Common use of Continuation of Compensation and Benefits Clause in Contracts

Continuation of Compensation and Benefits. For a one (1) year period following the Closing, the Purchaser shall provide, or shall cause to be provided, to each Continuing Employee (i) an annual base salary that is no less than the annual base salary provided to such Continuing Employee immediately prior to the Closing Date and (ii) incentive compensation opportunities (including annual and long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, for the avoidance of doubt, the value of any pension benefits) provided to such Continuing Employee immediately prior to the Closing Date. In so far as the same is consistent with Sellers’ normal policies and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), as of the Closing Date, the liability of any Seller or any Seller’s Affiliates with respect to all accrued vacation (but not sick time) that is not utilized by such Continuing Employee as of the Closing Date, which such assumption and credit shall be reflected in Net Working Capital.

Continuation of Compensation and Benefits. For a one the twelve (1) year 12)-month period following the ClosingClosing Date (or for such longer period as required by applicable Law) (the “Continuation Period”), the Purchaser shall provideshall, or shall cause to be providedone of its Affiliates to, provide to each Continuing Transferred Employee (ia) an annual a base salary or base wage rate (as applicable) and annual target incentive or bonus opportunities that is are no less favorable than the annual base salary provided or base wage rate and annual target incentive or bonus opportunities in effect immediately prior to the Closing, and (b) other employee benefits (excluding equity-based compensation, defined benefit pension plans, retiree health and welfare plans and nonqualified deferred compensation plans) that are substantially comparable in the aggregate to those in effect for such Continuing Transferred Employee immediately prior to the Closing; provided, however, that the Parties agree that no breach of Purchaser’s obligations under Section 10.02(b) with respect to 401(k) plan participation (or employer matching contributions thereunder) would be deemed to occur during any post-Closing Date delay in implementing the replacement 401(k) Plan as described in Section 10.09. Notwithstanding the foregoing or anything to the contrary in this Article X, the compensation, benefits and (ii) incentive compensation opportunities (including annual other terms and long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all conditions of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, employment for the avoidance of doubtTransferred Employees who are covered by a Union Contract (such Transferred Employees, the value “Union Employees”) shall be governed by the terms of any pension benefits) provided to such Continuing Employee immediately prior to the Closing Dateapplicable Union Contract. In so far as the same is consistent with Sellers’ normal policies and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), Effective as of the Closing DateDate or, with respect to Transferred Employees who continue to participate under Seller Benefit Plans under the Transition Services Agreement, the liability of applicable HR TSA End Date (or, if later, the applicable Transfer Date), each Transferred Employee (and their eligible spouses and dependents) shall cease to participate in each Seller Benefit Plan (other than each Assumed Benefit Plan) and the Company Group shall terminate its participation in each Seller Benefit Plan (other than each Assumed Benefit Plan). If any LTD Employee presents himself or herself for active employment with Purchaser, Seller or any Seller’s of their respective Affiliates within the six (6)-month period following the Closing Date (or such longer period required by applicable Law or any Union Contract, as applicable), then Purchaser or one of its Affiliates shall deliver a written offer of employment consistent with respect to all accrued vacation (but not sick time) that is not utilized by the applicable requirements of this Article X as soon as reasonably practicable following such Continuing date and such LTD Employee shall be a “Transferred Employee” as of the Closing applicable Transfer Date, which such assumption and credit shall be reflected in Net Working Capital. The Company Group will retain sponsorship of each Company Benefit Plan.

Continuation of Compensation and Benefits. For Notwithstanding the ----------------------------------------- more specific provisions set forth in this Section 5.5, Purchaser shall provide or shall cause a Subsidiary to provide compensation and written benefit plans and arrangements which in the aggregate are comparable (but in no event taking into account any equity-based compensation (including options) and opportunity to invest in securities of CBS under the CBS Stock Plan or the Westinghouse Savings Program, provided that with respect to Business Employees, the match formula under the Westinghouse Savings Program shall be considered when determining comparability) to the compensation and written Benefit Plans (See Schedule 4.1(m)(i)) in effect for Business Employees on the date of this Agreement ("Comparable ---------- Benefits") for a period of not less than one (1) year period following the ClosingClosing -------- Date (or, in the case of Business Employees who are subject to a collective bargaining agreement, the period required therein) (the "Benefits -------- Maintenance Period"). Comparability for the purpose of determining ------------------ Comparable Benefits shall be assessed in terms of total dollar value (or such other measurement utilized by the consultant) to Business Employees in the aggregate. Notwithstanding the above, with respect to Business Employees who are executives, the Purchaser shall provide, or shall cause provide long-term incentives which provide benefits generally comparable in value to be provided, to each Continuing Employee (i) an annual base salary that is no less long- term incentive plans of Sellers. No later than the annual base salary provided to such Continuing Employee immediately 15 days prior to the Closing Date Purchaser shall either (1) commit to CBS in writing to provide for Business Employees for the Benefit Maintenance Period substantially identical compensation and benefits to that provided by CBS and Affiliates to Business Employees (ii) incentive without regard to the equity-based compensation opportunities (including annual and the form of long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, for the avoidance of doubt, the value of any pension benefits) provided with CBS to such Continuing Employee immediately prior consent to the Closing Date. In so far as determination of substantially identical benefits, which consent shall not be unreasonably withheld or (2) deliver to CBS a letter from an independent consulting firm reasonably acceptable to CBS stating that the same is consistent with Sellers’ normal policies compensation, benefits and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior benefit arrangements offered by Purchaser to the Closing and, Business Employees pursuant to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), as of the Closing Date, the liability of any Seller or any Seller’s Affiliates with respect to all accrued vacation (but not sick time) that is not utilized by such Continuing Employee as of the Closing Date, which such assumption and credit shall be reflected in Net Working Capitalare Comparable Benefits.

Continuation of Compensation and Benefits. For a one period of eighteen (118) year months immediately after the Closing Date (or for such longer period following as required by applicable Law or pursuant to the Closingterms of any applicable Union Contract), the Purchaser shall provideBuyer shall, or shall cause to be providedthe Buyer Corporations to, provide to each Continuing Transferred Employee (i) an annual a base salary that is or base wages no less favorable than those provided by Seller, the annual base salary provided applicable Asset Selling Corporation or the applicable Transferred Entity to such Continuing Transferred Employee as in effect immediately prior to the Closing Date and (ii) incentive compensation opportunities other employee benefits (including annual variable pay and longcash-term incentive opportunities, but excluding any based or equity-based compensation) incentive or bonus opportunities but excluding, to the extent permitted by applicable Law or the terms of any applicable Union Contract, retention awards, defined benefit retirement benefits and employee retiree life and retiree medical benefits (but excluding any such retention awards, defined benefit pension or retirement benefits and retiree life and retiree medical benefits, the “Excluded Benefits”)) under plans, all of which programs and arrangements that are no less favorable substantially comparable in the aggregate to those provided by the applicable Transferring Corporation to such Continuing Transferred Employee than as in effect immediately prior to the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, for Closing Date. For the avoidance of doubt, to the value extent permitted by applicable Law and the terms of any pension benefitsapplicable Union Contract, Buyer or the applicable Buyer Corporation shall be permitted to provide employee benefits to a Transferred Employee (i) that are not individually comparable to those provided by the applicable Transferring Corporation to such Continuing Transferred Employee as in effect immediately prior to the Closing Date or (ii) that are in a form that is different than the form of the employee benefits provided by the applicable Transferring Corporation prior to the Closing Date, so long as the employee benefits so provided are substantially comparable in the aggregate to those provided by the applicable Transferring Corporation to such Transferred Employee as in effect immediately prior to the Closing Date. In so far addition, and notwithstanding that defined benefit retirement benefits are Excluded Benefits, Seller hereby acknowledges that Buyer intends, at a future date selected by Buyer, to provide defined contribution retirement benefits to the Transferred Employees in lieu of, and with a value that Buyer has determined is comparable to, the defined benefit retirement benefits that the Transferred Employees were entitled to receive as of immediately prior to the same is consistent with Sellers’ normal policies and payroll practicesEffective Time. Notwithstanding the foregoing, Sellers shall, nothing contemplated by this Agreement shall be construed as requiring either Buyer or any Buyer Corporation to be obligated to continue the employment of any Transferred Employee for any period after the Closing Date; provided that Buyer shall or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing the Buyer Corporations to provide such Transferred Employee with pay and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, benefits to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment required pursuant to Section 6.07(a) hereof to assume and credit8.6(d), as of the Closing Date, the liability of any Seller or any Seller’s Affiliates with respect to all accrued vacation (but not sick time) that is not utilized by such Continuing Employee as of the Closing Date, which such assumption and credit shall be reflected in Net Working Capital.

Continuation of Compensation and Benefits. For Notwithstanding the ----------------------------------------- more specific provisions set forth in this Section 5.5, Purchaser shall provide or shall cause a Subsidiary to provide, compensation and written benefit plans and arrangements which in the aggregate are comparable (but in no event taking into account any equity-based compensation (including options) and opportunity to invest in securities of CBS under the CBS Stock Plan or the Westinghouse Savings Program, provided that with respect to Business Employees, the match formula under the Westinghouse Savings Program shall be considered when determining comparability) to the compensation and written Benefit Plans (See Schedule 4.1(m)(i)) in effect for Business Employees on the date of this Agreement ("Comparable ---------- Benefits") for a period of not less than one (1) year period following the ClosingClosing -------- Date (or, in the case of Business Employees who are subject to a collective bargaining agreement, the period required therein) (the "Benefits -------- Maintenance Period"). Comparability for the purpose of determining ------------------ Comparable Benefits shall be assessed in terms of total dollar value (or such other measurement utilized by the consultant) to Business Employees in the aggregate. Notwithstanding the above, with respect to Business Employees who are executives, the Purchaser shall provide, or shall cause provide long-term incentives which provide benefits generally comparable in value to be provided, to each Continuing Employee (i) an annual base salary that is no less long- term incentive plans of Sellers. No later than the annual base salary provided to such Continuing Employee immediately 15 days prior to the Closing Date Purchaser shall either (1) commit to CBS in writing to provide for Business Employees for the Benefit Maintenance Period substantially identical compensation and benefits to that provided by CBS and Affiliates to Business Employees (ii) incentive without regard to the equity-based compensation opportunities (including annual and the form of long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, for the avoidance of doubt, the value of any pension benefits) provided with CBS to such Continuing Employee immediately prior consent to the Closing Date. In so far as determination of substantially identical benefits, which consent shall not be unreasonably withheld or (2) deliver to CBS a letter from an independent consulting firm reasonably acceptable to CBS stating that the same is consistent with Sellers’ normal policies compensation, benefits and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior benefit arrangements offered by Purchaser to the Closing and, Business Employees pursuant to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), as of the Closing Date, the liability of any Seller or any Seller’s Affiliates with respect to all accrued vacation (but not sick time) that is not utilized by such Continuing Employee as of the Closing Date, which such assumption and credit shall be reflected in Net Working Capitalare Comparable Benefits.

Continuation of Compensation and Benefits. For a one the twelve (1) year 12)- month period following the ClosingClosing Date (or for such longer period as required by applicable Law) (the “Continuation Period”), the Purchaser shall provideshall, or shall cause to be providedone of its Affiliates to, provide to each Continuing Transferred Employee (ia) an annual a base salary or base wage rate (as applicable) and annual target incentive or bonus opportunities that is are no less favorable than the annual base salary provided or base wage rate and annual target incentive or bonus opportunities in effect immediately prior to the Closing, and (b) other employee benefits (excluding equity-based compensation, defined benefit pension plans, retiree health and welfare plans and nonqualified deferred compensation plans) that are substantially comparable in the aggregate to those in effect for such Continuing Transferred Employee immediately prior to the Closing; provided, however, that the Parties agree that no breach of Purchaser’s obligations under Section 10.02(b) with respect to 401(k) plan participation (or employer matching contributions thereunder) would be deemed to occur during any post-Closing Date delay in implementing the replacement 401(k) Plan as described in Section 10.09. Notwithstanding the foregoing or anything to the contrary in this Article X, the compensation, benefits and (ii) incentive compensation opportunities (including annual other terms and long-term incentive opportunities, but excluding any equity-based compensation) and employee benefits (but excluding any defined benefit pension or retiree medical benefits), all conditions of which that are no less favorable in the aggregate to such Continuing Employee than the incentive compensation opportunities (including the value of equity-based incentive opportunities) and benefits (including, employment for the avoidance of doubtTransferred Employees who are 62 covered by a Union Contract (such Transferred Employees, the value “Union Employees”) shall be governed by the terms of any pension benefits) provided to such Continuing Employee immediately prior to the Closing Dateapplicable Union Contract. In so far as the same is consistent with Sellers’ normal policies and payroll practices, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), Effective as of the Closing DateDate or, with respect to Transferred Employees who continue to participate under Seller Benefit Plans under the Transition Services Agreement, the liability of applicable HR TSA End Date (or, if later, the applicable Transfer Date), each Transferred Employee (and their eligible spouses and dependents) shall cease to participate in each Seller Benefit Plan (other than each Assumed Benefit Plan) and the Company Group shall terminate its participation in each Seller Benefit Plan (other than each Assumed Benefit Plan). If any LTD Employee presents himself or herself for active employment with Purchaser, Seller or any Seller’s of their respective Affiliates within the six (6)-month period following the Closing Date (or such longer period required by applicable Law or any Union Contract, as applicable), then Purchaser or one of its Affiliates shall deliver a written offer of employment consistent with respect to all accrued vacation (but not sick time) that is not utilized by the applicable requirements of this Article X as soon as reasonably practicable following such Continuing date and such LTD Employee shall be a “Transferred Employee” as of the Closing applicable Transfer Date, which such assumption and credit shall be reflected in Net Working Capital.. The Company Group will retain sponsorship of each Company Benefit Plan. SECTION 10.03

Continuation of Compensation and Benefits. For a one (1) year period following From and after the Closing, the Purchaser shall provideshall, or shall cause each Company to, continue to employ in accordance with the provisions of this Article each Post Business Employee actively employed by any Company immediately prior to the Closing and all such Post Business Employees employed by any Company who are not actively at work immediately prior to the Closing due to a short-term leave of absence (including due to vacation, holiday, sick leave, maternity or paternity leave, military leave, jury duty, bereavement leave, book leave, other approved leave of absence, injury or short-term disability) (collectively, the “Active Employees”); provided, that, for the avoidance of doubt, nothing in this Agreement is intended to limit the right of Purchaser (after the Closing) to terminate the employment of any Active Employee at any time except as otherwise provided in any Collective Bargaining Agreement. For the period from Closing to the first anniversary of the Closing (such period, the “Continuation Period”), Purchaser shall maintain or cause to be provided, to maintained for the benefit of each Continuing Active Employee (iother than any such employee who is covered by a Collective Bargaining Agreement) an annual (a) a base salary that is no less favorable than the annual such Active Employee’s base salary provided in effect as of the Closing, (b) for 2014, an annual bonus opportunity that is comparable to such Continuing Employee immediately prior to Active Employee’s bonus opportunity in effect under the Closing Date and 2013 Bonus Arrangements (iias defined in Section 6.06(a)), (c) incentive compensation opportunities (including annual and long-term incentive opportunities, but excluding any equity-based compensation) and employee welfare benefits (but excluding any defined benefit pension or retiree medical benefits), all of which severance) that are no less favorable in the aggregate to such Continuing Employee than those in effect as of the incentive compensation opportunities Closing for Active Employees considered as a group and (including d) the value of equity-based incentive opportunitiesPurchaser Pension Plan (as defined in Section 6.03) and the Purchaser SERP (as defined in Section 6.05) at the level in effect under the Seller Pension Plan and the Seller DB SERP as of the Closing. Notwithstanding anything to the contrary in this Agreement, Purchaser shall provide each Active Employee (other than any such employee who is covered by a Collective Bargaining Agreement) whose employment is terminated by Purchaser or the Companies during the Continuation Period for reasons other than for cause with severance benefits (includingthat are no less favorable than those in effect as of the Closing under Seller’s severance policy set forth on Schedule 6.01. From and after the Closing, Purchaser shall, and shall cause each Company to, recognize and credit service accrued by Active Employees with, or otherwise recognized for benefit plan purposes by, the Companies, Seller and the other members of the Seller Group as of the Closing for purposes of eligibility to participate, vesting, and in connection with severance benefits, paid time off benefits, the Purchaser Pension Plan and the Purchaser SERP, for purposes of benefit accrual, under any employee benefit plans and arrangements and employment related entitlements provided, maintained or contributed for such Active Employee, to the avoidance same extent recognized by the Companies, Seller and the other members of doubt, the value of any pension benefits) provided to such Continuing Employee Seller Group immediately prior to the Closing Date. In so far as the same is consistent with Sellers’ normal policies and payroll practicesClosing, Sellers shall, or shall cause their applicable Affiliates to, fully vest all unvested compensation upon Closing and shall pay immediately after Closing all bonuses, commissions, and incentives that Continuing Employees have accrued upon or prior to the Closing and, in each case except to the extent not so accrued, are allocable on a pro-rata basis to the period through the Closing such credit would result in duplication of benefits for the calendar year in which the Closing occurs. Consistent with the immediately preceding sentence, within thirty (30) days same period of any Acquired Company Related Employee’s reinstatement from leave of absence and change in status to a Continuing Employee, Sellers shall, or shall cause their applicable Affiliates to fully vest all unvested compensation and pay out all bonuses, commissions, and incentives that have accrued upon or prior to the Acquired Company Related Employee’s reinstatement and, to the extent not so accrued, are allocable on a pro-rata basis (i) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year of this Agreement, if the reinstatement occurs in the same calendar year as this Agreement, or (ii) to the period through the Acquired Company Related Employee’s reinstatement for the calendar year Acquired Company Related Employee’s reinstatement occurs, if the reinstatement is within the following calendar year of this Agreement, and full and complete vesting for the entire calendar year of this Agreement. Sellers have made available to Purchaser or its designee all information and documentation necessary to comply with the covenants contained in this Section 6.07. With respect to each Continuing Employee, the Purchaser will assume and credit (or cause its designee that offers employment pursuant to Section 6.07(a) hereof to assume and credit), as of the Closing Date, the liability of any Seller or any Seller’s Affiliates with respect to all accrued vacation (but not sick time) that is not utilized by such Continuing Employee as of the Closing Date, which such assumption and credit shall be reflected in Net Working Capitalservice.