CompUSA 2014 Annual Report Download - page 166

(e) Bonus Plans.
On or before March 15, 2015, the Buyer shall pay in cash all amounts accrued on the Final Closing
Date Balance Sheet related to the TAKKT Bonus
Programs to each Company participant in the TAKKT Bonus Programs in the amount accrued
with respect to such participant; provided, that in the event that any of the Companies terminate the employment of any participant for “
Cause
” (
as defined in the employment agreements), on or before March 15, 2015, the Buyer shall not be required to pay the amount accrued in respect
of such participant unless the terms of the employee ’ s employment agreement or applicable Law require the payment of such bonus.
(i)
Buyer will be solely responsible for the costs of any welfare benefits, including but not limited to vision,
dental and health benefits, for the employees of each of the U.S. Companies after the Closing.
(ii)
As a limited accommodation to Buyer, Seller agrees to cover the employees of each of the U.S. Companies
under the Seller ’
s health, dental and vision plans on the same terms as those employees were covered by those plans prior to the Closing. The
coverage provided to the employees of each of the U.S. Companies under each of such plans in this Section 5.11(e) shall commence on the
Closing and shall continue until the effective date of each respective Plan Split (the “Coverage Period”) .
(iii)
Buyer agrees to reimburse Seller for the cost of providing coverage to the employees of each of the U.S.
Companies (other than the Seller Employees) during the Coverage Period pursuant to Section 5.11(e)(ii). For this purpose, the cost of providing
coverage to the employees of each of the U.S. Companies shall mean: (a) the cost of payments made by the Seller ’
s plans for claims incurred
by the employees of each of the U.S. Companies during the Coverage Period which are not reimbursed by insurance, (b) the cost of any stop loss
or other similar insurance for the employees of each of the U.S. Companies, (c) the reasonable cost of a third party administering the Seller ’
s
plans with respect to the employees of each of the U.S. Companies, and (d) the portion of, or increase in, any government-
imposed penalty or
fee, including but not limited to the Patient-
Centered Outcomes Research fee (under 26 U.S.C. § 4376) or the reinsurance contribution (under 45
C.F.R. § 153.400), attributable to the Seller ’
s provision of coverage for the employees of each of the U.S. Companies during the Coverage
Period. Buyer shall pay Seller the sums due hereunder in immediately available U.S. funds within five (5) business days after receipt of Seller ’
s
written demand therefor, which demand shall include, for payments described in (a) above, substantiation from the third party administrator of
Seller ’
s plans of the amounts claimed in the same form as is provided by such administrator to Seller and, for payments described in (b), (c),
and (d) above, reasonable substantiation of the amounts paid. If payment of any sum due hereunder is not received within fifteen (15) days
following receipt of Seller ’
s written demand therefor, the sum due shall bear interest until paid at the annual rate of nine percent (9%) or the
highest non-usurious rate chargeable under the laws of the State of Delaware, whichever is lower.
(iv) The coverage being made available to the employees of each of the U.S. Companies under the Seller ’
s plans
pursuant to this Section 5.11(e) shall terminate on the last day of the Coverage Period, and Seller shall have no obligation to provide any
coverage under Seller ’
s plans beyond such date or to provide any additional or other coverage. Buyer shall indemnify, defend and hold Seller
harmless from and against any and all claims, actions, proceedings, damages, losses, liabilities or expenses (including reasonable attorneys ’
fees) suffered or incurred by Seller as a result of Seller ’ s provision of coverage under Seller ’
s plans to any employee of the U.S. Companies or
the non-availability of coverage under Seller ’
s plans after the Coverage Period, unless any such claim, action, proceeding, damage, loss,
liability or expense results from Seller ’ s negligence, willful misconduct or intentional fraud. Buyer ’
s payment obligations under this Section
5.11(e) and indemnity obligations under this Section 5.11(e) shall survive the termination of the Agreement.
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