounts under a cafeteria account plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits ProgramSpinCo Reimbursement Account Plan”) and each New A&B Employee shall be eligible as of the Distribution Date with features that are comparable to participate those contained in the New A&B Flexible Benefits Program pursuant health, dependent care, and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 (the terms of such plan“RemainCo Reimbursement Account Plan”). As of the Distribution Date, New A&B RemainCo shall cause the New A&B Flexible Benefits Program RemainCo Reimbursement Account Plan to accept fully perform, pay and discharge all claims of RemainCo Participants and SpinCo Participants that are incurred (but not reported) prior to January 1, 2008. Except as provided below with respect to Transferred RemainCo Participants and Transferred SpinCo Participants, RemainCo shall cause the RemainCo Reimbursement Account Plan to fully perform, pay and discharge all claims that are incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a transfer beneficiary, dependent or alternate payee of an employee) of a member of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in RemainCo Group. Except as provided below with respect to Transferred RemainCo Participants and Transferred SpinCo Participants, SpinCo shall cause the Holdings Flexible Benefits Program immediately prior SpinCo Reimbursement Account Plan to the Distribution Datefully perform, pay and to honor and continue through December 31discharge all claims that are incurred on or after January 1, 2012 the elections made 2008 by each New A&B Employee under individual who, at the Holdings Flexible Benefits Program in respect time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution DateSpinCo Group. As soon as practicable No more than 45 days following the Distribution Date, Holdings RemainCo shall cause to be transferred from to SpinCo an amount in cash equal to (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the health care flexible spending reimbursement accounts RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by A&B Employees prior or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the Distribution Date during 2012 over SpinCo Group, reduced by (ii) the aggregate reimbursement payouts sum of all claims incurred in calendar year 2008 and paid by the RemainCo Reimbursement Account Plan with respect to all such Transferred SpinCo Participants, and the SpinCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred SpinCo Participants on or after the date of the cash transfer; provided, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to the New A&B Employees for such year from such accountsexcess of (ii) over (i). New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable No more than 45 days following the Distribution Date, Holdings SpinCo shall cause to be transferred from to RemainCo an amount in cash equal to (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the dependent care flexible spending reimbursement accounts SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by A&B Employees prior or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the Distribution Date during 2012 over RemainCo Group, reduced by (ii) the aggregate reimbursement payouts paid to the New A&B Employees for such year from such accounts. From and after the Distribution Date, New A&B shall assume and be solely responsible for sum of all claims incurred in calendar year 2008 and paid by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, whether incurred prior toand the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo Participants on or after the Distribution Datedate of the cash transfer; provided, however, that have not been paid if the amount described in full as (ii) above is greater than the amount described in (i) above, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to the excess of (ii) over (i). All assets or obligations relating to all participants in the Distribution DateRemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCo.

Reimbursement Account Plan. Prior to and effective as of the Distribution Date, New A&B On or one or more members of the A&B Group shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits Program”) and each New A&B Employee shall be eligible as of the Distribution Date to participate in the New A&B Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Date, SpinCo shall, or shall cause another SpinCo Entity to, take commercially reasonable steps to establish and adopt a health and dependent care reimbursement account plan (the “SpinCo Reimbursement Account Plan”) substantially identical to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the health and dependent care flexible spending reimbursement accounts that are in effect account plan maintained by NOV immediately prior to the Distribution for the benefit of SpinCo Welfare Plan Participants immediately prior to the Distribution Date (the “NOV Reimbursement Account Plan”). The Parties shall take all actions appropriate to cause a spin-off of the portion of the NOV Reimbursement Account Plan covering SpinCo Group Employees to the SpinCo Reimbursement Account Plan in accordance with Revenue Ruling 2002-32 and subsequent guidance. Participant elections, contribution levels and coverage levels, as in effect prior to the Distribution Date, as applicable, under the NOV Reimbursement Account Plan, will continue to be effective on and after the Distribution Date, as applicable, under the SpinCo Reimbursement Account Plan. Prior to the Distribution Date, NOV shall provide written notice to all individuals anticipated to be participate in the SpinCo Reimbursement Account Plan immediately after the Distribution of the intended continuation of such elections. As soon as reasonably practicable following the Distribution Date, Holdings shall cause NOV will transfer to be transferred from the Holdings Flexible Benefits Program SpinCo or a SpinCo Entity an amount equal to the New A&B Flexible Benefits Program the excess, if any, of the aggregate accumulated participant contributions to the health care flexible spending reimbursement accounts NOV Reimbursement Plan made by A&B Employees prior to in the calendar year in which the Distribution Date occurs through the Distribution Date, less reimbursements during 2012 over that period. NOV will not be responsible for, and will have no liability relating to, resulting from, or arising out of the aggregate provision of health reimbursement payouts paid and dependent care reimbursement benefits to SpinCo Group Employees following the New A&B Employees for such year from such accounts. New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the health flexible spending account balances and dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior account balances to the Distribution DateSpinCo Reimbursement Account Plan, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior except to the Distribution Date. As soon as practicable following extent related to the Distribution Date, Holdings shall cause to be transferred transfer of balances from the Holdings Flexible Benefits Program NOV Reimbursement Account Plan to the New A&B Flexible Benefits Program SpinCo Reimbursement Account Plan. SpinCo intends that the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by A&B Employees prior to the Distribution Date during 2012 over the aggregate reimbursement payouts paid to the New A&B Employees for such year from such accounts. From SpinCo Reimbursement Account Plan will be available on and after the Distribution Date, New A&B shall assume and be solely responsible for all claims by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date.

Reimbursement Account Plan. Prior Effective as of the Effective Time, CDK (acting directly or through its Affiliates) shall have established a health care, limited purpose health care and dependent care reimbursement account plan (the “CDK Reimbursement Account Plan”) with features that are comparable to those contained in the Automatic Data Processing, Inc. Health Care, Limited Purpose Health Care and Dependent Care Flexible Spending Accounts Plan (the “ADP Reimbursement Account Plan”). With respect to CDK Participants, effective as of the Distribution DateEffective Time, New A&B CDK (acting directly or one through its Affiliates) shall assume responsibility for administering all reimbursement claims of CDK Participants with respect to calendar year 2014, whether arising before, on, or more members of the A&B Group shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits Program”) and each New A&B Employee shall be eligible as of the Distribution Date to participate in the New A&B Flexible Benefits Program pursuant to the terms of such plan. As of after the Distribution Date, New A&B shall cause under the New A&B Flexible Benefits Program to accept a transfer CDK Reimbursement Account Plan and, for the avoidance of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to doubt, on and after the Distribution Date, and no additional claims shall be reimbursed with respect to honor and continue through December 31, 2012 the elections made by each New A&B Employee CDK Participants under the Holdings Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution DateADP Reimbursement Account Plan. As ADP shall, as soon as practicable following the Distribution Date, Holdings shall cause to be transferred from determine (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the health care flexible spending reimbursement accounts ADP Reimbursement Account Plan made with respect to calendar year 2014 by A&B Employees or on behalf of all CDK Participants, as a whole, prior to the Distribution Date during 2012 over Effective Time (the aggregate reimbursement payouts “Aggregate Pre-Effective Time Contributions”) and (ii) the sum of all claims incurred in calendar year 2014 and paid by the ADP Reimbursement Account Plan with respect to the New A&B Employees for such year from such accounts. New A&B shall cause the New A&B Flexible Benefits Program to accept CDK Participants, as a transfer of the dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately whole, prior to the Distribution DateEffective Time (the “Aggregate Pre-Effective Time Disbursements”). If the Aggregate Pre-Effective Time Contributions exceed the Aggregate Pre-Effective Time Disbursements, and to honor and continue through December 31ADP shall, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As as soon as practicable following the Distribution Date, Holdings shall cause to be transferred from the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, ADP’s determination of the aggregate accumulated contributions Aggregate Pre-Effective Time Contributions and Pre-Effective Time Disbursements, transfer to CDK an amount in cash equal to such difference. If the dependent care flexible spending reimbursement accounts made by A&B Employees prior Aggregate Pre-Effective Time Disbursements exceed the Aggregate Pre-Effective Time Contributions, CDK shall, upon ADP’s reasonable request and the presentation of such substantiating documentation as CDK shall reasonably request, transfer to the Distribution Date during 2012 over the aggregate reimbursement payouts paid ADP an amount in cash equal to the New A&B Employees for such year from such accounts. From and after the Distribution Date, New A&B shall assume and be solely responsible for all claims by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Datedifference.

Reimbursement Account Plan. Prior to and effective Effective as of the Distribution Date, New A&B Broadridge (acting directly or one or more members of the A&B Group through its Affiliates) shall establish flexible spending have established a health and dependent care reimbursement accounts under a cafeteria account plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits ProgramBroadridge Reimbursement Account Plan”) with features that are comparable to those contained in the Automatic Data Processing, Inc. Health Care and each New A&B Employee shall be eligible Dependent Care Flexible Spending Accounts Plan (the “ADP Reimbursement Account Plan”). With respect to Broadridge Participants, effective as of the Distribution Date Effective Time, Broadridge (acting directly or through its Affiliates) shall assume responsibility for administering all reimbursement claims of Broadridge Participants with respect to participate in the New A&B Flexible Benefits Program pursuant to the terms of such plan. As of calendar year 2007, whether arising before, on, or after the Distribution Date, New A&B shall cause under the New A&B Flexible Benefits Program to accept a transfer Broadridge Reimbursement Account Plan and, for the avoidance of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to doubt, on and after the Distribution Date, and no additional claims shall be reimbursed with respect to honor and continue through December 31, 2012 the elections made by each New A&B Employee Broadridge Participants under the Holdings Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution DateADP Reimbursement Account Plan. As ADP shall, as soon as practicable following the Distribution Date, Holdings shall cause to be transferred from determine (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the health care flexible spending reimbursement accounts ADP Reimbursement Account Plan made with respect to calendar year 2007 by A&B Employees or on behalf of all Broadridge Participants, as a whole, prior to the Distribution Date during 2012 over (the aggregate reimbursement payouts “Aggregate Pre-Distribution Date Contributions”) and (ii) the sum of all claims incurred in calendar year 2007 and paid by the ADP Reimbursement Account Plan with respect to the New A&B Employees for such year from such accounts. New A&B shall cause the New A&B Flexible Benefits Program to accept Broadridge Participants, as a transfer of the dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Datewhole, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings shall cause to be transferred from the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by A&B Employees prior to the Distribution Date during 2012 over (the aggregate reimbursement payouts paid to “Aggregate Pre-Distribution Date Disbursements”). If the New A&B Employees for such year from such accounts. From and after Aggregate Pre-Distribution Date Contributions exceeds the Aggregate Pre-Distribution DateDate Disbursements, New A&B shall assume and be solely responsible for all claims by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012ADP shall, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as soon as practicable following ADP’s determination of the Aggregate Pre-Distribution DateDate Contributions and Pre-Distribution Date Disbursements, transfer to Broadridge an amount in cash equal to such difference. If the Aggregate Pre-Distribution Date Disbursements exceeds the Aggregate Pre-Distribution Date Contributions, Broadridge shall, upon ADP’s reasonable request and the presentation of such substantiating documentation as Broadridge shall reasonably request, transfer to ADP an amount in cash equal to such difference.

Reimbursement Account Plan. Prior to and effective as of the Distribution Date, New A&B or one or more members of the A&B Group FTD Entities shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New A&B FTD Flexible Benefits Program”) and each New A&B FTD Employee shall be eligible as of the Distribution Date to participate in the New A&B FTD Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, New A&B FTD shall cause the New A&B FTD Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement accounts of each New A&B FTD Employee who participates in the Holdings UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December October 31, 2012 2013 the elections made by each New A&B FTD Employee under the Holdings UOL Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings United Online shall cause to be transferred from the Holdings UOL Flexible Benefits Program to the New A&B FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the health care flexible spending reimbursement accounts made by A&B FTD Employees prior to the Distribution Date during 2012 2013 over the aggregate reimbursement payouts paid to the New A&B FTD Employees for such year from such accounts. New A&B FTD shall cause the New A&B FTD Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each New A&B FTD Employee who participates in the Holdings UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December October 31, 2012 2013 the elections made by each New A&B FTD Employee under the Holdings UOL Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings United Online shall cause to be transferred from the Holdings UOL Flexible Benefits Program to the New A&B FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by A&B FTD Employees prior to the Distribution Date during 2012 2013 over the aggregate reimbursement payouts paid to the New A&B FTD Employees for such year from such accounts. From and after the Distribution Date, New A&B FTD shall assume and be solely responsible for all claims by New A&B FTD Employees under the New A&B FTD Flexible Benefits Program incurred at any time during 20122013, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date.

Reimbursement Account Plan. Prior to and effective as of the Distribution Date, New A&B or one or more members of the A&B Group FTD Entities shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New A&B "FTD Flexible Benefits Program”") and each New A&B FTD Employee shall be eligible as of the Distribution Date to participate in the New A&B FTD Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, New A&B FTD shall cause the New A&B FTD Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement accounts of each New A&B FTD Employee who participates in the Holdings UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December October 31, 2012 2013 the elections made by each New A&B FTD Employee under the Holdings UOL Flexible Benefits Program in respect of the health care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings United Online shall cause to be transferred from the Holdings UOL Flexible Benefits Program to the New A&B FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the health care flexible spending reimbursement accounts made by A&B FTD Employees prior to the Distribution Date during 2012 2013 over the aggregate reimbursement payouts paid to the New A&B FTD Employees for such year from such accounts. New A&B FTD shall cause the New A&B FTD Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each New A&B FTD Employee who participates in the Holdings UOL Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December October 31, 2012 2013 the elections made by each New A&B FTD Employee under the Holdings UOL Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, Holdings United Online shall cause to be transferred from the Holdings UOL Flexible Benefits Program to the New A&B FTD Flexible Benefits Program the excess, if any, of the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by A&B FTD Employees prior to the Distribution Date during 2012 2013 over the aggregate reimbursement payouts paid to the New A&B FTD Employees for such year from such accounts. From and after the Distribution Date, New A&B FTD shall assume and be solely responsible for all claims by New A&B FTD Employees under the New A&B FTD Flexible Benefits Program incurred at any time during 20122013, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Distribution Date.

Reimbursement Account Plan. Prior to and effective Effective as of the Distribution DateJanuary 1, New A&B or one or more members of the A&B Group shall establish flexible spending 2008, SpinCo established a health, dependent care, and adoption reimbursement accounts under a cafeteria account plan qualifying under Section 125 of the Code (the “New A&B Flexible Benefits ProgramSpinCo Reimbursement Account Plan”) and each New A&B Employee shall be eligible as of the Distribution Date with features that are comparable to participate those contained in the New A&B Flexible Benefits Program pursuant health, dependent care, and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 (the terms of such plan“RemainCo Reimbursement Account Plan”). As of the Distribution Date, New A&B RemainCo shall cause the New A&B Flexible Benefits Program RemainCo Reimbursement Account Plan to accept fully perform, pay and discharge all claims of RemainCo Participants and SpinCo Participants that are incurred (but not reported) prior to January 1, 2008, provided, however, that SpinCo shall reimburse RemainCo for all such claims paid by RemainCo with respect to an individual who, at the time the claim was incurred, was an employee (or a transfer beneficiary, dependent or alternate payee of an employee) of a member of the health care flexible spending reimbursement accounts of each New A&B Employee who participates in SpinCo Group. Except as provided below with respect to Transferred RemainCo Participants and Transferred SpinCo Participants, RemainCo shall cause the Holdings Flexible Benefits Program immediately prior RemainCo Reimbursement Account Plan to the Distribution Datefully perform, pay and to honor and continue through December 31discharge all claims that are incurred on or after January 1, 2012 the elections made 2008 by each New A&B Employee under individual who, at the Holdings Flexible Benefits Program in respect time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the health care flexible spending reimbursement accounts RemainCo Group. Except as provided below with respect to Transferred RemainCo Participants and Transferred SpinCo Participants, SpinCo shall cause the SpinCo Reimbursement Account Plan to fully perform, pay and discharge all claims that are in effect immediately prior to incurred on or after January 1, 2008 by each individual who, at the Distribution Datetime the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. As soon as practicable No more than 45 days following the Distribution Date, Holdings RemainCo shall cause to be transferred from to SpinCo an amount in cash equal to (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the health care flexible spending reimbursement accounts RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by A&B Employees prior or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the Distribution Date during 2012 over SpinCo Group, reduced by (ii) the aggregate reimbursement payouts sum of all claims incurred in calendar year 2008 and paid by the RemainCo Reimbursement Account Plan with respect to all such Transferred SpinCo Participants, and the SpinCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred SpinCo Participants on or after the date of the cash transfer; provided, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to the New A&B Employees for such year from such accountsexcess of (ii) over (i). New A&B shall cause the New A&B Flexible Benefits Program to accept a transfer of the dependent care flexible spending reimbursement accounts of each New A&B Employee who participates in the Holdings Flexible Benefits Program immediately prior to the Distribution Date, and to honor and continue through December 31, 2012 the elections made by each New A&B Employee under the Holdings Flexible Benefits Program in respect of the dependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable No more than 45 days following the Distribution Date, Holdings SpinCo shall cause to be transferred from to RemainCo an amount in cash equal to (i) the Holdings Flexible Benefits Program to the New A&B Flexible Benefits Program the excess, if any, sum of the aggregate accumulated all contributions to the dependent care flexible spending reimbursement accounts SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by A&B Employees prior or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the Distribution Date during 2012 over RemainCo Group, reduced by (ii) the aggregate reimbursement payouts paid to the New A&B Employees for such year from such accounts. From and after the Distribution Date, New A&B shall assume and be solely responsible for sum of all claims incurred in calendar year 2008 and paid by New A&B Employees under the New A&B Flexible Benefits Program incurred at any time during 2012SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, whether incurred prior toand the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo Participants on or after the Distribution Datedate of the cash transfer; provided, however, that have not been paid if the amount described in full as (ii) above is greater than the amount described in (i) above, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to the excess of (ii) over (i). All assets or obligations relating to all participants in the Distribution DateRemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCo.