corresponding Verizon Pension Plan or Excess Plan, unless and until changed or
modified in accordance with the terms of the applicable plan or otherwise in
accordance with applicable law.
To the extent applicable, the provisions of
this Article V shall also apply to Spinco Dependents.
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ARTICLE VI.
HEALTH AND WELFARE
SECTION 6.1.
ASSUMPTION OF HEALTH AND WELFARE
(A)
VERIZON OR ONE OR MORE OF ITS SUBSIDIARIES MAINTAIN HEALTH AND
WELFARE PLANS, INCLUDING PLANS PROVIDING ACTIVE SEVERANCE AND ACTIVE
POST-RETIREMENT HEALTH, DENTAL AND LIFE INSURANCE BENEFITS, FOR THE BENEFIT OF
ELIGIBLE VERIZON EMPLOYEES AND CERTAIN FORMER EMPLOYEES, INCLUDING FORMER SPINCO
EMPLOYEES WHO HAVE RETIRED AS OF THE DATE THE MERGER AGREEMENT IS EXECUTED (THE
"VERIZON WELFARE PLANS").
AS OF THE DISTRIBUTION DATE, EACH PERSON WHO IS A
SPINCO EMPLOYEE OR SPINCO DEPENDENT ON SUCH DATE SHALL CEASE TO BE COVERED UNDER
THE VERIZON WELFARE PLANS, EXCEPT THAT VERIZON AND THE VERIZON WELFARE PLANS
SHALL BE RESPONSIBLE FOR MEDICAL, DENTAL, DISABILITY OR LIFE INSURANCE CLAIMS OF
SUCH SPINCO EMPLOYEES AND SPINCO DEPENDENTS AS ARE SPECIFIED IN SECTION
2.1(B)(II) FOR REPRESENTED EMPLOYEES, AND ALSO FOR SUCH CLAIMS WITH RESPECT TO
ALL OTHER SPINCO EMPLOYEES AND SPINCO DEPENDENTS ON THE SAME BASIS AS DESCRIBED
IN SECTION 2.1(B)(II) WITH RESPECT TO CLAIMS INCURRED OR EVENTS THAT HAVE
OCCURRED PRIOR TO THE EFFECTIVE TIME.
FOR THE AVOIDANCE OF DOUBT, WITH RESPECT
TO ANY PAYMENTS DUE TO ANY SPINCO EMPLOYEE UNDER THE TERMS OF THE VERIZON SHORT
TERM DISABILITY PLAN, THE OBLIGATIONS TO MAKE PAYMENTS WITH RESPECT TO ANY
PERIOD PRIOR TO THE EFFECTIVE TIME SHALL REMAIN WITH VERIZON, AND THE
OBLIGATIONS TO MAKE ANY PAYMENTS WITH RESPECT TO ANY PERIOD AT OR AFTER THE
EFFECTIVE TIME SHALL BE THE SOLE RESPONSIBILITY OF FAIRPOINT OR A SPINCO PLAN.
(B)
PRIOR TO THE DISTRIBUTION DATE, VERIZON AND SPINCO SHALL TAKE
STEPS TO ESTABLISH SPINCO WELFARE PLANS, BASED ON THE CORRESPONDING VERIZON
WELFARE PLANS.
SPINCO OR NNETO SHALL PROVIDE FAIRPOINT WITH A COPY OF THE
SPINCO WELFARE PLANS AT LEAST FOUR MONTHS PRIOR TO THEIR ADOPTION IN ORDER TO
PROVIDE FAIRPOINT AN OPPORTUNITY TO
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COMMENT ON THEIR FORM AND FOR USE IN FAIRPOINT'S PREPARATIONS FOR ASSUMING THESE
PLAN.
SPINCO AND NNETO AGREE TO CONSULT WITH FAIRPOINT AND, SUBJECT TO THE
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, TO REASONABLY CONSIDER SUCH
COMMENTS, BUT FAIRPOINT'S COMMENTS SHALL BE ADVISORY ONLY AND SPINCO AND NNETO
SHALL RETAIN FULL DISCRETION AS TO THE FORM OF THE PLANS.
VERIZON SHALL OR
SHALL CAUSE THE SPINCO GROUP TO PROVIDE FAIRPOINT WITH DEMOGRAPHIC AND CLAIMS
INFORMATION AND OTHER REASONABLY REQUESTED INFORMATION RELATED TO THE SPINCO
EMPLOYEE AND SPINCO DEPENDENTS THAT WILL ENABLE FAIRPOINT AND THE SPINCO GROUP
TO EFFECT THE OPERATION OF SUCH SPINCO WELFARE PLANS FOLLOWING THE EFFECTIVE
TIME.
AS OF AND IMMEDIATELY AFTER THE DISTRIBUTION DATE, ALL LIABILITIES IN
RESPECT OF OR RELATING TO SUCH SPINCO EMPLOYEES UNDER THE VERIZON WELFARE PLANS
SHALL CEASE TO BE LIABILITIES OF ANY MEMBER OF THE VERIZON GROUP OR THE VERIZON
WELFARE PLANS