Service Credit; Benefit Transition. For all purposes under the employee benefit plans of Purchaser and its Designated Affiliates providing benefits to any Non-Represented Employees after the Closing (the “New Plans”), each Non-Represented Employee shall be credited with his or her years of service with Seller and its Subsidiaries (including the Acquired Companies) as of the Closing Date (and any additional service credited under the Employee Benefit Plans), to the same extent as such Non-Represented Employee was entitled, before the Closing, to credit for such service under any similar Employee Benefit Plans, except to the extent such credit would result in a duplication of benefits, and except for purposes of benefit accrual under any defined benefit pension plan. In addition, and without limiting the generality of the foregoing: (A) each Non-Represented Employee shall be immediately eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a comparable Employee Benefit Plan in which such Non-Represented Employee previously participated (such plans, collectively, the “Old Plans”); and (B) for purposes of each New Plan providing medical, dental, pharmaceutical, vision and/or disability benefits to any Non-Represented Employee, Purchaser shall, or shall cause one or more of its Designated Affiliates to, cause all preexisting condition exclusions and actively-at-work requirements of such New Plan to be waived for such employee and his or her covered dependents, to the extent such exclusions and requirements were waived with respect to the Non-Represented Employee under comparable Old Plans, and Purchaser shall, or shall cause one or more of its Designated Affiliates to, cause any eligible expenses incurred by such Non-Represented Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Non-Represented Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Non-Represented Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.
Service Credit; Benefit Transition. For purposes of eligibility, vesting and for purposes of determining future vacation accruals and severance amounts (but, for the avoidance of doubt, not for purposes of benefit accrual under a defined benefit pension plan or for any purpose under any equity or equity-based plan), under the employee benefit plans of Purchaser and its Affiliates providing benefits to any Transferred Employees after the Closing, each Transferred Employee shall be credited upon commencement of employment with Purchaser or its Affiliates with his or her years of service with the applicable Selling Employer (and its Affiliates and their respective predecessor entities) as of the Effective Time, to the same extent as such Transferred Employee was credited for such service for the same purpose under any similar Seller Employee Benefit Plan immediately prior to the Closing Date, except to the extent such credit would result in a duplication of benefits. 42
