definiens: ( as defined in Section 3(3 ) of ERISA ) ( including any vacation, paid time - off andseverance plans ), for all purposes ( except as set forth below ), including determining eligibility to participate, level ofbenefits, vesting and benefit accruals, each Continuing Employee ’s service with the Company or any of itsSubsidiaries ( as well as service with any predecessor employer of the Company or any such Subsidiary, to the extentservice with the predecessor employer was recognized by the Company or such Subsidiary ) shall be treated asservice with the Surviving Corporation or any of its Subsidiaries ( or in the case of a transfer of all or substantially allthe assets and business of the Surviving Corporation, its successors and assigns ) ; provided, however, that suchservice need not be recognized ( i ) to the extent that such recognition would result in any duplication of benefits for thesame period of service, ( ii ) for any purpose under any defined benefit retirement plan, retiree welfare plan, equity - based incentive plan or long - term incentive plan, ( iii ) to the extent not recognized by the Company for similarpurposes, or ( iv ) for purposes of any plan, program or arrangement ( x ) under which similarly situated employees ofParent and its Subsidiaries do not receive credit for prior service or ( y ) that is grandfathered or frozen, either withrespect to level of benefits or participation