Common use of Service Credit; Eligibility Clause in Contracts

Service Credit; Eligibility. Following the Effective Time, Inovio shall arrange for each Employee who is a participant in a VGX Employee Plan that is a welfare benefit plan (within the meaning of Section 3(1) of ERISA), including any vacation plan or program (the "Company Participants"), who becomes an employee of Inovio, any Inovio Subsidiary or the Surviving Entity and their dependents to be eligible for substantially similar employee welfare benefits as those received by Inovio employees with similar positions and responsibilities. To the extent permitted under applicable Legal Requirements and the applicable waiting periods in Inovio's employee welfare benefit plans and arrangements, each Company Participant shall be given service credit for all purposes under Inovio's employee welfare benefit plans and arrangements, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's employee welfare benefit plans and arrangements with respect to his or her length of service with VGX (and its subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. To the extent permitted under applicable Legal Requirements and the terms and provisions of Inovio's employee benefit plans and arrangements, Inovio shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) (except to the extent that such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan) and shall provide them with credit for any expenses incurred or portion of any waiting period satisfied during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.

Service Credit; Eligibility. Following the Effective Time, Inovio Parent shall arrange for each Employee who is a participant in a VGX the Company Employee Plan that is a welfare benefit plan Plans (within the meaning of Section 3(1including all dependents) of ERISA), including any vacation plan or program (the "“Company Participants"), ”) who becomes or continues as (in the case of the Surviving Corporation) an employee of InovioParent, any Inovio Subsidiary subsidiary of Parent or the Surviving Entity and their dependents Corporation (or a dependent of such employee) to be eligible for substantially similar the same employee welfare benefits as those received by Inovio Parent employees with similar positions and responsibilitiesresponsibilities or, in Parent’s discretion, to remain in the Company Employee Plans. To the extent permitted under applicable Legal Requirements and the applicable waiting periods in Inovio's employee welfare benefit plans and arrangements, each Each Company Participant shall be given service credit for all purposes under Inovio's employee welfare benefit plans and arrangementspurposes, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for paid time off (but using the accrual rates applicable to Parent employees hired on or after January 1, 2009)) and eligibility for vesting under Inovio's Parent employee welfare benefit plans and arrangements with respect to his or her length of service with VGX the Company (and its subsidiaries the Subsidiary and predecessors) prior to the Closing Date, except Date to the extent that such crediting would result in duplication of benefitsservice was credited by the Company before the Closing. To the extent permitted under applicable Legal Requirements and the terms and provisions of Inovio's employee benefit plans and arrangements, Inovio Parent shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio employee welfare Parent medical benefit plans and arrangements to be waived with respect to such Company Participants where permitted by the applicable plans and arrangements. Parent will enroll Company Participants in its employee benefit plans providing for medical, dental, or vision coverage no later than the later of (and their beneficiariesi) thirty (except to the extent that such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan30) and shall provide them with credit for any expenses incurred or portion of any waiting period satisfied during the plan year which includes days following the Closing Date for or (ii) the purposes date as of satisfying any applicable deductible, out-of-pocket, which the Company or similar requirements under any Inovio employee welfare benefit plans or arrangements in which they are eligible Parent is first able to participate after terminate the Company coverage. All vacation accrued and outstanding at the Closing Dateby Company Participants under the vacation policies of the Company or its subsidiaries or predecessors (“Accrued Vacation”) shall be carried over by Parent to a maximum per individual of the lesser of 160 hours or 20 days and shall be permitted to be taken as follows: (i) in year 2012, a minimum of the lesser of 10 days and the number remaining, and (ii) in years 2013-2014, the remaining carried forward amounts in equal amounts, with amounts not taken post-Closing from the carried forward amounts forfeited (where permitted by applicable law) without payment and with any post-Closing accruals to be under the Parent’s PTO policies, subject to limitations on accruals until the foregoing carried forward amounts are below the limits in this sentence, except as local law may otherwise require. Prior to Closing, Company shall reduce the maximum outstanding vacation balances in accordance with the preceding sentence and obtain any necessary consents. Parent and the Company shall split any pre-Closing payments to employees pursuant to the foregoing as follows: each of Parent and the Company shall pay 50% of the total amount required to cash out payment of any Accrued Vacation which shall not be carried over to Parent. The aggregate amount paid by the Company prior to Closing to reduce the outstanding Accrued Vacation balances of employees of the Company is referred to herein as the “Vacation Payout.”

Service Credit; Eligibility. Following the Effective Time, Inovio Parent shall arrange for each Employee who is a participant participants in a VGX Employee Plan that is a welfare benefit plan the Company Benefit Plans (within the meaning of Section 3(1including all dependents) of ERISA), including any vacation plan or program (the "“Company Participants"), ”) who becomes an employee employees of InovioParent, any Inovio Subsidiary Parent subsidiary or the Surviving Entity and their dependents Corporation (or a dependent of such employee) to be eligible for receive coverage under employee benefit plans that are substantially similar employee welfare benefits as comparable in the aggregate to those received by Inovio Parent employees with similar positions and responsibilities. To the extent permitted under applicable Legal Requirements reasonably practicable and the applicable waiting periods in Inovio's employee welfare benefit plans allowable by its insurance carriers and arrangements, third-person providers: (i) each Company Participant shall be given service credit for all eligibility and vesting purposes under Inovio's employee welfare (and not benefit plans accrual except as otherwise required by a Company Benefit Plan or Legal Requirements) for his or her length of service with the Company (and arrangementsits Subsidiaries and predecessors) prior to the Closing, including including, without limitation, for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's Parent employee welfare benefit plans and arrangements with respect to his or her length of service with VGX and vacation accrual; (and its subsidiaries and predecessorsii) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. To the extent permitted under applicable Legal Requirements and the terms and provisions of Inovio's employee benefit plans and arrangements, Inovio Parent shall cause any and all pre-existing condition (or “actively at work work” or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants Participants; and (and their beneficiariesiii) (except to the extent that Parent shall provide such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan) and shall provide them Participants with credit for any expenses incurred co-payments, deductibles, and offsets (or portion of any waiting period satisfied similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date. Subject to Legal Requirements, in no event shall Company Participants be entitled to (x) duplicative service credit or benefits under one or more employee benefit plans, programs, agreements or arrangements; or (y) service credit or benefits under any new employee benefit plan, program, agreement or arrangements for which similarly-situated employees who are not Company Participants do not receive. For the avoidance of doubt, each employee of the Company shall be given credit for his or her length of service with the Company for the purposes of Parent’s and Parent’s affiliates’ severance policies such that an employee’s length of service in working for the Company shall be considered time worked for Parent or Parent’s affiliates, as applicable, for all purposes under such severance policies, and any employee of the Company who shall have served (i) the Company or (ii) the Company and Parent or Parent’s affiliates together for an aggregate of at least ninety (90) days, shall be eligible for severance benefits in accordance with such severance policies.

Service Credit; Eligibility. Following the Effective TimeTime of the First Merger, Inovio MRV shall arrange for each Employee who is a participant in a VGX Fiberxon Employee Plan that is a welfare benefit plan (within the meaning of Section 3(1) of ERISA)) , including any vacation plan or program (the "“Company Participants"”), who becomes an employee of InovioMRV, any Inovio MRV Subsidiary or the Surviving Entity and their dependents to be eligible for substantially similar employee welfare benefits as those received by Inovio MRV employees with similar positions and responsibilities. To the extent permitted under applicable Legal Requirements and the applicable waiting periods in Inovio's MRV’s employee welfare benefit plans and arrangements, each Company Participant shall be given service credit for all purposes under Inovio's MRV’s employee welfare benefit plans and arrangements, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's MRV’s employee welfare benefit plans and arrangements with respect to his or her length of service with VGX Fiberxon (and its subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. To the extent permitted under applicable Legal Requirements and the terms and provisions of Inovio's MRV’s employee benefit plans and arrangements, Inovio MRV shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio MRV employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) (except to the extent that such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX MRV welfare benefit plan) and shall provide them with credit for any expenses incurred or portion of any waiting period satisfied during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio MRV employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.

Service Credit; Eligibility. Following the Effective Time, Inovio Parent shall arrange for each Employee who is a participant in a VGX Employee Plan that is a welfare benefit plan (within the meaning of Section 3(1) of ERISA), including any vacation plan or program (the "Company Participants"), Benefit Plans who becomes an employee of InovioParent, any Inovio Subsidiary Affiliate of Parent or the Surviving Entity and their dependents Company (the “Company Participants”) to be eligible for substantially similar employee welfare benefits that are no less favorable, in the aggregate, as those received by Inovio employees of Parent with substantially similar employment locations, positions and responsibilities. To the extent permitted under applicable Legal Requirements and the applicable waiting periods in Inovio's employee welfare benefit plans and arrangements, each Each Company Participant shall be given service credit for all purposes under Inovio's employee welfare benefit plans and arrangements, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's employee welfare benefit plans and arrangements with respect to his or her length of service with VGX the Company (and its subsidiaries Subsidiaries and predecessors) prior to the Closing DateClosing, except to the extent that such crediting would result in duplication of benefits. To the extent permitted including, without limitation, for eligibility for participation and vesting under applicable Legal Requirements and the terms and provisions of Inovio's Parent employee benefit plans and arrangementsarrangements and vacation accrual; provided, Inovio that no retroactive contributions or duplication of benefits will be required. Parent shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio Parent employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) (except to the extent that such Company Participant was subject to a pre-existing condition limitation waived or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan) relevant Company Benefit Plan, and shall provide them Company Participants with credit for any expenses incurred co-payments, deductibles, and offsets (or portion of any waiting period satisfied similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio Parent employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date; provided, that such credit shall only be required to the extent each Company Participant submits documentation to Parent, which documentation is reasonably acceptable to Parent, showing the amount of deductibles, co-payments and offsets which must be taken into consideration for purposes of Parent’s relevant employee benefit plans and arrangements. Notwithstanding anything to the contrary set forth herein nothing shall preclude the Surviving Company from terminating the employment of any Employee for any reason for which the Company could have terminated such Employee prior to the Effective Time.

Service Credit; Eligibility. Following the Effective Time, Inovio shall arrange for each Employee who is a participant in a VGX Employee Plan that is a welfare benefit plan (within the meaning of Section 3(1) of ERISA), including any vacation plan or program (the "“Company Participants"”), who becomes an employee of Inovio, any Inovio Subsidiary or the Surviving Entity and their dependents to be eligible for substantially similar employee welfare benefits as those received by Inovio employees with similar positions and responsibilities. To the extent permitted under applicable Legal Requirements and the applicable waiting periods in Inovio's ’s employee welfare benefit plans and arrangements, each Company Participant shall be given service credit for all purposes under Inovio's ’s employee welfare benefit plans and arrangements, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's ’s employee welfare benefit plans and arrangements with respect to his or her length of service with VGX (and its subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. To the extent permitted under applicable Legal Requirements and the terms and provisions of Inovio's ’s employee benefit plans and arrangements, Inovio shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) (except to the extent that such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan) and shall provide them with credit for any expenses incurred or portion of any waiting period satisfied during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.

Service Credit; Eligibility. Following the Effective TimeContingent Cash Period, Inovio Acquiror shall arrange for each Employee who is a participant in a VGX Company Employee Plan that is a welfare benefit plan (within the meaning of Section 3(1) of ERISA)Plan, including any vacation plan or program (the "“Company Participants"”), who becomes an employee of InovioAcquiror, any Inovio Subsidiary Acquiror Affiliate or the Surviving Entity surviving Corporation and their dependents to be eligible for substantially similar employee welfare benefits as those received by Inovio similarly situated Acquiror employees (or by similarly situated employees of the Applicable Acquiror Affiliate) with similar positions and responsibilities. To the extent permitted under applicable Legal Requirements Law and the applicable waiting periods in Inovio's Acquiror’s employee welfare benefit plans and arrangements, each Company Participant shall be given service credit for all purposes under Inovio's Acquiror’s employee welfare benefit plans and arrangements, including for eligibility to participate (provided that no retroactive contributions will be required), eligibility for vesting under Inovio's Acquiror employee welfare benefit plans and arrangements with respect to his or her length of service with VGX the Company (and its subsidiaries and predecessors) prior to the Closing Date, except to the extent that such crediting would result in duplication of benefits. To the extent permitted under applicable Legal Requirements Law and the terms and provisions of Inovio's Acquiror’s employee benefit plans and arrangements, Inovio Acquiror shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under any Inovio Acquiror employee welfare benefit plans and arrangements to be waived with respect to such Company Participants (and their beneficiaries) (except to the extent that such Company Participant was subject to a pre-existing condition limitation or had not yet satisfied a waiting period under the corresponding VGX welfare benefit plan) and shall provide them with credit for any expenses incurred co-payments, deductibles, and offsets (or portion of any waiting period satisfied similar payments) made during the plan year which includes the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Inovio Acquiror employee welfare benefit plans or arrangements in which they are eligible to participate after the Closing Date.