Common use of Retiree Welfare Benefits Clause in Contracts

Retiree Welfare Benefits. Parent shall retain all liability relating to and shall be responsible for providing any retiree welfare benefits, including without limitation, retiree life, medical and dental benefits, to any Business Employees who retired or who has satisfied the age and service requirements to become eligible for such benefits pursuant to the applicable Parent Benefit Plan prior to the applicable Transfer Time (each such Business Employee, a “Retiree Medical Eligible Employee”), and to their covered dependents. Neither RMT Partner nor any of its affiliates shall assume such liability with respect to Retiree Medical Eligible Employees and their covered dependents. In the case of any Transferred Employee who is not a Retiree Medical Eligible Employee, RMT Partner shall be responsible, in accordance with its applicable welfare plans and arrangements and any applicable collective bargaining agreement, to provide retiree welfare benefits to such Transferred Employee. Notwithstanding any provision of this Agreement to the contrary, (i) nothing herein shall prohibit Parent from amending, modifying or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Retiree Medical Eligible Employee, provided that Parent shall retain all liability arising out of or otherwise relating to any actions that it takes to effect the foregoing provisions, (ii) RMT Partner shall provide, or cause its affiliates to provide, Retiree Medical Eligible Employees with medical coverage under RMT Partner’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with RMT Partner or any of its affiliates, and (iii) while a Retiree Medical Eligible Employee remains eligible for coverage under RMT Partner’s plans in accordance with the preceding clause (ii), such Retiree Medical Eligible Employee shall not be permitted to receive post-retirement medical benefits pursuant to Parent’s plans, provided that Parent shall retain all liability arising out of or otherwise relating to any failure to provide post-retirement medical benefits pursuant to its plans during the period set forth in this clause (iii).

Retiree Welfare Benefits. Parent (a) Except as set expressly forth in Section 9.07(b), Seller shall retain all liability relating to liabilities and obligations under the Seller Group Insurance Plans and Seller and its Affiliates shall be responsible for providing all post-retirement medical, dental and life insurance (“Seller Retiree Welfare Benefit”) coverage for any retiree welfare benefitsBusiness Employees, including without limitationretired employees or eligible former employees, retiree life, medical and dental benefits, their eligible dependents and beneficiaries of Seller and its Affiliates. Seller and its Affiliates also shall make available or cause to be made available Seller Retiree Welfare Benefit coverage to any Business Employees who retired or who has satisfied the age and service requirements to become eligible for such benefits pursuant to the applicable Parent Benefit Plan prior to the applicable Transfer Time (each such Business Employee, a “Retiree Medical Eligible Employee”), and to their covered dependents. Neither RMT Partner nor any of its affiliates shall assume such liability with respect to Retiree Medical Eligible Employees and their covered dependents. In the case of any Transferred Employee who is not a Union Employee and who satisfies the eligibility requirements for a Seller Retiree Medical Eligible Welfare Benefit under the Seller Group Insurance Plans or other applicable plan as of the Closing Date and elects to retire from active service with Seller on or prior to the Closing Date, and any such Business Employee who is not a Union Employee who retires on or immediately prior to the Closing Date shall otherwise be considered a Business Employee for purposes of Article 9. Buyer shall have no obligation or liability under the Seller Group Insurance Plans and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller Group Insurance Plans and any participation in any Seller Group Insurance Plan by any Business Employee, RMT Partner shall be responsible, retired employee or eligible former employee of Seller or its Affiliates or any such employee’s eligible dependents and beneficiaries. (b) Effective as of the Closing and subject to the terms and conditions of the Collective Bargaining Agreement as in accordance with its applicable welfare plans and arrangements and effect from time to time (or any subsequent applicable collective bargaining agreement), to Buyer shall assume the liabilities and provide retiree welfare benefits to such Transferred Employee. Notwithstanding any provision of this Agreement to the contrary, (i) nothing herein shall prohibit Parent from amending, modifying or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Retiree Medical Eligible Employee, provided that Parent shall retain all liability arising out of or otherwise relating to any actions that it takes to effect the foregoing provisions, (ii) RMT Partner shall provide, or cause its affiliates to provide, Retiree Medical Eligible Employees with medical coverage under RMT Partner’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with RMT Partner or any of its affiliates, and (iii) while a Retiree Medical Eligible Employee remains eligible for coverage under RMT Partner’s plans in accordance with the preceding clause (ii), such Retiree Medical Eligible Employee shall not be permitted to receive for post-retirement medical and dental benefits pursuant for each Union Transferred Employee who elects to Parent’s plansretire from active service with Buyer or its Affiliates following the Closing Date (the “Buyer Retiree Medical Benefits”), provided to the extent that Parent shall retain all liability arising out of or otherwise relating to any failure to provide such Union Transferred Employee satisfies the eligibility requirements for post-retirement medical and dental benefit coverage under or provided by the Collective Bargaining Agreement. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates against any and all claims, loss, liability or expense relating to the Buyer Retiree Medical Benefits or arising out of any retired Union Transferred Employee’s claim for benefits pursuant with respect to its plans during the period set forth in this clause (iii)any Buyer Retiree Medical Benefits.

Retiree Welfare Benefits. Parent Each WABCO Employee and ASD Transferee shall be deemed to have terminated employment with all ASD Group members as of the Effective Time for purposes of each U.S. ASD Health and Welfare Plan which provides post-termination welfare benefits (other than for purposes of COBRA coverage, which is governed by the provisions of Section 4.7 hereof). ASD or the applicable ASD Group member shall retain all liability relating to and shall be responsible for providing any retiree welfare benefits, including without limitation, retiree life, medical and dental benefits, to any Business Employees who retired or who has satisfied the age and service requirements to become eligible for such benefits pursuant to the applicable Parent Benefit Plan prior to the applicable Transfer Time (each such Business Employee, a “Retiree Medical Eligible Employee”), and to their covered dependents. Neither RMT Partner nor any of its affiliates shall assume such liability Liabilities with respect to Retiree Medical Eligible such plans, other than Liabilities under those plans set forth on Schedule 4.4 which are provided to former WABCO Employees and their covered dependents. In in the case of any Transferred Employee who is not United States pursuant to a Retiree Medical Eligible Employeecollective bargaining agreement, RMT Partner which Liabilities shall be responsibleassumed and performed by WABCO as of the Effective Time and with respect to which WABCO will fully indemnify each ASD Group member. To the extent that current WABCO Employees have, as of the Effective Time, attained age 55 with 10 years of service credit under the ASD retiree medical plan, such employees may, at the time of retirement from all WABCO Group members, elect coverage under either (1) the ASD retiree medical plan or (2) a retiree medical plan of the applicable WABCO Group member, in each case as may be in effect at the time and as may be amended or terminated in accordance with its applicable welfare plans and arrangements and any applicable collective bargaining agreementterms from time to time. The WABCO Employee will, to provide retiree welfare benefits to upon such Transferred Employee. Notwithstanding any provision of this Agreement election, forfeit his or her entitlement to the contrarycoverage that was not elected. WABCO Employees who retire between the Effective Time and the Benefits Transition Date and who elect coverage under the WABCO retiree medical plan, (i) nothing herein shall prohibit Parent be provided coverage under the ASD retiree medical plan until their Benefits Transition Date. WABCO Employees who, as of the Effective Time, have achieved age 55 with 10 years of service credit under the ASD welfare plan shall be entitled to retiree life insurance coverage from amending, modifying or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Retiree Medical Eligible Employee, ASD provided that Parent shall retain all liability arising out they retiree from WABCO no later than December 31, 2008, which is the end of or otherwise relating the transition period during which ASD is continuing to any actions that it takes to effect the foregoing provisions, (ii) RMT Partner shall provide, or cause its affiliates to provide, Retiree Medical Eligible Employees with medical offer retiree life insurance coverage under RMT Partner’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with RMT Partner or any of its affiliates, and (iii) while a Retiree Medical Eligible Employee remains eligible for coverage under RMT Partner’s plans in accordance with the preceding clause (ii), such Retiree Medical Eligible Employee shall not be permitted to receive post-retirement medical benefits pursuant to Parent’s plans, provided that Parent shall retain all liability arising out of or otherwise relating to any failure to provide post-retirement medical benefits pursuant to its plans during the period set forth in this clause (iii)non-union employees.

Retiree Welfare Benefits. Parent Each WABCO Employee and ASD Transferee shall be deemed to have terminated employment with all ASD Group members as of the Effective Time for purposes of each U.S. ASD Health and Welfare Plan which provides post-termination welfare benefits (other than for purposes of COBRA coverage, which is governed by the provisions of Section 4.7 hereof). ASD or the applicable ASD Group member shall retain all liability relating to and shall be responsible for providing any retiree welfare benefits, including without limitation, retiree life, medical and dental benefits, to any Business Employees who retired or who has satisfied the age and service requirements to become eligible for such benefits pursuant to the applicable Parent Benefit Plan prior to the applicable Transfer Time (each such Business Employee, a “Retiree Medical Eligible Employee”), and to their covered dependents. Neither RMT Partner nor any of its affiliates shall assume such liability Liabilities with respect to Retiree Medical Eligible such plans, other than Liabilities under those plans set forth on Schedule 4.4 which are provided to former WABCO Employees and their covered dependents. In in the case of any Transferred Employee who is not United States pursuant to a Retiree Medical Eligible Employeecollective bargaining agreement, RMT Partner which Liabilities shall be responsibleassumed and performed by WABCO as of the Effective Time and with respect to which WABCO will fully indemnify each ASD Group member. To the extent that current WABCO Employees have, as of the Effective Time, attained age 55 with 10 years of service credit under the ASD retiree medical plan, such employees may, at the time of retirement from all WABCO Group members, elect coverage under either (1) the ASD retiree medical plan or (2) a retiree medical plan of the applicable WABCO Group member, in each case as may be in effect at the time and as may be amended or terminated in accordance with its applicable terms from time to time. The WABCO Employee will, upon such election, forfeit his or her entitlement to the coverage that was not elected. WABCO Employees who retire between the Effective Time and the Benefits Transition Date and who elect coverage under the WABCO retiree medical plan, shall be provided coverage under the ASD retiree medical plan until their Benefits Transition Date. WABCO Employees who, as of the Effective Time, have achieved age 55 with 10 years of service credit under the ASD welfare plans plan shall be entitled to retiree life insurance coverage from ASD provided that they retiree from WABCO no later than December 31, 2008, which is the end of the transition period during which ASD is continuing to offer retiree life insurance coverage to its non-union employees. Notwithstanding anything to the contrary herein, following the Effective Time, ASD (or the appropriate ASD Group member) shall retain sponsorship of retiree health, life insurance and arrangements and any applicable collective bargaining agreement, to provide retiree other welfare benefits to such Transferred Employee. Notwithstanding any provision for WABCO retirees in Canada, including retention of this Agreement to the contrary, (i) nothing herein shall prohibit Parent from amending, modifying all Liabilities and assets or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Retiree Medical Eligible Employee, provided that Parent shall retain all liability arising out of or otherwise relating to any actions that it takes to effect the foregoing provisions, (ii) RMT Partner shall provide, or cause its affiliates to provide, Retiree Medical Eligible Employees with medical coverage under RMT Partner’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with RMT Partner or any of its affiliates, and (iii) while a Retiree Medical Eligible Employee remains eligible for coverage under RMT Partner’s plans in accordance with the preceding clause (ii), such Retiree Medical Eligible Employee shall not be permitted to receive post-retirement medical benefits pursuant to Parent’s plans, provided that Parent shall retain all liability arising out of or otherwise relating to any failure to provide post-retirement medical benefits pursuant to its plans during the period set forth in this clause (iii)policies associated therewith.

Retiree Welfare Benefits. Parent shall retain all liability relating to and (i) As of the Closing Date, Seller shall be responsible for providing any retiree for, and shall indemnify and hold harmless Buyer and the Acquired Companies for, all obligations to provide post- retirement welfare benefitsbenefit coverage to (A) all former employees of the Industrial Container Business who, including without limitationas of the Closing Date, retiree lifewere separated from the service of Seller and receiving such post-retirement coverage under Seller's group welfare plan; and (B) all employees (salaried, medical non-union hourly and dental benefitsunion hourly) of the Industrial Container Business who, to any Business Employees who retired or who has as of the Closing Date, have satisfied the age and and/or service requirements to become eligible for receive such benefits pursuant to post-retirement coverage had they remained in the applicable Parent Benefit Plan prior to the applicable Transfer Time (each such Business Employee, a “Retiree Medical Eligible Employee”), and to employ of Seller until their covered dependentsretirement. Neither RMT Partner nor any of its affiliates shall assume such liability with With respect to Retiree Medical Eligible Employees and their covered dependents. In all former employees described in (A) above, Seller shall provide such post- retirement welfare benefit coverage, after the case of any Transferred Employee who is not a Retiree Medical Eligible Employee, RMT Partner shall be responsibleClosing Date, in accordance with its applicable the terms of Seller's welfare plans benefit plan as that plan may be amended from time to time. With respect to the employees described in (B) above, Seller shall provide post- retirement welfare benefit coverage at the time of their retirement or other separation from service from Buyer or the Acquired Companies, in accordance with the terms and arrangements and any applicable conditions of Seller's group welfare benefit, or, in the case of union hourly employees, in accordance with the terms of the relevant collective bargaining agreement, to provide retiree welfare benefits to in effect at such Transferred Employee. Notwithstanding any provision of this Agreement to the contrary, (i) nothing herein shall prohibit Parent retirement or separation from amending, modifying or terminating any of its post-retirement welfare plans or prevent the application of any such amendment, modification or termination to any Retiree Medical Eligible Employee, provided that Parent shall retain all liability arising out of or otherwise relating to any actions that it takes to effect the foregoing provisions, service. (ii) RMT Partner As of the Closing Date, Buyer shall provide, or cause its affiliates to provide, Retiree Medical Eligible Employees with medical coverage under RMT Partner’s plans on the same basis as such coverage is provided to other similarly situated Transferred Employees for so long as such Retiree Medical Eligible Employees remain actively employed with RMT Partner or any of its affiliatesbe responsible for, and (iii) while a Retiree Medical Eligible Employee remains eligible for coverage under RMT Partner’s plans in accordance with the preceding clause (ii)shall indemnify and hold harmless Seller for, such Retiree Medical Eligible Employee shall not be permitted to receive post-retirement medical benefits pursuant to Parent’s plans, provided that Parent shall retain all liability arising out of or otherwise relating to any failure obligations to provide post-retirement medical benefits pursuant welfare benefit coverage to its plans during all union hourly employees of the period set forth Industrial Container Business who, as of the Closing Date, had not satisfied the age and/or service requirements to receive such post- retirement coverage under the terms of Seller's welfare benefit plan. Buyer shall provide the coverage described in this clause the preceding sentence in accordance with the terms of each respective collective bargaining agreement in effect at the time of a union hourly employee's retirement or other separation from service from Buyer or the Acquired Companies. As of the Closing Date, (A) Buyer shall have no obligation to provide any post- retirement welfare benefit coverage to any salaried or non-union hourly employee of the Industrial Container Business; and such employees will not, upon their retirement or other separation from service from Buyer or the Acquired Companies, receive any post-retirement welfare benefit coverage; and (B) except as provided in paragraph (e)(iii) below, Buyer shall have no obligation regarding post-retirement welfare benefit coverage with respect to any employee or former employee of the Industrial Container Business described in paragraph (e)(i) above. (iii) To compensate Seller for its retained obligations under paragraph (e)(i) above, Buyer shall reimburse Seller for its actual costs incurred in providing the post- retirement health insurance coverage described in such paragraph (e)(i); provided such reimbursement shall not exceed $1,350,000 in any calendar year ($1,012,500 in 1998). Reimbursement payments contemplated by this paragraph (e)(iii) shall be made by Buyer to Seller on an annual basis, based upon invoices provided by Seller to Buyer, which invoices shall include a listing of each covered individual and the cost assignable to each such individual as determined by Seller. Buyer shall have the right, at its own expense, to audit any such invoices received from Seller. Seller and Buyer agree to cooperate in any audit or review made by Buyer or its representatives with respect to post- retirement health insurance expenses.