Common use of Service Credit Clause in Contracts

Service Credit. With respect to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, including

Service Credit. With respect to benefits accruing during To the CBA Term, Buyer shall recognize and apply each extent that any Transferred Employee’s acquired rights are not already protected by the Transfer Regulations or other applicable Law, Purchaser shall, and shall cause its Affiliates to, recognize the prior service of, or recognized with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer andrespect to, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee as if such service had been performed with Purchaser for all purposes, including eligibility, vesting, service-related level of benefits and benefit accrual (except for any benefit accruals for U.S. union and non-union hourly Transferred Employees under the defined benefit Rexam Pension Plan, provided that such service for benefit accruals purposes under the Rexam Pension Plan shall be recognized for purposes of early retirement subsidies in accordance with Schedule 5.1(h)) under the employee benefit plans and policies provided by Purchaser to such Transferred Employee Benefits Plans of Buyer following the Closing, to the same extent such employee is vested under the Employee Benefits Plans service was recognized by Seller, Rexam or any of Seller (or its applicable their respective Affiliates) , as applicable, immediately prior to the Closing. Purchaser shall, provided or shall cause its Affiliates (including the Purchased Entities) to, (i) waive any preexisting condition limitations otherwise applicable to Transferred Employees and their eligible dependents under any plan of Purchaser or any Affiliate of Purchaser that all vacationprovides health or life benefits in which the Transferred Employees may be eligible to participate following the Closing, personal and sick days accrued by each other than any limitations that were in effect with respect to a Transferred Employee as of the Closing under the plansanalogous Employee Benefit Plan, policies(ii) honor any deductible, programs co-payment and arrangements of Seller (or its applicable Affiliates) out-of-pocket maximums incurred by the Transferred Employees and their eligible dependents under the health plans in which they participated immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence during the portion of the employment calendar year prior to the Closing in satisfying any deductibles, co-payments or out-of-pocket maximums under health plans of Purchaser or any of its Affiliates in which they are eligible to participate after the Closing in the same plan year in which such deductibles, co-payments or out-of-pocket maximums were incurred and (iii) waive any waiting period limitation or evidence of insurability requirement that would otherwise be applicable to a Transferred Employee and his or her eligible dependents on or before after the Closing Date of Closing, in each case to the extent such Transferred Employee or eligible dependent had satisfied any Transferred Employee, similar limitation or requirement under an analogous Employee Benefit Plan prior to the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingClosing.

Service Credit. With respect to benefits accruing during the CBA TermFor purposes of determining eligibility, Buyer shall recognize vesting, participation and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting benefit accrual under the Employee Benefits Plans employee benefit and other compensation arrangements of plans maintained by Buyer andand/or its Affiliates (including, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to following the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (Company or its applicable AffiliatesSubsidiaries) immediately prior providing benefits to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before Continuing Employees after the Closing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its Affiliates (and any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or predecessor entities thereto) before the Closing Date, includingto the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Employee Benefit Plans, except to the extent such credit would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall cause all pre-existing condition exclusions and actively-at-work requirements of such Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall cause any co-payments, deductibles and other eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to any Employee Benefit Plan during the portion of the plan year ending on the Closing Date to be taken into account under the comparable Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such Buyer Benefit Plan. Notwithstanding anything to the contrary in this Section 8.02, Buyer and Seller acknowledge and agree that this Section 8.02 shall not (x) create any right in any Person to continued employment with the Company or (y) constitute an amendment of any Employee Benefit Plan.

Service Credit. With respect to benefits accruing during the CBA Term, Buyer shall recognize Effective from and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to after the Closing shall not be a cost to BuyerDate, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except except as provided in this Section 5.8(d9.03(b), Seller Purchaser shall, or shall be solely responsible cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all Liabilities including service with Seller (and any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirementof its Affiliates and their respective predecessors), accrued vacation to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and sick time, as well as any other benefits, created or owing as a consequence determination of the employment on amount and level of benefits under all of the Purchaser Benefit Plans (except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees under the Purchaser Benefit Plans for any co-payments, deductibles, and other expenditures made prior to the Transition Date in a corresponding Seller Benefit Plan in [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. which they participated immediately prior to the Transition Date during the portion of the calendar year before the Closing Transition Date in satisfying any deductible requirement, out-of-pocket maximum or similar terms under any of any Transferred Employeethe Purchaser Benefit Plans, or provided that such co-payment, deductible, and other expenditure information is timely furnished by the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingapplicable Seller Benefit Plan.

Service Credit. With respect Following the Pre-Closing Period, the Buyer will give each employee of the Buyer or the Company or their respective Subsidiaries who shall have been an employee of the Company or any of its Subsidiaries immediately prior to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s end of the Pre-Closing Period ("Continuing Employees") full credit for prior service with Seller toward any the Company or its Subsidiaries for purposes of (a) eligibility and vesting under any Buyer Employee Plans (but not for purposes of (i) benefit accrual or benefit amounts under any defined benefit pension plan, (ii) vesting of any Buyer stock option or other equity incentive granted after the Employee Benefits Plans and other compensation arrangements of Buyer andPre-Closing Period, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer (iii) to the extent any such employee recognition would result in the duplication of benefits), (b) determination of benefit levels under any Buyer Employee Plan or policy relating to vacation or severance and (c) determination of "retiree" status under any Buyer Employee Plan, in each case for which the Continuing Employee is vested under otherwise eligible and in which the Continuing Employee Benefits Plans is offered participation, but except where such credit would result in a duplication of Seller (benefits. In addition, the Buyer shall waive, or its applicable Affiliates) immediately prior cause to be waived, any limitations on benefits relating to pre-existing conditions to the Closing, provided that all vacation, personal same extent such limitations are waived under any comparable plan of the Buyer and sick days accrued by each Transferred Employee recognize for purposes of annual deductible and out-of-pocket limits under the its medical and dental plans, policies, programs deductible and arrangements out-of-pocket expenses paid by Continuing Employees in the calendar year in which the end of Seller (or its applicable Affiliates) immediately prior to the Pre-Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingPeriod occurs.

Service Credit. With respect Following the Effective Time, solely to benefits accruing during the CBA Termextent that Continuing Employees (as defined below) are covered under Parent Benefit Plans (as defined below), Buyer shall recognize and apply Parent will use all reasonable efforts to give each Transferred Employee’s Continuing Employee credit for prior service with Seller toward any the Company or its Subsidiaries for purposes of (i) eligibility and vesting under any applicable Parent benefit plan or written policy or arrangement (“Parent Benefit Plan”) in which such Continuing Employee becomes eligible to participate at or following the Effective Time and (ii) determination of benefits levels under any vacation or severance Parent Benefit Plan in which such Continuing Employee Benefits becomes eligible to participate at or following the Effective Time; provided that in each case under clauses (i) and (ii) above, if the Company or any of its Subsidiaries maintains a comparable Company Employee Plan, service shall be credited solely to the extent that such service was or would have been credited for such purposes under such comparable plans and no such crediting will be required to the extent it results in the duplication of benefits, or under any bonus or other incentive compensation, or sabbatical or similar plan, program, agreement or arrangement. Solely to the extent that Continuing Employees are covered under Parent Benefit Plans, Parent shall give credit under those of its applicable Parent Benefit Plans that are welfare benefit plans and other compensation arrangements of Buyer andin which Continuing Employees become eligible to participate at or following the Effective Time, for all co-payments made, amounts credited toward deductibles and out-of-pocket maximums, and time accrued against applicable waiting periods, by Continuing Employees (including their eligible dependents), in respect of the case plan year in which the Effective Time occurs, and Parent shall waive all requirements for evidence of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA insurability and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become pre-existing conditions otherwise applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee the Continuing Employees under the Parent Benefit Plans in which the Continuing Employees become eligible to participate at or following the Effective Time, but if the Company or any of its Subsidiaries maintains a comparable Company Employee Benefits Plans of Buyer Plan, solely to the extent such employee is vested requirements and conditions were not applicable to the particular Continuing Employee under a comparable Company Employee Plan. For purposes of this Agreement, “Continuing Employees” shall mean those employees of Parent and employees of the Employee Benefits Plans Surviving Corporation as of Seller (or its applicable Affiliates) the Effective Time who shall have been employees of the Company immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingEffective Time.

Service Credit. With respect to benefits accruing during the CBA Term, Buyer shall recognize Effective from and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to after the Closing shall not be a cost to BuyerDate, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except except as provided in this Section 5.8(d9.03(b), Seller Purchaser shall, or shall be solely responsible cause an applicable Purchaser Affiliate to, credit each Transferred Employee for all Liabilities including service with Seller (and any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirementof its Affiliates and their respective predecessors), accrued vacation to the extent Seller, immediately prior to the Transition Date, credits such service prior to the Transition Date, for purposes of eligibility, vesting and sick time, as well as any other benefits, created or owing as a consequence determination of the employment on amount and level of benefits under all of the Purchaser Benefit Plans (except for purposes of benefit accruals under any defined benefit pension plans and further excluding any sabbatical or employee recognition program) and each other compensation and benefit plan, program, policy or arrangement of any of the Purchaser or in which similarly situated employees of any of Purchaser or its Affiliates participate; provided, however, that such service will not be recognized to the extent such recognition of credit would result in duplication of benefits with respect to the same period of service or such service is not recognized under the corresponding Seller Benefit Plan. Purchaser will, and will cause its Affiliates to (i) cause any and all pre-existing condition limitations, eligibility waiting periods and evidence of insurability requirements to be waived under the Purchaser Benefit Plans for Transferred Employees (and their dependents) to the extent such conditions and exclusions were satisfied or did not apply to such individuals under the corresponding Seller Benefit Plan prior to the Transition Date, and (ii) provide full credit to the Transferred Employees under the Purchaser Benefit Plans for any co-payments, deductibles, and other expenditures made prior to the Transition Date in a corresponding Seller Benefit Plan in which they participated immediately prior to the Transition Date during the portion of the calendar year before the Closing Transition Date in satisfying any deductible requirement, out-of-pocket maximum or similar terms under any of any Transferred Employeethe Purchaser Benefit Plans, or provided that such co-payment, deductible, and other expenditure information is timely furnished by the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingapplicable Seller Benefit Plan.

Service Credit. With respect to benefits accruing during From and after the CBA TermClosing Date, Buyer the Company Employees shall recognize be covered under all incentive, compensation and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the benefit plans, policies, programs agreements and arrangements of Seller as Buyer (or its applicable Affiliatesthe Company or an Affiliate of Buyer, as applicable) may make available in accordance with the requirements of Section 6.6(a) (the “Buyer Benefit Plans”). In connection with the employment of Company Employees pursuant to Section 6.6(a), Buyer shall cause the Company or one of Buyer’s Affiliates that employs such Company Employees after the Closing (as the case may be) to provide each Company Employee with full service credit for Past Service for all purposes, including eligibility, vesting, and benefit accruals, under the Buyer Benefit Plans in which such Company Employee participates on or after the Closing Date to the same extent such Company Employee’s Past Service was recognized under the corresponding plans, policies, agreements and arrangements in which such Company Employee participated immediately prior to the Closing Date; provided that no service credit for any periods prior to the Closing shall be required to be given for (i) benefit accrual purposes under any defined benefit pension plan, (ii) any purpose under a Buyer Qualified Retirement Plan, or (iii) any purposes under any post-termination of employment welfare benefits, and further provided that the Buyer will use commercially reasonable efforts to give service credit for disability coverage purposes. The Buyer will take such actions as are necessary to ensure that the Company Employees who are employed by the Company immediately prior to the Closing will have, immediately following the Closing, fully vested and nonforfeitable interests in their benefits accrued under Buyer Qualified Retirement Plans and will not be required to satisfy any service condition to be eligible to participate in a cost to Buyer, but shall be paid as provided in Section 5.8(f)Buyer Qualified Retirement Plan. Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller its Affiliates shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of benefits accruing under the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingBuyer Benefit Plans.

Service Credit. With From and after the Closing Date (or, if later, the applicable Transfer Date), with respect to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior , Purchaser and its Affiliates shall (a) recognize, for all purposes (including eligibility, vesting and benefit levels and accruals) under the applicable plans, programs, policies, agreements and arrangements that are sponsored by or may be established or maintained by Purchaser or any of its Affiliates (including the Company Group) on or after the Closing (“Purchaser Benefit Plans”), service with Seller toward any eligibility and vesting under its Affiliates and predecessors earned prior to the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer Closing to the extent such employee is vested service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre‑existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee Benefits Plans of Seller (or its applicable Affiliatesand was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the ClosingClosing Date (or, provided if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that all vacationprovide health benefits for any co-payments, personal and sick days accrued deductibles, out-of-pocket expenses or similar payments already made or incurred under a Benefit Plan by each the Transferred Employee under the plans, policies, programs (and arrangements each eligible dependent of Seller (or its applicable Affiliatessuch Transferred Employee) immediately prior to the Closing shall not be a cost to BuyerDate (or, but shall be paid as provided if later, the applicable Transfer Date) for the plan year in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of any each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) to the cessation extent such credit would result in any duplication of any Scheduled Employee’s employment on compensation or before the Closing Date, includingbenefits.

Service Credit. With From and after the Closing and with respect to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior , Buyer and its Affiliates (including the Company) shall (a) recognize for all purposes, including for purposes of eligibility, vesting and benefit levels and accruals (but excluding accruals under a defined benefit pension plan and a retiree health or retiree life insurance plan), under any “employee benefit plan,” as defined in Section 3(3) of ERISA or any plan, program, policy, agreement or arrangement that is sponsored or maintained by (or may be established or maintained by) Buyer or any of its Affiliates (including the Company) on or after the Closing Date (collectively, “Buyer Benefit Plans”), service with Seller toward any eligibility and vesting under its Affiliates (including the Employee Benefits Plans and other compensation arrangements of Buyer andCompany), in as well as service with predecessor employers, earned prior to the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer Closing Date to the extent such employee is vested under service was recognized by the Employee Benefits Plans of Company or Seller (or its applicable Affiliates) immediately ), as the case may be, prior to the Closing, provided that all vacation(b) waive any pre-existing condition exclusion, personal and sick days accrued by each Transferred Employee under the plansactively-at-work requirement, policiesevidence of insurability, programs and arrangements of Seller (waiting period or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyersimilar condition, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods limitation or requirement with respect to participation and coverage requirements of each Transferred Employee (and his or her eligible dependents) under Buyer’s all Buyer Benefit Plans that provide health and other welfare plans. Except as provided in this Section 5.8(d)benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee (or his or her eligible dependents) under the corresponding Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages Benefit Plan or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick timeAssumed Benefit Plan, as well as any other benefitsthe case may be, created or owing as a consequence of the employment on or before immediately prior to the Closing Date and (c) provide full credit under all Buyer Benefit Plans that provide health or other welfare benefits for the dollar amount of any co-payments, out-of-pocket expenses, deductibles or similar payments or expenses made or incurred under a Seller Benefit Plan or Assumed Benefit Plan, as the case may be, with respect to each Transferred EmployeeEmployee (and his or her eligible dependents) prior to the Closing Date for the plan year in which the Closing occurs. For the avoidance of doubt, or the cessation of any Scheduled Employee’s employment on or before and after the Closing Date, includingany claims for services made by Transferred Employees that are incurred (but not reported) prior to the Closing Date shall be submitted under the applicable group health Seller Benefit Plan and any costs and liabilities arising from or in connection with any such claims shall be an obligation of Seller.

Service Credit. With respect to benefits accruing during the CBA TermFor purposes of eligibility, Buyer shall recognize vesting, and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting benefit accrual under the Employee Benefits Plans and other compensation arrangements benefit plans of Buyer and, in the case of Represented Purchaser providing benefits to Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer Purchaser shall vest credit each such Transferred Employee under with his or her years of service credited by the Employee Benefits Plans Sellers or their Affiliates (in accordance with the provisions of Buyer the Sellers’ or their Affiliates’ benefit plans and policies as they are in effect as of the date of this Agreement), to the same extent such employee is vested under as the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) was entitled immediately prior to the Closing to credit for such service under any similar benefit plan of the Sellers or their Affiliates; provided, however, that the applicable Purchaser defined benefit plan shall provide that the Transferred Employee’s accrued benefit thereunder shall be offset or reduced by such Transferred Employee’s accrued benefit under the Huntsman Defined Benefit Pension Plan (including any credit under any applicable Chevron/Texaco pension benefit) and the Huntsman Local No. 436 G-U.S.W.A.I.U. Hourly Rated Employees’ Pension Plan (as applicable) as of the Closing Date; but in no event shall a Transferred Employee’s accrued benefit under the applicable Purchaser’s plan be less than the amount determined under such plan’s benefit formula without consideration of service credited by the Sellers and their Affiliates (in accordance with the provisions of the Sellers’ or their Affiliates’ benefit plans and policies as they are in effect as of the date of this Agreement) prior to the Closing Date and without reduction for the Transferred Employee’s accrued benefit under the applicable Seller’s plan. The benefit plans of the Purchaser shall not be a cost deny Transferred Employees coverage or benefits on the basis of pre-existing conditions and shall credit such Transferred Employees for any deductibles and out of pocket expenses paid in the year of initial participation in the benefit plans of the Purchaser, provided such Transferred Employees elect to Buyerparticipate in the benefit plans of the Purchaser when first eligible to do so. As soon as practicable, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations any event not later than 180 days after the Closing (and, with respect to preexisting conditionsany Transferred Employee who terminates employment with the Purchaser before such time, exclusions based on health status as soon as practicable following a request from the Purchaser), the Sellers shall provide the Purchaser with such information in the possession of the Sellers that the Purchaser may reasonably require to carry out its obligations under this Section 6.7(f), and waiting periods shall otherwise cooperate with the Purchaser with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingobligations.

Service Credit. With respect For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee benefit plans of Purchaser and its Affiliates providing benefits accruing during to any Business Employees after the CBA TermClosing (the “New Plans”), Buyer each Business Employee shall recognize and apply each Transferred Employee’s prior be credited with his or her years of service with Seller toward any eligibility and vesting under the Employee Benefits Plans its Affiliates and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer their respective predecessors prior to the Closing, to the same extent as such employee is vested Business Employee was entitled, prior to the Closing, to credit for such service under the any similar Seller Benefit Plan in which such Business Employee Benefits Plans of Seller (participated or its applicable Affiliates) was eligible to participate immediately prior to the Closing, ; provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior foregoing shall not apply to the Closing shall not be extent that its application would result in a cost to Buyerduplication of benefits for the same period of service. In addition, but and without limiting the generality of the foregoing, each Business Employee shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect immediately eligible to preexisting conditionsparticipate, exclusions based on health status and without any waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as in any other benefits, created or owing as and all New Plans to the extent coverage under such New Plan replaces a consequence of the employment on or Seller Benefit Plan in which such Business Employee participated immediately before the Closing Date (such plans, collectively, the “Old Plans”). For purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Transferred Business Employee, Purchaser shall cause all pre-existing 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 cessation extent any such exclusions or requirements were waived or were inapplicable under any Old Plan. Purchaser shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of any Scheduled Employeethe plan year of the Old Plans ending on the date such employee’s employment on 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 employee and his or before her covered dependents for the Closing Date, includingapplicable plan year as if such amounts had been paid in accordance with such New Plan.

Service Credit. With respect to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Non-Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingincluding (i) all Liabilities under any Employee Benefit Plan maintained by Seller and any Liabilities resulting from any deficiency in the administration or funding of any such plan, (ii) all claims for health care and other welfare benefits, including any workers’ compensation claims, (iii) COBRA continuation coverage requirements, (iv) any and all Liabilities with respect to any employees who are not Transferred Employees, and (v) any and all Liabilities accruing from the CBA MOA.

Service Credit. With respect For purposes of determining eligibility, vesting, participation and benefit accrual under the employee benefit and compensation arrangements maintained by Buyer and/or its Affiliates (including, following the Closing, the Companies or their Subsidiaries) providing benefits to benefits accruing during Continuing Employees after the CBA TermClosing Date (collectively, “Buyer Benefit Plans”), each Continuing Employee shall recognize and apply each Transferred Employee’s prior be credited with his or her years of service with Seller toward the Companies and their Affiliates (and any eligibility and vesting predecessor entities thereto) before the Closing Date, to the same extent as such Continuing Employee was entitled, before the Closing Date, to credit for such service under any similar Employee Benefit Plans, provided that the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer foregoing shall vest each Transferred Employee under the Employee Benefits Plans of Buyer not apply (i) to the extent its application would result in a duplication of benefits, (ii) with respect to benefit accruals under a defined benefit pension plan or retiree welfare benefit plan, or (iii) with respect to any Buyer Benefits Plan for which prior service is not taken into account for employees of Buyer. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any and all Buyer Benefit Plans; (ii) for purposes of each Buyer Benefit Plan providing medical, dental, pharmaceutical or vision benefits to any Continuing Employee, Buyer and its Affiliates shall use their commercially reasonable efforts to cause all pre-existing condition exclusions, actively-at-work requirements and insurability requirements of such employee is vested Buyer Benefit Plan to be waived for such Continuing Employee and his or her covered dependents; and (iii) Buyer and its Affiliates shall use their commercially reasonable efforts to cause any co-payments, deductibles and out-of-pocket or other eligible expenses incurred by such Continuing Employee and his or her covered dependents with respect to any Employee Benefit Plan during the portion of the plan year that includes the Closing Date to be taken into account under the comparable Buyer Benefit Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee Benefits Plans and his or her covered dependents for the applicable plan year of Seller (or its applicable Affiliates) immediately prior to each such Buyer Benefit Plan, as if such amounts had been paid in accordance with such Buyer Benefit Plan. Buyer shall, and shall cause the ClosingCompanies and their Subsidiaries to, provided that honor all vacation, personal vacation and sick paid time off days accrued by each Transferred Employee Continuing Employees under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) the Companies and their Subsidiaries immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, including.

Service Credit. With respect Effective as of the Transfer Time, Seller shall, subject to benefits accruing during applicable Law, provide Purchaser with the CBA Termhire date, Buyer shall recognize recognized credited service amount, seniority date, and apply participation, vesting and, as applicable, benefit accrual periods of service amounts for each Transferred Employee’s prior service . Purchaser shall recognize the period of employment of each Transferred Employee with Seller toward or its Affiliates for purposes of determining any such Transferred Employee’s eligibility to participate in and vesting under the Employee Benefits Plans any all plans or policies providing for fringe benefits (including vacation, paid holidays, personal leave, employee discounts, educational benefits or similar programs) and each other compensation arrangements of Buyer andbonus, in the case of Represented Transferred Employeesincentive compensation, profit sharing, stock, severance (including statutory payments), leaving service, retirement (pension and savings), health, life, disability, group insurance, employment, stock option, stock purchase, stock appreciation right, performance share, employee loan, supplemental unemployment, layoff, consulting, or any other plans established similar plan, agreement, policy or understanding. Further, Purchaser shall (a) cause to provide benefits described in be waived for any of the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become and their eligible dependents any applicable pre-existing condition limitations with respect to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee medical conditions under the Employee Benefits Plans of Buyer applicable group health plans in which such individuals participate after the Transfer Time to the extent such employee is vested limitations did not apply under the Employee Benefits Plans corresponding Seller Plan, and (b) credit the expenses of such Transferred Employees that were credited toward deductibles or out-of-pocket limits for Seller’s plan year up to the Transfer Time under the applicable Seller (Plan against satisfaction of any deductibles or out-of-pocket limits for Purchaser’s plan year from the Transfer Time under the Purchaser’s or its applicable Affiliates) immediately prior to the Closing, provided that all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, including’ employee benefit plan.

Service Credit. With respect Parent and its subsidiaries and Affiliates (including, without limitation, the Surviving Corporation) shall recognize (and shall use commercially reasonable efforts to cause each benefit plan, program, practice, policy and arrangement maintained by Parent or any of its subsidiaries or Affiliates after the Closing and in which any Continuing Employee (or the spouse or any dependent of any Continuing Employee) participates or becomes eligible to participate (each, a “Parent Benefit Plan”)) to recognize, for purposes of determining eligibility, vesting, accrual of and entitlement to benefits accruing during the CBA Term(but not for purposes of equity awards or accrual of benefits under any “defined benefit plan,” as defined in Section 3(35) of ERISA), Buyer shall recognize and apply each Transferred Employee’s prior all service with Seller toward any eligibility the Company and vesting under the Employee Benefits Plans its Subsidiaries and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA ERISA Affiliates (and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer predecessor employers to the extent such employee is vested under the Employee Benefits Plans of Seller (Company or its applicable Subsidiaries or Affiliates, or the corresponding Employee Benefit Plan, provides past service credit) immediately prior to the ClosingEffective Time. Parent and its subsidiaries and Affiliates shall use commercially reasonable efforts to cause each Parent Benefit Plan that is a welfare benefit plan, provided that within the meaning of Section 3(1) of ERISA, (a) to waive any and all vacationeligibility waiting periods, personal evidence of insurability requirements, pre-existing condition limitations and sick days accrued by each Transferred Employee under the plansexclusions, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive all limitations other conditions with respect to preexisting conditionsthe Continuing Employees and their eligible spouses and dependents to the maximum extent permitted by Applicable Law, exclusions based on health status and waiting periods with respect (b) to participation recognize for each Continuing Employee and coverage his or her eligible spouse and dependents for purposes of applying annual deductible, co-payment, out-of-pocket maximums and similar requirements under Buyer’s health such Parent Benefit Plan any deductible, co-payment, out-of-pocket expenses and welfare plans. Except as provided similar payments made by the Continuing Employee and his or her eligible spouse and dependents under a corresponding Employee Benefit Plan during the plan year of such Employee Benefit Plan in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence which occurs the later of the employment Effective Time and the date on or before which the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before the Closing Date, includingContinuing Employee begins participation in such Parent Benefit Plan.

Service Credit. With respect Buyer shall, and shall cause the Acquired Companies to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting grant all Employees credit under the Employee Benefits Plans plans and other compensation arrangements benefit programs of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) immediately prior to the Closing, provided that Affiliates for all vacation, personal and sick days accrued by each Transferred Employee under the plans, policies, programs and arrangements of Seller (or its applicable Affiliates) immediately service prior to the Closing shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall waive for all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements purposes (other than benefit accruals under Buyer’s any defined benefit plan or under any post-retirement health and welfare plansplan which provides for employer contributions) for which such service was recognized by the Acquired Companies, Sellers, or any Affiliate of Sellers. Except as provided in this Section 5.8(d)In addition, Seller Buyer shall, and shall be solely responsible for all Liabilities including cause the Acquired Companies to, waive any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to pre-existing condition exclusions and actively-at-work requirements and provide that any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment expenses incurred on or before the Closing Date by any such individuals or their covered dependents shall be taken into account for purposes of any Transferred Employeesatisfying applicable deductible, coinsurance and maximum out-of-pocket provisions under health plans covering such individuals after the Closing in the plan year in which the Closing occurs to the extent such waivers and credits are supported by adequate documentation provided to Buyer by Sellers or the cessation of any Scheduled Employee’s employment on or before their Affiliates within 90 days after the Closing Date. Sellers and their Affiliates shall retain responsibility for all medical, includingvision, dental, life insurance, accident insurance and disability coverage claims incurred by the Employees as of the Closing Date to the extent covered under a plan sponsored or maintained by a Seller or an Affiliate of a Seller. For purposes of the preceding sentence, a claim shall be deemed to have been incurred (i) for medical, vision, and dental coverage, on the date the service giving rise to the claim is performed, (ii) for life and accident insurance coverage, on the date of death or accident, and (iii) for disability coverage, on the date of disability. As of the Closing, each Employee will be immediately credited with a pro-rata share of personal time off under Buyer’s personal time off program and will receive a number of vacation days for the 2007 calendar year equal to the number of vacation days that would have been credited on January 1, 2007 under Buyer’s vacation policy less the number of days of paid time off that each such Employee has taken with Sellers and their Affiliates during 2007. Sellers shall, as soon as practicable after the Closing, provide Buyer with a list which sets forth the number of days of paid time off taken by each of the Employees with Sellers and their Affiliates during 2007.

Service Credit. With respect All service under any Company Plan that was recognized, accrued or credited under such Company Plan immediately preceding the Effective Time shall continue to benefits accruing during be recognized, accrued or credited for all relevant purposes under such Company Plan as of and at all times following the CBA TermEffective Time. Subject to obligations under applicable law and applicable collective bargaining agreements, Buyer shall recognize all employees of the Company and apply each Transferred Employee’s prior service with Seller toward any eligibility and vesting under the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer to the extent such employee is vested under the Employee Benefits Plans of Seller (or its applicable Affiliates) Subsidiaries who were employees immediately prior to the ClosingEffective Time (the " Affected Employees") shall be given credit for all service with the Company or its Subsidiaries (and service credited by the Company or such Subsidiary), provided that to the same extent as such service was credited for such purpose by the Company or such Subsidiary, under (a) all vacation, personal and sick days accrued by each Transferred Employee under the employee benefit plans, policies, programs and arrangements policies, and fringe benefits of Seller CEI or the Surviving Corporation (if any) in which they first become participants on or its applicable Affiliates) immediately prior after the Effective Time, for purposes of eligibility and vesting but not for benefit accrual purposes or eligibility for early retirement purposes under defined benefit pension plans and not to the Closing extent crediting such service would result in duplication of benefits and (b) severance plans for purposes of calculating the amount of each Affected Employee's severance benefits. To the extent permissible under the terms thereof and required by applicable law, CEI and the Surviving Corporation shall not be a cost to Buyer, but shall be paid as provided in Section 5.8(f). Buyer shall (i) waive all limitations with respect as to preexisting conditions, conditions exclusions based on health status and waiting periods with respect to participation and coverage requirements applicable to the Affected Employees under Buyer’s health and any welfare plans. Except as provided benefit plans that such employees may be eligible to participate in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before the Closing Date of any Transferred Employee, or the cessation of any Scheduled Employee’s employment on or before after the Closing Date, includingother than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Affected Employees immediately prior to the Closing Date, and (ii) provide each Affected Employee with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Closing Date. Nothing in this Section shall be deemed to require the employment of any Affected Employee to be continued for any particular period of time after the Closing Date.

Service Credit. With From and after the Closing Date (or, if later, the applicable Transfer Date), with respect to benefits accruing during the CBA Term, Buyer shall recognize and apply each Transferred Employee’s prior , Purchaser and its Affiliates shall (a) recognize, for all purposes (including eligibility, vesting and benefit levels and accruals) under the applicable plans, programs, policies, agreements and arrangements that are sponsored by or may be established or maintained by Purchaser or any of its Affiliates (including the Company Group) on or after the Closing (“Purchaser Benefit Plans”), service with Seller toward any eligibility and vesting under its Affiliates and predecessors earned prior to the Employee Benefits Plans and other compensation arrangements of Buyer and, in the case of Represented Transferred Employees, any other plans established to provide benefits described in the Generation CBA and in the case of Non- Represented Transferred Employees in Seller’s policies or plans, if any, that may become applicable to Non-Represented Transferred Employees. Buyer shall vest each Transferred Employee under the Employee Benefits Plans of Buyer Closing to the extent such employee is vested service was recognized for such purposes under a corresponding Benefit Plan, (b) use commercially reasonable efforts to waive any pre-existing condition exclusion, actively-at-work requirement, evidence of insurability, waiting period or similar condition, limitation or requirement under the applicable Purchaser Benefit Plans that provide health and other welfare benefits, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such Transferred Employee Benefits Plans of Seller (or its applicable Affiliatesand was not otherwise satisfied by such Transferred Employee) under the corresponding Benefit Plan immediately prior to the ClosingClosing Date (or, provided if later, the applicable Transfer Date), and (c) use commercially reasonable efforts to provide full credit under the applicable Purchaser Benefit Plans that all vacationprovide health benefits for any co-payments, personal and sick days accrued deductibles, out-of-pocket expenses or similar payments already made or incurred under a Benefit Plan by each the Transferred Employee under the plans, policies, programs (and arrangements each eligible dependent of Seller (or its applicable Affiliatessuch Transferred Employee) immediately prior to the Closing shall not be a cost to BuyerDate (or, but shall be paid as provided if later, the applicable Transfer Date) for the plan year in Section 5.8(f). Buyer shall waive all limitations with respect to preexisting conditions, exclusions based on health status and waiting periods with respect to participation and coverage requirements under Buyer’s health and welfare plans. Except as provided in this Section 5.8(d), Seller shall be solely responsible for all Liabilities including any applicable termination pay, severance pay, accrued wages or salary, accrued bonus and/or incentive pay (whether or not such bonus or incentive compensation is subject to any continued service requirement), accrued vacation and sick time, as well as any other benefits, created or owing as a consequence of the employment on or before which the Closing Date (or, if later, the applicable Transfer Date) occurs; provided that, in the case of any each of clauses (a) and (c), no Transferred Employee’s service shall be credited (i) for purposes of benefit accrual under any defined benefit pension plans or retiree medical plans covering the Transferred Employees or for purposes of vesting of equity-based incentive compensation awards, (ii) for purposes of plans that are frozen to new participants or (iii) to the cessation extent such credit would result in any duplication of any Scheduled Employee’s employment on compensation or before the Closing Date, includingbenefits. SECTION 10.06