Common use of Severance Plans Clause in Contracts

Severance Plans. Except as expressly provided in Schedule VII hereto, or as required by applicable law, (a) as of the Effective Time, NCR shall retain all Liabilities relating to the NCR Severance Pay Program and all Liabilities relating to, arising out of, or resulting from claims incurred by or on behalf of any NCR Employee or Former NCR Employee under such plans and Teradata shall assume or retain, as applicable, all Liabilities relating to the NCR Severance Pay Program and all Liabilities relating to, arising out of, or resulting from claims incurred by or on behalf of any Teradata Employee or Former Teradata Employee under such plans; (b) a Teradata Employee shall not be deemed to have terminated employment for purposes of determining eligibility for benefits under the NCR Severance Pay Program or other similar plans and programs in connection with or in anticipation of the consummation of the transactions contemplated by the Separation and Distribution Agreement, and shall cease to be covered thereby as of the Effective Time and (c) Teradata shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination or alleged termination of any Teradata Employee’s employment that occurs as a result of or in connection with or following the consummation of the transactions contemplated by the Separation and Distribution Agreement, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing benefits, under any applicable severance, separation, redundancy, termination or similar plan, program, practice, contract, agreement, law or regulation (such benefits to include any medical or other welfare benefits, outplacement benefits, accrued vacation, and taxes) (it being understood that, for the avoidance of doubt, if NCR or a member of the NCR Group is required pursuant to applicable law to pay any such severance amount, to the extent permitted by applicable law, Teradata shall reimburse NCR for such amount upon request which shall include reasonable proof of, and grounds for, such payment).

Severance Plans. Except as expressly provided in Schedule VII hereto, or as required by applicable law, (a) as of the Effective Time, NCR shall retain all Liabilities relating to the NCR Severance Pay Program and all Liabilities relating to, arising out of, or resulting from claims incurred by or on behalf of any NCR Neither a Comverse Employee or Former NCR Employee under such plans and Teradata shall assume or retain, as applicable, all Liabilities relating to the NCR Severance Pay Program and all Liabilities relating to, arising out of, or resulting from claims incurred by or on behalf of any Teradata Employee or Former Teradata Employee under such plans; (b) nor a Teradata CTI Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefits under the NCR Severance Pay Program or other similar plans and programs in connection with or in anticipation of the consummation of the transactions contemplated by the Separation and Distribution Agreement. Other than as set forth in the penultimate sentence of this Section 2.4, and shall cease to be covered thereby as of the Effective Time and (c) Teradata CTI shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination or alleged termination of any Teradata Remaining CTI Employee’s employment that occurs as a result of or in connection with or following the consummation of the transactions contemplated by the Separation and Distribution AgreementEffective Time, including any amounts required to be paid (including any payroll or other taxes), and the costs of providing benefits, under the CTI Severance Plans. As of the Effective Time, Comverse Employees and Transferred Employees will cease to participate in the CTI Executive Severance Protection Plan. In connection with the Distribution, Comverse shall establish a severance plan for the benefit of certain Comverse Employees and Transferred Employees that is substantially similar in all material respects to the CTI Executive Severance Protection Plan (the “Comverse Executive Severance Protection Plan”). Comverse shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination of any applicable severanceComverse Employee’s or any Transferred Employee’s employment that occurs following the Effective Time, separationincluding, redundancywithout limitation, termination any amounts required to be paid (including, without limitation, payroll or similar planother taxes), programand the costs of providing benefits, practiceunder the Comverse Executive Severance Protection Plan. In addition, contract, agreement, law or regulation (such Comverse shall be solely responsible for all amounts required to be paid and the costs of providing benefits to include employees of CTI whose employment is terminated in connection with, or in anticipation of, the Distribution. In addition, the Parties hereby agree that if any medical payments to be made by either Comverse or other welfare benefits, outplacement benefits, accrued vacation, CTI to any employee or former employee of Comverse or CTI is conditioned on a release of claims and taxes) (it being understood that, for if such payment is under an arrangement in effect prior to the avoidance of doubt, if NCR Effective Time or a member in respect of the NCR Group is required pursuant to applicable law to pay any such severance amount, period prior to the extent permitted by Effective Time, then as a condition to the payment to the applicable lawemployee, Teradata shall reimburse NCR for such amount upon request which shall Comverse and CTI will include reasonable proof ofVerint, its Subsidiaries and grounds fortheir respective officers, such payment)directors and employees as one of the parties required to be released.