for filing all necessary employee change notices with respect to
their respective employees in accordance with applicable Kerr-McGee policies and
procedures.
Effective Immediately after the Distribution Date, Tronox shall be
solely responsible for providing health care continuation coverage under COBRA
with respect to any Transferred Individual (regardless of whether such
Transferred Individual first became eligible for COBRA coverage at any time
before the Close of the Distribution Date), including any
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Transferred Individual who became eligible for COBRA in connection with a Change
in Control.
6.08.
LEAVE OF ABSENCE PROGRAMS AND FMLA.
(A)
EFFECTIVE IMMEDIATELY AFTER THE
DISTRIBUTION DATE: (1) TRONOX SHALL HONOR, AND SHALL CAUSE EACH TRONOX ENTITY TO
HONOR, ALL TERMS AND CONDITIONS OF LEAVES OF ABSENCE WHICH HAVE BEEN GRANTED TO
ANY TRANSFERRED INDIVIDUAL UNDER A KERR-MCGEE LEAVE OF ABSENCE PROGRAM OR FMLA
BEFORE THE CLOSE OF THE DISTRIBUTION DATE BY KERR-MCGEE, A KERR-MCGEE ENTITY,
TRONOX, OR A TRONOX ENTITY, INCLUDING SUCH LEAVES THAT ARE TO COMMENCE AFTER THE
DISTRIBUTION DATE; (2) TRONOX AND EACH TRONOX ENTITY SHALL BE SOLELY RESPONSIBLE
FOR ADMINISTERING LEAVES OF ABSENCE AND COMPLIANCE WITH FMLA WITH RESPECT TO
THEIR EMPLOYEES; AND (3) TRONOX AND EACH TRONOX ENTITY SHALL RECOGNIZE ALL
PERIODS OF SERVICE OF TRANSFERRED INDIVIDUALS WITH KERR-MCGEE OR A KERR-MCGEE
ENTITY, AS APPLICABLE, TO THE EXTENT SUCH SERVICE IS RECOGNIZED BY KERR-MCGEE
FOR THE PURPOSE OF ELIGIBILITY FOR LEAVE ENTITLEMENT UNDER THE KERR-MCGEE LEAVE
OF ABSENCE PROGRAMS AND FMLA; PROVIDED THAT NO DUPLICATION OF BENEFITS SHALL BE
REQUIRED BY THE FOREGOING.
(B)
AS SOON AS ADMINISTRATIVELY PRACTICABLE
AFTER THE CLOSE OF THE DISTRIBUTION DATE, KERR-MCGEE SHALL PROVIDE TO TRONOX
COPIES OF ALL RECORDS PERTAINING TO THE KERR-MCGEE LEAVE OF ABSENCE PROGRAMS AND
FMLA WITH RESPECT TO ALL TRANSFERRED INDIVIDUALS TO THE EXTENT SUCH RECORDS HAVE
NOT BEEN PROVIDED PREVIOUSLY TO TRONOX OR A TRONOX ENTITY.
6.09.
KERR-MCGEE WORKERS' COMPENSATION PROGRAM.
(A)
ADMINISTRATION OF CLAIMS.
EFFECTIVE
IMMEDIATELY AFTER THE DISTRIBUTION DATE, TRONOX SHALL BE RESPONSIBLE FOR THE
ADMINISTRATION OF ALL CLAIMS THAT ARE, OR HAVE BEEN, INCURRED UNDER THE
KERR-MCGEE WCP BEFORE THE DISTRIBUTION DATE BY TRONOX INDIVIDUALS ("TRONOX WCP
CLAIMS").
TRONOX SHALL DISCHARGE ITS RESPONSIBILITY BY SECURING INSURANCE
COVERAGE OR, TO THE EXTENT LEGALLY PERMISSIBLE (AS DEFINED BELOW), SECURING A
SELF-INSURANCE CERTIFICATE IN ONE OR MORE STATES.
FOR PURPOSES OF THIS
SECTION 6.09(A), "LEGALLY PERMISSIBLE" SHALL BE DETERMINED ON A STATE-BY-STATE
BASIS, AND SHALL MEAN THAT ADMINISTRATION OF TRONOX WCP CLAIMS BY TRONOX IS
PERMISSIBLE UNDER THE APPLICABLE STATE'S WORKERS' COMPENSATION LAWS (TAKING INTO
ACCOUNT ALL RELEVANT FACTS, INCLUDING THAT TRONOX MAY HAVE A SELF-INSURANCE
CERTIFICATE IN THAT STATE).
(B)
COOPERATION.
EACH PARTY SHALL FULLY
COOPERATE WITH THE OTHER WITH RESPECT TO THE ADMINISTRATION AND REPORTING OF
TRONOX WCP CLAIMS AND THE TRANSFER OF THE ADMINISTRATION OF ANY TRONOX WCP
CLAIMS TO TRONOX AS DETERMINED UNDER THIS SECTION 6.09.
UPON THE REQUEST OF
TRONOX, KERR-MCGEE WILL MAKE REASONABLE EFFORTS TO SUPPORT ANY APPLICATION
TRONOX MAY MAKE FOR A SELF-INSURANCE CERTIFICATE IN ONE OR MORE STATES.
6.10.
KERR-MCGEE EMPLOYEE ASSISTANCE PROGRAM.