OR ITS AFFILIATES PRIOR TO THE CLOSING DATE FOR
PURPOSES OF ELIGIBILITY AND VESTING (BUT NOT FOR THE ACCRUAL OF BENEFITS) WITH
RESPECT TO ANY EMPLOYEE PENSION BENEFIT PLAN, AS DEFINED IN SECTION 3(2) OF
ERISA, AND, FOR PURPOSES OF ELIGIBILITY AND DETERMINING THE AMOUNT OF ANY
BENEFIT WITH RESPECT TO ANY EMPLOYEE WELFARE BENEFIT PLAN AS DEFINED IN SECTION
3(1) OF ERISA ("PARENT'S WELFARE PLANS"), INCLUDING, WITHOUT LIMITATION, ANY
SEVERANCE PLAN OR SICK PAY PLAN, AND ANY VACATION PROGRAM.
FOLLOWING THE
CLOSING DATE, TO THE EXTENT THAT ANY RETAINED EMPLOYEES ARE COVERED BY PARENT'S
WELFARE PLANS, PARENT SHALL USE COMMERCIALLY REASONABLE EFFORTS DURING THE ONE
YEAR PERIOD FOLLOWING CLOSING TO CAUSE PARENT'S WELFARE PLANS TO WAIVE ANY
PRE-EXISTING CONDITION EXCLUSIONS, EVIDENCE OF INSURABILITY PROVISIONS OR
WAITING PERIODS (EXCEPT TO THE EXTENT THAT SUCH EXCLUSIONS WOULD HAVE THEN
APPLIED OR WAITING PERIODS WERE NOT SATISFIED UNDER THE STOCKHOLDER'S HEALTH
PLANS) OR ANY SIMILAR PROVISIONS WITH RESPECT TO RETAINED EMPLOYEES (AND THEIR
DEPENDENTS OR OTHER BENEFICIARIES) AFTER THE CLOSING DATE.
FOR PURPOSES OF
COMPUTING DEDUCTIBLE AMOUNTS, CO-PAYS OR OTHER MAXIMUMS UNDER PARENT'S WELFARE
PLANS, EXPENSES AND CLAIMS RECOGNIZED PRIOR TO THE CLOSING DATE FOR SIMILAR
PURPOSES UNDER THE APPLICABLE WELFARE PLAN OF THE COMPANY OR ANY AFFILIATE FOR
THE YEAR IN WHICH THE CLOSING OCCURS SHALL BE CREDITED OR RECOGNIZED UNDER
PARENT'S WELFARE PLANS.
STOCKHOLDER SHALL BE RESPONSIBLE FOR AND PAY ANY AND
ALL TRANSACTION RELATED BONUSES OR SINGLE TRIGGER SEVERANCE PAYMENTS OWING TO
ANY EMPLOYEES OF THE COMPANY.
(B)
(I)
AS OF THE CLOSING DATE, BUT SUBJECT TO THE
SUCCESSFUL COMPLETION OF THE ASSETS TRANSFERS DESCRIBED BELOW, PARENT SHALL
ASSUME (OR CAUSE THE SURVIVING
52
CORPORATION TO ASSUME) SPONSORSHIP OF, AND ALL OBLIGATIONS AND LIABILITIES WITH
RESPECT TO, THE PORTION OF THE UIC RETIREMENT PLAN ("UIC PLAN") THAT COVERS THE
NON-UNION EMPLOYEES WHO HAVE VESTED BENEFITS IN THE UIC PLAN IMMEDIATELY PRIOR
TO THE CLOSING DATE (THE "COVERED PARTICIPANTS").
PARENT SHALL (OR SHALL CAUSE
THE SURVIVING CORPORATION TO) CONTINUE THE PLAN THAT HAS BEEN SPUN OFF IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 8.6(B) (THE "PARENT PENSION
PLAN").
THE NAMES OF ALL OF THE COVERED PARTICIPANTS SHALL BE SET FORTH ON A
SCHEDULE TO BE FURNISHED BY THE STOCKHOLDER TO PARENT WITHIN THIRTY (30) DAYS
AFTER THE CLOSING DATE.
(II)
AS SOON AS PRACTICABLE AFTER THE CLOSING, BUT NO LATER THAN THE
LATER OF:
(I) ONE HUNDRED TWENTY (120) DAYS AFTER THE CLOSING DATE OR
(II) THIRTY (30) DAYS FOLLOWING THE DATE ANY DISAGREEMENT WITH RESPECT TO THE
PRESENT VALUE OF ACCRUED BENEFITS (AS DEFINED IN PARAGRAPH (III) OF THIS
SECTION 8.6(B)) OR THE TRANSFERRED ASSETS (AS DEFINED BELOW) IS FINALLY RESOLVED
PURSUANT TO PARAGRAPH (VI) OF THIS SECTION 8.6(B), THE STOCKHOLDER SHALL CAUSE
THE TRUSTEE OF THE UIC PLAN TO TRANSFER TO THE DESIGNATED FUNDING AGENT OR
TRUSTEE OF THE PARENT PENSION PLAN FOR THE BENEFIT OF THE COVERED PARTICIPANTS
CASH IN GOOD FUNDS (THE "TRANSFERRED ASSETS") IN AN AMOUNT EQUAL TO THE PRESENT
VALUE OF ACCRUED