Common use of Cafeteria Plan Clause in Contracts

Cafeteria Plan. As of the Benefit Commencement Date, New Parkway or any of its Subsidiaries shall establish a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Benefit Commencement Date, the Cousins Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Cafeteria Plans”) made during the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Date, New Parkway shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution Date, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the New Parkway Cafeteria Plan. New Parkway agrees to cause the New Parkway Cafeteria Plan to honor, through the end of the calendar year in which the Distribution Date occurs, the elections made by each Transferring Employee under the Cousins Cafeteria Plans in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring that provides benefits to Transferred Employees who meet not substantially less favorable than those provided by the eligibility criteria thereof may be immediately eligible to participatePredecessor Cafeteria Plan. As soon as practicable following the Benefit Commencement Closing Date, Sellers shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Predecessor Cafeteria Plans”) Plan made during the year in which the Distribution Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Transferred Employees; provided, however, that, if the aggregate payouts from the flexible spending reimbursement accounts made during the year in which the Closing Date occurs to such Transferred Employees (exceed the “Net FSA Balance”). If the Net FSA Balance is (a) positiveaggregate accumulated contributions to such accounts for such year by such employees, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary Purchaser shall cause such excess to be transferred to Sellers as soon as practicable following the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date Closing Date. Purchaser shall cause such amounts to be credited to the Transferring Employee’s each such Transferred Employees’ corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Sellers and their Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Predecessor Cafeteria Plan that have not been paid in full as of the Closing Date, subject to Sellers satisfying their obligations under this Section 5.5(f). New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Employee Transferred Employees under the Cousins Predecessor Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries WT shall establish maintain a cafeteria plan qualifying under pursuant to Section 125 of the Code that offers health and dependent care flexible spending accounts through pre-tax salary reductions (the “New Parkway Cafeteria WT Flex Plan”) and health ). As of the Closing Date, WT shall assume from Bxxxxxx all of Bxxxxxx’x obligations with respect to the medical care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Benefit Commencement Date, the Cousins Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Cafeteria PlansTransferred Flexible Spending Accounts”) made during of employees of BLA on the year Closing Date who continue as employees of BLA immediately following the Closing Date (“BLA Employees”) under the Bxxxxxx MxXxxxxxx LLP Flexible * Confidential Treatment Requested by Wilmington Trust Corporation Spending Account Plan (the “Bxxxxxx Flex Plan”), including Bxxxxxx’x obligation to reimburse eligible expenses incurred by participants in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately Bxxxxxx Flex Plan but not paid prior to the Benefit Commencement Date from Closing Date, whether or not claims for reimbursement of such accounts expenses have been submitted to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay Bxxxxxx prior to the New Parkway Group an amount Closing Date. WT shall cover all BLA Employees who have elected to participate in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value medical care and/or dependent care flexible spending account features of the Net FSA Balance attributable to Transferring Parkway EmployeesBxxxxxx Flex Plan under the WT Flex Plan immediately after the Closing Date. New Parkway or its applicable Subsidiary WT shall cause the balance (whether positive or negative) WT Flex Plan to provide that all coverage elections of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Date, New Parkway shall assume and be solely responsible for all claims for reimbursement by the Transferring BLA Employees with respect to the plan year that includes Transferred Flexible Spending Accounts shall be carried over to the Distribution WT Flex Plan and shall remain in effect immediately after the Closing Date, whether and that the WT Flex Plan will reimburse such BLA Employees for eligible medical and dependent care expenses incurred prior toby such BLA Employees at any time during the Bxxxxxx Flex Plan year (including claims incurred before the Closing Date) up to the amount of such BLA Employee’s elections and reduced by amounts previously reimbursed by Bxxxxxx, on or except to the extent otherwise permitted by applicable law. As soon as reasonably practicable after the Distribution Closing Date, that have not been paid Bxxxxxx shall determine the Aggregate Balance (as defined below) of the Transferred Flexible Spending Accounts and notify WT of the amount of the Aggregate Balance in full writing. For purposes of this Section 8.4, the term “Aggregate Balance” means, as of the Benefit Commencement Closing Date, which claims shall be paid pursuant the aggregate amount of contributions that have been made to and under the terms of Transferred Flexible Spending Accounts by BLA Employees for the New Parkway Cafeteria Plan. New Parkway agrees to cause the New Parkway Cafeteria Plan to honor, through the end of the calendar plan year in which the Distribution Closing Date occurs minus the aggregate amount of reimbursements that have been made from the Transferred Flexible Spending Accounts to BLA Employees for the plan year in which the Closing Date occurs. If the Aggregate Balance is a negative amount, the elections made by each Transferring Employee under the Cousins Cafeteria Plans in respect WT shall pay that negative amount to Bxxxxxx as soon as practicable following WT’s receipt of the flexible spending reimbursement accounts that are in effect immediately prior written notice thereof. If the Aggregate Balance is a positive amount, Bxxxxxx shall pay such positive amount to WT as soon as practicable following Bxxxxxx’x delivery to WT of the Benefit Commencement Datewritten notice thereof.

Cafeteria Plan. As of Purchaser shall have in effect as soon as administratively practicable following the Benefit Commencement Date, New Parkway or any of its Subsidiaries shall establish Closing Date flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway a "Purchaser Cafeteria Plan”") and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring that provide benefits to Affected Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Benefit Commencement Date, the Cousins Group shall determine the aggregate accumulated contributions to participated in the flexible spending reimbursement accounts under Cousin’s the cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Affected Employees participated (the “Cousins Cafeteria Plans”) made during the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately participate prior to the Benefit Commencement Date from such accounts to such Transferring Employees Closing (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Date, New Parkway shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution Date, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the New Parkway "Seller Cafeteria Plan. New Parkway ") and Purchaser agrees to cause the New Parkway a Purchaser Cafeteria Plan to honor, accept a transfer of the flexible spending reimbursement accounts of the Affected Employees from the Seller Cafeteria Plan and to honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Affected Employee under the Cousins Seller Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date; provided that confirmation of such elections has been provided by Seller to Purchaser. As soon as practicable following the Closing Date, Seller shall cause to be transferred from the Seller Cafeteria Plan to a Purchaser Cafeteria Plan the excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts made during the year in which the Closing Date occurs by Affected Employees over the aggregate claims submitted prior to the Closing Date for such year with respect to such accounts by the Affected Employees. On and after the Closing Date, Purchaser shall assume and be solely responsible for all claims against the flexible spending reimbursement accounts made by Affected Employees under the Seller Cafeteria Plan, whether incurred prior to, on or after the Closing Date, that have not been submitted to Seller for payment prior to the Closing Date, and following the Closing Date Purchaser shall hold Seller and its subsidiaries harmless from any and all claims for reimbursement under the Seller Cafeteria Plan that are not submitted to Seller for payment prior to the Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Continuing U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate, as limited by any applicable Labor Contract. As soon as practicable following the Benefit Commencement Closing Date, Seller Parent shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under CousinSeller Parent’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Continuing U.S. Employees participated participate (the “Cousins Seller Cafeteria PlansPlan”) made during the year in which the Distribution Closing Date occurs by the Transferring Continuing U.S. Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Continuing U.S. Employees. New Parkway Purchaser or any of its applicable Subsidiary Affiliates shall cause the balance (whether positive or negative) of each Transferring Continuing U.S. Employee’s accounts under the Cousins Seller Cafeteria Plans Plan as of the Benefit Commencement Closing Date to be credited to the Transferring Continuing U.S. Employee’s corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee employee participates following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway the Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateContinuing U.S. Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan. New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Continuing U.S. Employee under the Cousins Seller Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date, provided, that Seller Parent provides all information required in order to properly administer this Section 6.10 at least 15 days prior to the Closing Date and continues to provide all additional information requested by Purchaser in order to effectuate this Section 6.10.

Cafeteria Plan. As Buyer shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Buyer Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Transferred U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Benefit Commencement Closing Date, Seller shall cause to be transferred to Buyer an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s the cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, plans in which such Transferring Transferred U.S. Employees participated participate (the “Cousins Tyco Electronics Cafeteria PlansPlan”) made during the year in which the Distribution Closing Date occurs by the Transferring Transferred U.S. Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Transferred U.S. Employees. New Parkway Buyer or its applicable Subsidiary an Affiliate of Buyer shall cause the balance (whether positive or negative) of each Transferring Transferred U.S. Employee’s accounts under the Cousins Tyco Electronics Cafeteria Plans Plan as of the Benefit Commencement Closing Date to be credited to the Transferring Transferred U.S. Employee’s corresponding accounts under the New Parkway Buyer Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Buyer shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred U.S. Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Buyer Cafeteria Plan, and Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred U.S. Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. New Parkway Buyer agrees to cause the New Parkway Buyer Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Transferred U.S. Employee under the Cousins Tyco Electronics Cafeteria Plans Plan in 86 respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care that provides benefits to Transferred Employees not substantially less favorable than those provided by the flexible spending reimbursement accounts thereunder under the cafeteria plans in which Transferring such Transferred Employees who meet the eligibility criteria thereof may be immediately are eligible to participateparticipate as of the date hereof (the “Tyco Electronics Cafeteria Plan”). As soon as practicable following the Benefit Commencement Closing Date, Seller shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Tyco Electronics Cafeteria Plans”) Plan made during the year in which the Distribution Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Transferred Employees; provided, however, that, if the aggregate payouts from the flexible spending reimbursement accounts made during the year in which the Closing Date occurs to such Transferred Employees (exceed the “Net FSA Balance”). If the Net FSA Balance is (a) positiveaggregate accumulated contributions to such accounts for such year by such employees, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date Closing Date. Purchaser shall cause such amounts to be credited to the Transferring Employee’s each such Transferred Employees’ corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Employee Transferred Employees under the Cousins Tyco Electronics Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As Purchaser or its Affiliates shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care that provides benefits to Transferred Employees substantially identical in all material respects to those provided by the flexible spending reimbursement accounts thereunder under the cafeteria plans in which Transferring such Transferred Employees who meet the eligibility criteria thereof may be immediately are eligible to participateparticipate as of the Closing Date (the “Tyco Cafeteria Plan”). As soon as practicable following the Benefit Commencement Closing Date, Sellers or their Affiliate shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Tyco Cafeteria Plans”) Plan made during the year in which the Distribution Closing Date occurs by the Transferring such Transferred Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Transferred Employees; provided, however, that, if the aggregate payouts from the flexible spending reimbursement accounts made during the year in which the Closing Date occurs to such Transferred Employees (exceed the “Net FSA Balance”)aggregate accumulated contributions to such accounts for such year by such employees, Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the Closing Date. If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway Purchaser or its applicable Subsidiary Affiliates shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date such amounts to be credited to the Transferring Employee’s each such Transferred Employees’ corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Sellers and their Affiliates from any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Cafeteria Plan that have not been paid in full as of the Closing Date. New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, the elections made by each Transferring Transferred Employee under the Cousins Tyco Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care that provides benefits to Transferred US Employees not less favorable than those provided by the flexible spending reimbursement accounts thereunder under the cafeteria plans in which Transferring such Transferred US Employees who meet the eligibility criteria thereof may be immediately are eligible to participateparticipate as of the date hereof (the “Covidien Cafeteria Plan”). As soon as practicable following the Benefit Commencement DateTransfer Time, Seller shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Covidien Cafeteria Plans”) Plan made during the year in which the Distribution Date Transfer Time occurs by the Transferring Transferred US Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Transferred US Employees; provided, however, that, if the aggregate payouts from the flexible spending accounts made during the year in which the Transfer Time occurs to such Transferred US Employees (exceed the “Net FSA Balance”). If the Net FSA Balance is (a) positiveaggregate accumulated contributions to such accounts for such year by such employees, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date Transfer Time. Purchaser shall cause such amounts to be credited to the Transferring each such Transferred US Employee’s corresponding accounts account under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee employee participates following the Benefit Commencement DateTransfer Time. On and after the Benefit Commencement DateTransfer Time, New Parkway Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred US Employees, whether incurred prior to, on or after the Distribution DateTransfer Time, that have not been paid in full as of the Benefit Commencement DateTransfer Time, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan, and Purchaser shall indemnify and hold harmless Seller and their Affiliates from any and all claims by or with respect to Transferred US Employees for reimbursement under the Covidien Cafeteria Plan that have not been paid in full as of the Transfer Time. New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Date occurs, Transfer Time occurs the elections made by each Transferring Transferred US Employee under the Cousins Covidien Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement DateTransfer Time.

Cafeteria Plan. As Effective as of the Benefit Commencement Closing Date, New Parkway or any of the Purchaser shall, and shall cause its Subsidiaries shall establish to, have in effect flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (“Purchaser’s Cafeteria Plan”). The Purchaser shall cause Purchaser’s Cafeteria Plan to accept a spin-off of the flexible spending reimbursement accounts from Seller’s Health Care Spending Account Plan (“New Parkway Seller’s Cafeteria Plan”) and health care shall honor and dependent care continue through the end of the calendar year in which the Closing Date occurs the elections made by each U.S. Transferred Employee under the Seller’s Cafeteria Plan in respect of the flexible spending reimbursement accounts thereunder that are in which Transferring Employees who meet effect as of the eligibility criteria thereof may be immediately eligible to participateClosing Date. As soon as practicable following the Benefit Commencement Closing Date, the Cousins Group Seller shall determine cause to be transferred from Seller’s Cafeteria Plan to Purchaser’s Cafeteria Plan the excess, if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Cafeteria Plans”) made during the year in which the Distribution Closing Date occurs (and the prior year to the extent such contributions remain available for reimbursement of expenses under the flexible spending reimbursement accounts during the year in which the Closing Date occurs) by the Transferring U.S. Transferred Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date years from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positiveU.S. Transferred Employees, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negativeeach case, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to date of such transfer. Effective as of the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Closing Date, New Parkway the Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring U.S. Transferred Employees with respect to the plan year that includes the Distribution Dateunder Seller’s Cafeteria Plan, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which and, following the Closing Date, the Purchaser shall indemnify the Seller and its Subsidiaries from and against any Losses incurred with respect to any and all claims shall be for reimbursement under Sxxxxx’s Cafeteria Plan with respect to U.S. Transferred Employees that are not paid pursuant to and under the terms in full as of the New Parkway Cafeteria Plan. New Parkway agrees to cause the New Parkway Cafeteria Plan to honor, through the end of the calendar year in which the Distribution Date occurs, the elections made by each Transferring Employee under the Cousins Cafeteria Plans in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As Purchaser shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care that provides benefits to Transferred Employees not less favorable than those provided by the flexible spending reimbursement accounts thereunder under the cafeteria plans in which Transferring such Transferred Employees who meet the eligibility criteria thereof may be immediately are eligible to participateparticipate as of the date hereof (the “Tyco Cafeteria Plan”). As soon as practicable following the Benefit Commencement Closing Date, Seller shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Tyco Cafeteria Plans”) Plan made during the year in which the Distribution Closing Date occurs by the Transferring Transferred Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Transferred Employees; provided, however, that, if the aggregate payouts from the flexible spending reimbursement accounts made during the year in which the Closing Date occurs to such Transferred Employees (exceed the “Net FSA Balance”). If the Net FSA Balance is (a) positiveaggregate accumulated contributions to such accounts for such year by such employees, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary Purchaser shall cause such excess to be transferred to Seller as soon as practicable following the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date Closing Date. Purchaser shall cause such amounts to be credited to the Transferring Employee’s each such Transferred Employees’ corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Purchaser shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan, and Purchaser shall be responsible for any and all claims by or with respect to Transferred Employees for reimbursement under the Tyco Cafeteria Plan that have not been paid in full as of the Closing Date. New Parkway Purchaser agrees to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Employee Transferred Employees under the Cousins Tyco Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As of the Benefit Commencement Date, New Parkway Orion or any of its Subsidiaries shall establish or provide a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Orion Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate. The Orion Cafeteria Plan may, in the discretion of Orion, be a PEO Plan. As soon as practicable following the Benefit Commencement Date, the Cousins Realty Income Group shall determine the aggregate accumulated contributions to the flexible spending reimbursement accounts under CousinRealty Income’s cafeteria plan or Legacy ParkwayVEREIT’s cafeteria plan, as applicable, in which such Transferring Employees participated (the “Cousins Realty Income Cafeteria Plans”) made during the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Realty Income Group shall pay to the New Parkway Orion Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Orion Group shall pay to the Cousins Realty Income Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway Orion or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Realty Income Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Orion Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Date, New Parkway Orion shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution Date, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the New Parkway Orion Cafeteria Plan. New Parkway Orion agrees to cause the New Parkway Orion Cafeteria Plan to honor, through the end of the calendar year in which the Distribution Date occurs, the elections made by each Transferring Employee under the Cousins Realty Income Cafeteria Plans in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Date.

Cafeteria Plan. As Purchaser shall, or shall cause the Conveyed Companies to, use best efforts to have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Purchaser Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Employees who meet the eligibility criteria thereof may be immediately eligible to participate“). As soon as practicable following the Benefit Commencement Closing Date, Sellers shall cause to be transferred to Purchaser an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s the cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, plans in which such Transferring Employees participated employees are eligible to participate as of the date hereof (the “Cousins Covidien Cafeteria Plans”Plan“) made during the calendar year in which the Distribution Closing Date occurs by the Transferring Business Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (employees. Purchaser or the “Net FSA Balance”). If the Net FSA Balance is (a) positiveConveyed Companies, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negativeas applicable, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date such amounts to be credited to the Transferring Employeeeach such employee’s corresponding accounts under the New Parkway Purchaser Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Purchaser or the Conveyed Companies, as applicable, shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateBusiness Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Purchaser Cafeteria Plan. New Parkway agrees Purchaser or the Conveyed Companies, as applicable, agree to cause the New Parkway Purchaser Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Business Employee under the Cousins Covidien Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.

Cafeteria Plan. As The Buyer shall have in effect as of the Benefit Commencement Date, New Parkway or any of its Subsidiaries shall establish Closing Date flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway "Buyer's Cafeteria Plan”") and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring that provide benefits to Hired Employees who meet the eligibility criteria thereof may be immediately eligible that are comparable to participate. As soon as practicable following the Benefit Commencement Date, the Cousins Group shall determine the aggregate accumulated contributions to those provided by the flexible spending reimbursement accounts under Cousin’s cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, in which such Transferring Employees participated the Hearthside Food Solutions LLC Health Flexible Spending Plan and Hearthside Food Solutions LLC Dependent Care Flexible Spending Account Plan (the “Cousins Cafeteria Plans”) made during the year in which the Distribution Date occurs by the Transferring Employees less the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positivecollectively, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Employees. New Parkway or its applicable Subsidiary shall cause the balance (whether positive or negative) of each Transferring Employee’s accounts under the Cousins Cafeteria Plans as of the Benefit Commencement Date to be credited to the Transferring Employee’s corresponding accounts under the New Parkway Cafeteria Plan in which such Transferring Employee participates following the Benefit Commencement Date. On and after the Benefit Commencement Date, New Parkway shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution Date, whether incurred prior to, on or after the Distribution Date, that have not been paid in full as of the Benefit Commencement Date, which claims shall be paid pursuant to and under the terms of the New Parkway "Seller's Cafeteria Plan. New Parkway ") and Buyer agrees to cause the New Parkway Buyer's Cafeteria Plan to honor, accept a spin-off of the flexible spending reimbursement accounts from Seller's Cafeteria Plan and to honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Hired Employee under the Cousins Seller's Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date provided that the Seller provides all data reasonably requested by the Buyer to the Buyer within three (3) business days of the Closing. As soon as practicable following the Closing Date, the Seller shall cause to be transferred from the Seller's Cafeteria Plan to Buyer's Cafeteria Plan the excess, if any, of the aggregate accumulated contributions to the flexible spending reimbursement accounts made during the year in which the Closing Date occurs by Hired Employees over the aggregate reimbursement payouts made for such year from such accounts to the Hired Employees. If the aggregate reimbursement payouts from the flexible spending reimbursement accounts under the Seller's Cafeteria Plan made during the year in which the Closing Date occurs to Hired Employees exceed the aggregate accumulated contributions to such accounts for such year by the Hired Employees, the Buyer shall cause such excess to be transferred to the Seller as soon as practicable following the Closing Date. On and after the Closing Date, the Buyer shall assume and be solely responsible for all claims by Hired Employees under the Seller's Cafeteria Plan, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date.

Cafeteria Plan. As Buyer shall have in effect, or cause to be in effect, as of the Benefit Commencement Closing Date, New Parkway or any of its Subsidiaries shall establish flexible spending reimbursement accounts under a cafeteria plan qualifying under Section 125 of the Code (the “New Parkway Buyer Cafeteria Plan”) and health care and dependent care flexible spending reimbursement accounts thereunder in which Transferring Transferred U.S. Employees who meet the eligibility criteria thereof may be immediately eligible to participate. As soon as practicable following the Benefit Commencement Closing Date, Seller shall cause to be transferred to Buyer an amount in cash equal to the Cousins Group shall determine excess of the aggregate accumulated contributions to the flexible spending reimbursement accounts under Cousin’s the cafeteria plan or Legacy Parkway’s cafeteria plan, as applicable, plans in which such Transferring Transferred U.S. Employees participated participate (the “Cousins Tyco Electronics Cafeteria PlansPlan”) made during the year in which the Distribution Closing Date occurs by the Transferring Transferred U.S. Employees less over the aggregate reimbursement payouts made for such year up to the day immediately prior to the Benefit Commencement Date from such accounts to such Transferring Employees (the “Net FSA Balance”). If the Net FSA Balance is (a) positive, the Cousins Group shall pay to the New Parkway Group an amount in cash equal to the Net FSA Balance or (b) negative, the New Parkway Group shall pay to the Cousins Group, the absolute value of the Net FSA Balance attributable to Transferring Parkway Transferred U.S. Employees. New Parkway Buyer or its applicable Subsidiary an Affiliate of Buyer shall cause the balance (whether positive or negative) of each Transferring Transferred U.S. Employee’s accounts under the Cousins Tyco Electronics Cafeteria Plans Plan as of the Benefit Commencement Closing Date to be credited to the Transferring Transferred U.S. Employee’s corresponding accounts under the New Parkway Buyer Cafeteria Plan in which such Transferring Employee participates employees participate following the Benefit Commencement Closing Date. On and after the Benefit Commencement Closing Date, New Parkway Buyer shall assume and be solely responsible for all claims for reimbursement by the Transferring Employees with respect to the plan year that includes the Distribution DateTransferred U.S. Employees, whether incurred prior to, on or after the Distribution Closing Date, that have not been paid in full as of the Benefit Commencement Closing Date, which claims shall be paid pursuant to and under the terms of the New Parkway Buyer Cafeteria Plan, and Buyer shall indemnify and hold harmless Seller and its Affiliates from any and all claims by or with respect to Transferred U.S. Employees for reimbursement under the Tyco Electronics Cafeteria Plan that have not been paid in full as of the Closing Date. New Parkway Buyer agrees to cause the New Parkway Buyer Cafeteria Plan to honor, honor and continue through the end of the calendar year in which the Distribution Closing Date occurs, occurs the elections made by each Transferring Transferred U.S. Employee under the Cousins Tyco Electronics Cafeteria Plans Plan in respect of the flexible spending reimbursement accounts that are in effect immediately prior to the Benefit Commencement Closing Date.