definiens: ( as defined in Section 3(3 ) of ERISA ) ( including any vacation, paidtime - off and severance plans ), for all purposes ( except as set forth below ), including determining eligibility toparticipate, level of benefits, vesting, benefit accruals and early retirement subsidies, each Continuing Employee’sservice with the Company or any of its Subsidiaries ( as well as service with any predecessor employer of theCompany or any such Subsidiary, to the extent service with the predecessor employer was recognized by theCompany or such Subsidiary ) shall be treated as service with the Surviving Corporation or any of its Subsidiaries ( orin the case of a transfer of all or substantially all the assets and business of the Surviving Corporation, its successorsand assigns ) ; provided, however, that such service need not be recognized ( i ) to the extent that such recognitionwould result in any duplication of benefits for the same period of service, ( ii ) for any purpose under any defined benefitretirement plan, retiree welfare plan, equity - based incentive plan or long - term incentive plan or ( iii ) for purposes of anyplan, program or arrangement ( other than as necessary to comply with Section 5.08(a)(ii ) of this Agreement ) ( x ) underwhich similarly situated employees of Parent and its Subsidiaries do not receive credit for prior service or ( y ) that isgrandfathered or frozen, either with respect to level of benefits or participation