Common use of Reimbursement Account Plan Clause in Contracts

Reimbursement Account Plan. Effective as of January 1, 2008, SpinCo established a health, dependent care, and adoption reimbursement account plan (the “SpinCo Reimbursement Account Plan”) with features that are comparable to those contained in the health, dependent care, and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 (the “RemainCo Reimbursement Account Plan”). RemainCo shall cause the RemainCo Reimbursement Account Plan to 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to (i) the sum of all contributions to the RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the SpinCo Group, reduced by (ii) the 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 excess of (ii) over (i). No more than 45 days following the Distribution Date, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCo.

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

Reimbursement Account Plan. Effective Prior to and effective as of January 1the Distribution Date, 2008, SpinCo established one or more members of the FTD Entities shall establish flexible spending reimbursement accounts under a health, dependent care, and adoption reimbursement account cafeteria plan qualifying under Section 125 of the Code (the “SpinCo Reimbursement Account Plan”"FTD Flexible Benefits Program") with features that are comparable and each FTD Employee shall be eligible as of the Distribution Date to those contained participate in the healthFTD Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, dependent care, and adoption FTD shall cause the FTD Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement account plan maintained by RemainCo accounts of each FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to January 1the Distribution Date, 2008 (and to honor and continue through October 31, 2013 the “RemainCo Reimbursement Account Plan”). RemainCo shall cause elections made by each FTD Employee under the RemainCo Reimbursement Account Plan to fully perform, pay and discharge all claims UOL Flexible Benefits Program in respect of RemainCo Participants and SpinCo Participants the health care flexible spending reimbursement accounts that are incurred (but not reported) in effect immediately prior to January 1, 2008the Distribution Date. Except As soon 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days practicable following the Distribution Date, RemainCo United Online shall cause to be transferred from the UOL Flexible Benefits Program to SpinCo an amount in cash equal to (i) the sum FTD Flexible Benefits Program the excess, if any, of all the aggregate accumulated contributions to the RemainCo Reimbursement Account Plan health care flexible spending reimbursement accounts made with respect by FTD Employees prior to calendar the Distribution Date during 2013 over the aggregate reimbursement payouts paid to the FTD Employees for such year 2008 by or on behalf from such accounts. FTD shall cause the FTD Flexible Benefits Program to accept a transfer of all Transferred SpinCo Participants for periods before the date dependent care flexible spending reimbursement accounts of each such Transferred SpinCo Participant’s transfer FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to the SpinCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the RemainCo Reimbursement Account Plan with respect to all such Transferred SpinCo ParticipantsDistribution Date, and to honor and continue through October 31, 2013 the SpinCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted elections made by Transferred SpinCo Participants on or after each FTD Employee under the date UOL Flexible Benefits Program in respect of the cash transfer; provideddependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo United Online shall cause to be transferred to RemainCo an amount in cash equal from the UOL Flexible Benefits Program to the excess FTD Flexible Benefits Program the excess, if any, of (ii) the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by FTD Employees prior to the Distribution Date during 2013 over (i)the aggregate reimbursement payouts paid to the FTD Employees for such year from such accounts. No more than 45 days following From and after the Distribution Date, SpinCo FTD shall cause to assume and be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants solely responsible for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims by FTD Employees under the FTD Flexible Benefits Program incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participantsat any time during 2013, and the RemainCo Reimbursement Account Plan shall fully performwhether incurred prior to, pay and discharge all claims submitted by Transferred RemainCo Participants on or after the date Distribution Date, that have not been paid in full as of the cash transfer; provided, however, that if the amount described in (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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCoDistribution Date.

Reimbursement Account Plan. Effective as of January 1the Distribution Date, 2008, SpinCo Broadridge (acting directly or through its Affiliates) shall have established a health, health and dependent care, and adoption care reimbursement account plan (the “SpinCo Broadridge Reimbursement Account Plan”) with features that are comparable to those contained in the healthAutomatic Data Processing, dependent care, Inc. Health Care and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 Dependent Care Flexible Spending Accounts Plan (the “RemainCo ADP Reimbursement Account Plan”). RemainCo With respect to Broadridge Participants, effective as of the Effective Time, Broadridge (acting directly or through its Affiliates) shall cause assume responsibility for administering all reimbursement claims of Broadridge Participants with respect to calendar year 2007, whether arising before, on, or after the RemainCo Distribution Date, under the Broadridge Reimbursement Account Plan to fully performand, pay for the avoidance of doubt, on and discharge all after the Distribution Date, no additional claims of RemainCo Participants and SpinCo Participants that are incurred (but not reported) prior to January 1, 2008. Except as provided below shall be reimbursed with respect to Transferred RemainCo Broadridge Participants and Transferred SpinCo Participants, RemainCo shall cause under the RemainCo ADP Reimbursement Account Plan to fully performPlan. ADP shall, 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days soon as practicable following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to determine (i) the sum of all contributions to the RemainCo ADP Reimbursement Account Plan made with respect to calendar year 2008 2007 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer Broadridge Participants, as a whole, prior to the SpinCo Group, reduced by Distribution Date (the “Aggregate Pre-Distribution Date Contributions”) and (ii) the sum of all claims incurred in calendar year 2008 2007 and paid by the RemainCo ADP Reimbursement Account Plan with respect to all such Transferred SpinCo Broadridge Participants, and as a whole, prior to the SpinCo Reimbursement Account Plan shall fully performDistribution Date (the “Aggregate Pre-Distribution Date Disbursements”). If the Aggregate Pre-Distribution Date Contributions exceeds the Aggregate Pre-Distribution Date Disbursements, pay and discharge all claims submitted by Transferred SpinCo Participants on or after the date ADP shall, as soon as practicable following ADP’s determination of the cash transfer; providedAggregate Pre-Distribution Date Contributions and Pre-Distribution Date Disbursements, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo shall cause transfer to be transferred to RemainCo Broadridge an amount in cash equal to such difference. If the excess Aggregate Pre-Distribution Date Disbursements exceeds the Aggregate Pre-Distribution Date Contributions, Broadridge shall, upon ADP’s reasonable request and the presentation of (ii) over (i). No more than 45 days following the Distribution Datesuch substantiating documentation as Broadridge shall reasonably request, SpinCo shall cause transfer to be transferred to RemainCo ADP an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCodifference.

Reimbursement Account Plan. Effective as of January 1, 2008On or prior to the Distribution Date, SpinCo established shall, or shall cause another SpinCo Entity to, take commercially reasonable steps to establish and adopt a health, health and dependent care, and adoption care reimbursement account plan (the “SpinCo Reimbursement Account Plan”) with features that are comparable substantially identical to those contained in the health, health and dependent care, and adoption care reimbursement account plan maintained by RemainCo NOV immediately prior to January 1, 2008 the Distribution for the benefit of SpinCo Welfare Plan Participants immediately prior to the Distribution Date (the “RemainCo NOV Reimbursement Account Plan”). RemainCo The Parties shall take all actions appropriate to cause a spin-off of the RemainCo portion of the NOV Reimbursement Account Plan to fully perform, pay and discharge all claims of RemainCo Participants and covering 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to (i) the sum of all contributions to the RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the SpinCo Group, reduced by (ii) the 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 excess of (ii) over (i). No more than 45 days following the Distribution Date, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions Group Employees to the SpinCo Reimbursement Account Plan made in accordance with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer Revenue Ruling 2002-32 and subsequent guidance. Participant elections, contribution levels and coverage levels, as in effect prior to the RemainCo GroupDistribution Date, reduced by (ii) as applicable, under the sum of 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 claims incurred individuals anticipated to be participate in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect immediately after the Distribution of the intended continuation of such elections. As soon as reasonably practicable following the Distribution Date, NOV will transfer to all such Transferred RemainCo ParticipantsSpinCo or a SpinCo Entity an amount equal to the aggregate participant contributions to the NOV Reimbursement Plan made in the calendar year in which the Distribution Date occurs through the Distribution Date, less reimbursements during that period. NOV will not be responsible for, and will have no liability relating to, resulting from, or arising out of the RemainCo provision of health reimbursement and dependent care reimbursement benefits to SpinCo Group Employees following the transfer of the health flexible spending account balances and dependent care flexible spending account balances to the SpinCo Reimbursement Account Plan, except to the extent related to the transfer of balances from the NOV Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to the excess of (ii) over (i)SpinCo Reimbursement Account Plan. All assets or obligations relating to all participants in SpinCo intends that the RemainCo SpinCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCoavailable on and after the Distribution Date.

Reimbursement Account Plan. Effective Prior to and effective as of January 1the Distribution Date, 2008, SpinCo established one or more members of the FTD Entities shall establish flexible spending reimbursement accounts under a health, dependent care, and adoption reimbursement account cafeteria plan qualifying under Section 125 of the Code (the “SpinCo Reimbursement Account PlanFTD Flexible Benefits Program”) with features that are comparable and each FTD Employee shall be eligible as of the Distribution Date to those contained participate in the healthFTD Flexible Benefits Program pursuant to the terms of such plan. As of the Distribution Date, dependent care, and adoption FTD shall cause the FTD Flexible Benefits Program to accept a transfer of the health care flexible spending reimbursement account plan maintained by RemainCo accounts of each FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to January 1the Distribution Date, 2008 (and to honor and continue through October 31, 2013 the “RemainCo Reimbursement Account Plan”). RemainCo shall cause elections made by each FTD Employee under the RemainCo Reimbursement Account Plan to fully perform, pay and discharge all claims UOL Flexible Benefits Program in respect of RemainCo Participants and SpinCo Participants the health care flexible spending reimbursement accounts that are incurred (but not reported) in effect immediately prior to January 1, 2008the Distribution Date. Except As soon 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days practicable following the Distribution Date, RemainCo United Online shall cause to be transferred from the UOL Flexible Benefits Program to SpinCo an amount in cash equal to (i) the sum FTD Flexible Benefits Program the excess, if any, of all the aggregate accumulated contributions to the RemainCo Reimbursement Account Plan health care flexible spending reimbursement accounts made with respect by FTD Employees prior to calendar the Distribution Date during 2013 over the aggregate reimbursement payouts paid to the FTD Employees for such year 2008 by or on behalf from such accounts. FTD shall cause the FTD Flexible Benefits Program to accept a transfer of all Transferred SpinCo Participants for periods before the date dependent care flexible spending reimbursement accounts of each such Transferred SpinCo Participant’s transfer FTD Employee who participates in the UOL Flexible Benefits Program immediately prior to the SpinCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the RemainCo Reimbursement Account Plan with respect to all such Transferred SpinCo ParticipantsDistribution Date, and to honor and continue through October 31, 2013 the SpinCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted elections made by Transferred SpinCo Participants on or after each FTD Employee under the date UOL Flexible Benefits Program in respect of the cash transfer; provideddependent care flexible spending reimbursement accounts that are in effect immediately prior to the Distribution Date. As soon as practicable following the Distribution Date, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo United Online shall cause to be transferred to RemainCo an amount in cash equal from the UOL Flexible Benefits Program to the excess FTD Flexible Benefits Program the excess, if any, of (ii) the aggregate accumulated contributions to the dependent care flexible spending reimbursement accounts made by FTD Employees prior to the Distribution Date during 2013 over (i)the aggregate reimbursement payouts paid to the FTD Employees for such year from such accounts. No more than 45 days following From and after the Distribution Date, SpinCo FTD shall cause to assume and be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants solely responsible for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims by FTD Employees under the FTD Flexible Benefits Program incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participantsat any time during 2013, and the RemainCo Reimbursement Account Plan shall fully performwhether incurred prior to, pay and discharge all claims submitted by Transferred RemainCo Participants on or after the date Distribution Date, that have not been paid in full as of the cash transfer; provided, however, that if the amount described in (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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCoDistribution Date.

Reimbursement Account Plan. Effective as of January 1the Effective Time, 2008, SpinCo CDK (acting directly or through its Affiliates) shall have established a health, dependent health care, limited purpose health care and adoption dependent care reimbursement account plan (the “SpinCo CDK Reimbursement Account Plan”) with features that are comparable to those contained in the healthAutomatic Data Processing, dependent careInc. Health Care, Limited Purpose Health Care and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 Dependent Care Flexible Spending Accounts Plan (the “RemainCo ADP Reimbursement Account Plan”). RemainCo With respect to CDK Participants, effective as of the Effective Time, CDK (acting directly or through its Affiliates) shall cause assume responsibility for administering all reimbursement claims of CDK Participants with respect to calendar year 2014, whether arising before, on, or after the RemainCo Distribution Date, under the CDK Reimbursement Account Plan to fully performand, pay for the avoidance of doubt, on and discharge all after the Distribution Date, no additional claims of RemainCo Participants and SpinCo Participants that are incurred (but not reported) prior to January 1, 2008. Except as provided below shall be reimbursed with respect to Transferred RemainCo CDK Participants and Transferred SpinCo Participants, RemainCo shall cause under the RemainCo ADP Reimbursement Account Plan to fully performPlan. ADP shall, 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days soon as practicable following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to determine (i) the sum of all contributions to the RemainCo ADP Reimbursement Account Plan made with respect to calendar year 2008 2014 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer CDK Participants, as a whole, prior to the SpinCo Group, reduced by Effective Time (the “Aggregate Pre-Effective Time Contributions”) and (ii) the sum of all claims incurred in calendar year 2008 2014 and paid by the RemainCo ADP Reimbursement Account Plan with respect to all such Transferred SpinCo CDK Participants, and as a whole, prior to the SpinCo Reimbursement Account Plan shall fully performEffective Time (the “Aggregate Pre-Effective Time Disbursements”). If the Aggregate Pre-Effective Time Contributions exceed the Aggregate Pre-Effective Time Disbursements, pay and discharge all claims submitted by Transferred SpinCo Participants on or after the date ADP shall, as soon as practicable following ADP’s determination of the cash transfer; providedAggregate Pre-Effective Time Contributions and Pre-Effective Time Disbursements, however, that if the amount described in (ii) above is greater than the amount described in (i) above, SpinCo shall cause transfer to be transferred to RemainCo CDK an amount in cash equal to such difference. If the excess Aggregate Pre-Effective Time Disbursements exceed the Aggregate Pre-Effective Time Contributions, CDK shall, upon ADP’s reasonable request and the presentation of (ii) over (i). No more than 45 days following the Distribution Datesuch substantiating documentation as CDK shall reasonably request, SpinCo shall cause transfer to be transferred to RemainCo ADP an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCodifference.

Reimbursement Account Plan. Effective The Town will maintain, pursuant to the provisions of Section 125 of the Internal Revenue Code, a Reimbursement Account Plan (an "RA Plan") for the purpose of enabling eligible Employees to divert a portion of their gross salaries, prior to reduction for federal income or social security taxes, into an account from which, during the course of the Plan Year, they can be reimbursed for their share of Group Insurance Premiums (“Premium Conversion”), Health Care costs (“Health Care Reimbursement”) which are not covered by the Medical or Dental Plans described in this ARTICLE, and Dependent Care costs (“Dependent Care Reimbursement”). Each Employee will be permitted to divert a maximum of $5,000 per Twelve (12)-Month Year for Dependent Care and $5,000 per Plan Year for Health Care Reimbursement. There is no specific maximum limit for Premium Conversion, but all diversions of income to the RA Plan are subject to applicable provisions of the Internal Revenue Code. In addition, the following provisions will apply: (a) Under no circumstances will the Town be required to contribute any monies to the RA Plan or to any account established pursuant thereto. (b) The RA Plan will coincide with the Group Insurance Plan year, which, as of the effective date of this Agreement, begins January 11 annually. (c) Each Employee desiring to participate must apply, 2008enroll and submit the required information during the annual enrollment period immediately preceding the Plan Year of participation. (d) As a condition precedent to the establishment of an account under the RA Plan, SpinCo established the Employee must submit to the RA Plan Administrator, on forms approved by the Town, written authorization for the Town to deduct from his or her pay the amounts to be diverted to his or her RA Plan Account, which shall be the same amount from each paycheck issued during the Plan Year. (e) If the employment of an Employee terminates for any reason while he or she is a healthparticipant in the RA Plan, dependent care, and adoption reimbursement account plan the Employee will be permitted to withdraw the unencumbered balance (f) Unexpended balances in each RA Account at the “SpinCo Reimbursement Account Plan”) end of each Plan Year will be forfeited in accordance with features that are comparable to those legal requirements. The RA Plan will be governed by the terms of the RA Plan description contained in the healthinsurance booklet issued by the carrier. It is intended that the RA Plan shall be interpreted, dependent carewhenever possible, and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 (comply with the “RemainCo Reimbursement Account Plan”). RemainCo shall cause the RemainCo Reimbursement Account Plan to 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 beneficiary, dependent or alternate payee of an employee) of a member terms of the RemainCo GroupInternal Revenue Code. Except as provided below with respect In the event the RA Plan Administrator determines, before or during any Plan Year, that the RA Plan may fail 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to (i) the sum of all contributions to the RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the SpinCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid satisfy any non-discrimination requirement imposed by the RemainCo Reimbursement Account Code or limitation on benefits to certain participants, the RA Plan with respect Administrator shall take such action as he/she deems appropriate, under rules uniformly applicable 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 excess of (ii) over (i). No more than 45 days following the Distribution Date, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCosimilarly situated participants.

Reimbursement Account Plan. Effective as of January 1the Distribution Time, 2008, SpinCo Spinco (acting directly or through its Affiliates) shall have established a health, health and dependent care, and adoption care reimbursement account plan (the “SpinCo Spinco Reimbursement Account Plan”) with features that are comparable substantially identical to those contained in the health, health and dependent care, and adoption care reimbursement account plan maintained by RemainCo Quanex for the benefit of Spinco Participants immediately prior to January 1, 2008 the Distribution Time (the “RemainCo Quanex Reimbursement Account Plan”). RemainCo . (i) With respect to Spinco Participants, Spinco (acting directly or through its Affiliates) shall cause assume responsibility for administering under the RemainCo Spinco Reimbursement Account Plan to fully perform, pay and discharge all reimbursement claims of RemainCo Spinco 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 the plan year in which the Distribution Date occurs, whether arising before, on, or after the Distribution Date. Spinco shall take all actions necessary and Transferred SpinCo Participants, RemainCo shall cause legally permissible to ensure that the RemainCo Spinco Reimbursement Account Plan to fully perform, pay and discharge all claims provides 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 beneficiary, dependent or alternate payee of an employee) of a member as of the RemainCo Group. Except as provided below with respect to Transferred RemainCo Distribution Time and for the plan year in which the Distribution Date occurs, but not for any specific time thereafter, (A) the Spinco Participants and Transferred SpinCo Participants, SpinCo shall cause become participants in the SpinCo Spinco Reimbursement Account Plan to fully perform, pay as of the beginning of the Quanex Reimbursement Account Plan’s plan year and discharge all claims that are incurred on or after January 1, 2008 by each individual who, at the time level of coverage provided under the claim is incurredQuanex Reimbursement Account Plan; (B) the Spinco Participants’ salary reduction elections under the Quanex Reimbursement Account Plan, is an employee (or a beneficiaryif any, dependent or alternate payee of an employee) of a member shall be taken into account for the remainder of the SpinCo Group. No more Spinco Reimbursement Account Plan plan year as if made under the Spinco Reimbursement Account Plan; and (C) the Spinco Reimbursement Account Plan shall reimburse medical expenses incurred by the Spinco Participants at any time during the Quanex Reimbursement Account Plan’s plan year (including claims incurred prior to the Distribution Time but unpaid prior to the Distribution Time), up to the amount of the Quanex Reimbursement Account Plan Participants’ elections and reduced by amounts previously reimbursed by the Quanex Reimbursement Account Plan. (ii) Quanex will make available to Spinco, no less than 45 five calendar days following prior to the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount a list of individuals who will become Spinco Employees as of the Distribution Time and who are participants in cash equal to (i) the sum of all contributions Quanex Reimbursement Account Plan, together with the elections made prior to the RemainCo Reimbursement Account Plan made Distribution Time with respect to calendar year 2008 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the SpinCo Group, reduced by (ii) the 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 excess of (ii) over (i). No more than 45 days following accounts through the Distribution Date, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCoTime.

Reimbursement Account Plan. Effective as of January 1, 2008, SpinCo established a health, dependent care, and adoption reimbursement account plan (the “SpinCo Reimbursement Account Plan”) with features that are comparable to those contained in the health, dependent care, and adoption reimbursement account plan maintained by RemainCo immediately prior to January 1, 2008 (the “RemainCo Reimbursement Account Plan”). RemainCo shall cause the RemainCo Reimbursement Account Plan to 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 beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. 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 beneficiary, dependent or alternate payee of an employee) of a member of the 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 incurred on or after January 1, 2008 by each individual who, at the time the claim is incurred, is an employee (or a beneficiary, dependent or alternate payee of an employee) of a member of the SpinCo Group. No more than 45 days following the Distribution Date, RemainCo shall cause to be transferred to SpinCo an amount in cash equal to (i) the sum of all contributions to the RemainCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred SpinCo Participants for periods before the date of each such Transferred SpinCo Participant’s transfer to the SpinCo Group, reduced by (ii) the 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 excess of (ii) over (i). No more than 45 days following the Distribution Date, SpinCo shall cause to be transferred to RemainCo an amount in cash equal to (i) the sum of all contributions to the SpinCo Reimbursement Account Plan made with respect to calendar year 2008 by or on behalf of all Transferred RemainCo Participants for periods before the date of each such Transferred RemainCo Participant’s transfer to the RemainCo Group, reduced by (ii) the sum of all claims incurred in calendar year 2008 and paid by the SpinCo Reimbursement Account Plan with respect to all such Transferred RemainCo Participants, and the RemainCo Reimbursement Account Plan shall fully perform, pay and discharge all claims submitted by Transferred RemainCo 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, 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 RemainCo Reimbursement Account Plan with respect to periods ending on or before December 31, 2007 will be retained by RemainCo.