OF ANY EMPLOYEE, AND ALL SERVICE CREDITS AND BENEFIT ACCRUALS UNDER
THE EMPLOYEE BENEFIT PLANS WITH RESPECT TO ANY OF SUCH PERSONS, SHALL CEASE.
TRANSFERRED EMPLOYEES SHALL BE GIVEN CREDIT FOR ALL SERVICE WITH AN MDL GROUP
COMPANY, SELLERS OR SELLERS' AFFILIATES, AS APPLICABLE, (OR TO ANY PREDECESSORS
THEREOF) UNDER THE APPLICABLE BENEFIT PLANS OF BUYER, FOR PURPOSES OF
ELIGIBILITY TO PARTICIPATE, VESTING AND, AS TO WELFARE AND BENEFIT PLANS AND
VACATION BENEFITS, BENEFITS ACCRUED IN THOSE EMPLOYEE BENEFIT PLANS TO THE SAME
EXTENT AS SUCH SERVICE WAS CREDITED FOR SUCH PURPOSE UNDER ANY OF THE APPLICABLE
EMPLOYEE BENEFIT PLANS, EXCEPT THAT NO SUCH SERVICE SHALL BE REQUIRED TO BE
CREDITED FOR PURPOSES OF DETERMINING BENEFIT ACCRUALS UNDER ANY DEFINED BENEFIT
PLAN.
IN ADDITION, BUYER SHALL ASSUME ALL ACCRUED LEAVE ENTITLEMENTS.
BUYER
SHALL USE ITS REASONABLE BEST EFFORTS TO OBTAIN THE AGREEMENT OF ANY APPLICABLE
INSURANCE CARRIER UNDER THE RELEVANT INSURANCE CONTRACT FOR EACH WELFARE PLAN OF
BUYER IN WHICH THE TRANSFERRED EMPLOYEES BECOME PARTICIPANTS, TO (I) CAUSE THERE
TO BE WAIVED ANY PRE-EXISTING CONDITION, DOMESTIC PARTNER OR ELIGIBILITY
LIMITATIONS AND (II) GIVE EFFECT, IN DETERMINING ANY DEDUCTIBLE AND MAXIMUM
OUT-OF-POCKET LIMITATIONS, TO CLAIMS INCURRED AND AMOUNTS PAID BY, AND AMOUNTS
REIMBURSED TO, EMPLOYEES UNDER SIMILAR PLANS MAINTAINED BY THE MDL GROUP
COMPANIES AND ITS AFFILIATES IMMEDIATELY PRIOR TO THE CLOSING DATE.
NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, NOTHING HEREIN SHALL REQUIRE
BUYER TO EMPLOY ANY OF THE TRANSFERRED EMPLOYEES FOR ANY SPECIFIED PERIOD OF
TIME FOLLOWING THE CLOSING DATE.
EXCEPT AS SET FORTH ON SCHEDULE 4.4(B) OR AS
OTHERWISE REQUIRED BY APPLICABLE LAW, BUYER ACKNOWLEDGES THAT NONE OF THE
EMPLOYEE BENEFIT PLANS WILL BE TRANSFERRED BY SELLERS OR THEIR AFFILIATES OR
MADE AVAILABLE TO THE EMPLOYEES OF THE MDL GROUP COMPANIES BY SELLERS OR THEIR
AFFILIATES FROM AND AFTER THE CLOSING.
EXCEPT AS SET FORTH IN THIS SECTION 4.4,
SELLERS SHALL RETAIN ALL LIABILITIES WITH RESPECT TO THE EMPLOYEE BENEFIT PLANS
SET FORTH ON SCHEDULE 4.4(B) AFTER THE CLOSING DATE.
(C)
401(K) PLANS.
AS SOON AS PRACTICABLE AFTER
THE CLOSING DATE, BUYER SHALL ESTABLISH OR DESIGNATE A PLAN INTENDED TO QUALIFY
AS A "CASH OR DEFERRED ARRANGEMENT" WITHIN THE MEANING OF SECTION 401(K) OF THE
CODE (THE "BUYER 401(K) PLAN").
EACH TRANSFERRED EMPLOYEE (WHICH EMPLOYEE SHALL
BE A DOMESTIC EMPLOYEE) WHO IS ELIGIBLE TO PARTICIPATE IN THE REED ELSEVIER US
SALARY INVESTMENT PLAN (THE "REED ELSEVIER 401(K) PLAN") IMMEDIATELY PRIOR TO
THE CLOSING DATE WILL BECOME ELIGIBLE TO PARTICIPATE IN THE BUYER 401(K) PLAN AS
SOON AS PRACTICABLE AFTER THE CLOSING DATE.
AS SOON AS ADMINISTRATIVELY
PRACTICABLE AFTER THE CLOSING DATE, EACH TRANSFERRED EMPLOYEE WHO, AS OF THE
CLOSING DATE, IS A PARTICIPANT IN THE REED ELSEVIER 401(K) PLAN SHALL BE
31
entitled to a distribution of his or her account balance in accordance with the
terms of the Reed Elsevier 401(k) Plan as in effect from time to time and
applicable Law, and Buyer shall take any and all action necessary to ensure that
the Buyer 401(k)