PURPOSES OF THE FOREGOING, A
MEDICAL/DENTAL CLAIM SHALL BE CONSIDERED INCURRED WHEN THE SERVICES ARE
RENDERED, THE SUPPLIES ARE PROVIDED OR MEDICATION IS PRESCRIBED, AND NOT WHEN
THE CONDITION AROSE.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE
CONTRARY, IF ANY COMPANY EMPLOYEE COVERED BY SELLER'S SHORT TERM DISABILITY PLAN
HAS BECOME DISABLED (WITHIN THE MEANING OF SUCH PLAN) PRIOR TO THE CLOSING DATE,
ANY SHORT-TERM DISABILITY SALARY CONTINUATION INCOME BENEFITS RELATING TO SUCH
DISABILITY SHALL BE THE SOLE RESPONSIBILITY OF SELLER, WHETHER PAYABLE BEFORE OR
AFTER THE CLOSING DATE.
SELLER'S LONG TERM DISABILITY PLAN SHALL BE RESPONSIBLE
FOR ANY COMPANY EMPLOYEE COVERED BY SELLER'S LONG TERM DISABILITY PLAN WHO HAS
BECOME DISABLED (WITHIN THE MEANING OF SUCH PLAN) PRIOR TO CLOSING BUT HAS NOT
QUALIFIED FOR BENEFITS BECAUSE THE ELIMINATION PERIOD HAS NOT THEN EXPIRED,
SUBJECT TO THE ELIMINATION PERIOD REQUIREMENT BEING MET AFTER CLOSING.
(D)
FROM AND AFTER THE CLOSING DATE, BUYER,
THROUGH COMPANY AND THE COMPANY SUBSIDIARIES, SHALL HONOR ALL VACATION DAYS OF
COMPANY EMPLOYEES THAT ACCRUED PRIOR TO THE CLOSING DATE AND THAT REMAIN
OUTSTANDING AS OF THE CLOSING DATE.
(E)
THE AMOUNT IN EACH COMPANY EMPLOYEE'S
ACCOUNT UNDER SELLER'S DEPENDENT CARE ASSISTANCE PLAN (WHICH IS PART OF SELLER'S
CAFETERIA PLAN) AS OF THE CLOSING DATE WILL BE TRANSFERRED BY SELLER AS SOON AS
PRACTICABLE AFTER CLOSING TO A PLAN TO BE SET UP BY COMPANY (OR BY BUYER OR ONE
OF ITS AFFILIATES FOR THE BENEFIT OF COMPANY EMPLOYEES) THAT PROVIDES EQUIVALENT
OR BETTER BENEFITS TO COMPANY EMPLOYEES THAN SELLER'S DEPENDENT CARE ASSISTANCE
PLAN.
(F)
SUBJECT TO APPLICABLE LAW, SELLER SHALL
COOPERATE AND USE ITS REASONABLE BEST EFFORTS IN ASSISTING BUYER'S EFFORTS TO
TRANSITION THE EMPLOYEES AND PLANS INCLUDING PROVIDING ACCESS AND MAKING
AVAILABLE TO BUYER EMPLOYEE RECORDS AND BENEFIT INFORMATION NECESSARY FOR BUYER
TO FULFILL ITS OBLIGATIONS UNDER THIS ARTICLE 12, BUT SUCH COOPERATION SHALL NOT
REQUIRE SELLER TO INCUR OUT-OF-POCKET COSTS UNLESS BUYER AGREES TO REIMBURSE
SELLER THEREFOR.
50
12.3
SEVERANCE BENEFIT.
BUYER AND ITS AFFILIATES SHALL
PROVIDE EACH COMPANY EMPLOYEE WHOSE EMPLOYMENT IS TERMINATED IN A QUALIFYING
TERMINATION DURING THE PERIOD FROM THE CLOSING DATE THROUGH THE FIRST
ANNIVERSARY OF THE CLOSING DATE A PAYMENT OF NO LESS THAN THE PRODUCT OF
(1)
SUCH EMPLOYEE'S WEEKLY RATE OF BASE PAY,
MULTIPLIED BY
(2)
THE GREATER OF
(A)
8, OR
(B)
SUCH EMPLOYEE'S YEARS OF SERVICE WITH COMPANY
AND ITS AFFILIATES (INCLUDING SERVICE WITH PREDECESSOR ENTITIES) MULTIPLIED BY
TWO, BUT NOT MORE THAN 52,
as well as welfare benefits continuation (at no cost to the employee) for a
period of weeks not less than the multiple determined in clause (2) above.
The
benefits described in this Section 12.3 are contingent on Company employee's
signing a release agreement provided by Company.
Payments will be made on a
semi-monthly basis in Company's normal payroll cycle and will be subject to all
applicable tax withholdings.
This Section 12.3 does not apply with respect to
(i) any Company employee with whom Company has entered into a retention
agreement