definiens: shall mean the allocated costs incurred or accrued by [COMPANY] during the term of this Agreement, CONFIDENTIAL TREATMENT REQUESTED with respect to the Assignment of the Employees pursuant to this Agreement, for the any period, which shall include without limitation : ( a ) All wages or salaries paid or payable to the Employees ; ( b ) All allocated costs of employee benefit plans ( including welfare plans and qualified pension plans ) in which the Employees participate during the Transition Period ; provided, however, that the allocated cost of any insured plan shall be the premiums attributable to such Employees ' coverage under the insured plan ; ( c ) The prorated costs attributable to the Employees ' vacation earned during the term of this Agreement ; and ( d ) All other direct costs related to the continuing employer - employee relationship between the Employees and [COMPANY], including without limitation workers ' compensation and unemployment compensation premiums, and employer payroll tax obligations ( including, without limitation, FICA, FUT A, and state unemployment and short - term disability contributions )