{"id":43386,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-benefits-services-and-liabilities-agreement-u-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-benefits-services-and-liabilities-agreement-u-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/employee-benefits-services-and-liabilities-agreement-u-s.html","title":{"rendered":"Employee Benefits Services and Liabilities Agreement &#8211; U.S. Office Products Co., Workflow Management Inc., School Specialty, Aztec Technology Partners Inc., and Navigant International Inc."},"content":{"rendered":"<pre>              EMPLOYEE BENEFITS SERVICES AND LIABILITIES AGREEMENT\n\n\n         This EMPLOYEE BENEFITS SERVICES AND LIABILITIES AGREEMENT dated as \nof ___________, 1998 (the 'Benefits Agreement'), between U.S. OFFICE PRODUCTS \nCOMPANY, a Delaware corporation (the 'Company'), WORKFLOW MANAGEMENT, INC., a \nDelaware corporation and wholly owned subsidiary of the Company ('Printco'), \nSCHOOL SPECIALTY, INC., a Delaware corporation and wholly owned subsidiary of \nthe Company ('Schoolco'), AZTEC TECHNOLOGY PARTNERS, INC., a Delaware \ncorporation and wholly owned subsidiary of the Company ('Techco'), and \nNAVIGANT INTERNATIONAL, INC., a Delaware corporation and wholly owned \nsubsidiary of the Company ('Travelco') pursuant to the agreement and plan of \ndistribution dated as of ____________, 1998 (the 'Distribution Agreement') \namong Company, Printco, Schoolco, Techco, and Travelco.\n\n         WHEREAS, the Board of Directors of the Company has determined that it\nis appropriate and desirable to enter into the Benefits Agreement as an\nAncillary Agreement under the Distribution Agreement; and\n\n         WHEREAS, each of the Company, Printco, Schoolco, Techco, and Travelco\nhas determined that it is necessary and desirable to allocate and assign\nresponsibility for certain employee benefit liabilities in respect of the\nactivities of the businesses of such entities on and following the Distribution\nDate.\n\n         NOW, THEREFORE, in consideration of the mutual promises and covenants\ncontained herein, the Company, Printco, Schoolco, Techco, and Travelco agree as\nfollows:\n\n         1.       PURPOSE AND DEFINITIONS\n\n                  a. Purpose. The purpose of this Benefits Agreement is to set\nforth the agreement of the Company, Printco, Schoolco, Techco, and Travelco\nregarding the allocation and assignment of the respective rights and obligations\nof each before and after the Distributions with respect to their current and\nformer employees and with respect to benefits and compensation matters.\n\n                  b. Definitions. In addition to the terms defined elsewhere in\nthe text or in the Distribution Agreement, as used in this Benefits Agreement,\nthe following terms have the following meanings:\n\n                      'Distributed Company Employees' shall mean the Printco\nEmployees, Schoolco Employees, Techco Employees, and Travelco Employees,\ncollectively.\n\n\n\n\n\n\n                      'Employee' shall mean, as to the Company and each\nDistributed Company, an individual who is employed (including an individual who\nis not actively employed because of an approved disability, lay-off with right\nof recall or an authorized leave of absence (or who is receiving salary\ncontinuation severance payments)) by the Company or the specified Distributed\nCompany or any of their respective Subsidiaries (other than, for the Company,\nany Distributed Company or its Subsidiaries) immediately before the\nDistribution.\n\n                      'ERISA' shall mean the Employee Retirement Income Security\nAct of 1974, as amended.\n\n                      'Former Employee' shall mean a former employee of the\nCompany or the specified Distributed Company or any of their respective\nSubsidiaries (other than, for the Company, any Distributed Company or its\nSubsidiaries) whose employment terminated before the Distribution.\n\n                      'Individual' shall mean each Employee and Former Employee.\nSolely for purposes of Section 3(b), 'Individual' shall also include\nunsuccessful applicants for employment.\n\n                      'Stand-Alone Plan' shall mean each benefit or compensation\nplan, program, policy, or arrangement currently or formerly maintained for the\nexclusive benefit of all or some Individuals with respect to the Company or the\napplicable Distributed Company.\n\n         2. EMPLOYEES. Effective as of the Distribution Date and unless\notherwise provided by the Distribution Agreement, each Company Employee, Printco\nEmployee, Schoolco Employee, Travelco Employee, and Techco Employee will remain\nan employee of his or her respective employer. Nothing contained in this Section\n2 confers on any such person any right to continued employment, whether before\nor after the Distribution Date, nor does it detract from or otherwise amend any\nemployment agreement currently in force, except as specifically noted.\n\n         3. GENERAL PRINCIPLES. Except as otherwise provided in this Benefits\nAgreement, as of the Distribution Date:\n\n                  a. Each party will remain or become responsible for its\nrespective Stand-Alone Plans.\n\n                  b. The Company, Printco, Schoolco, Techco, and Travelco each\nwill be allocated Liability for employment-related claims regardless of when\nfiled (including, but not limited to, harassment and discrimination) based upon\nwhether the claimant was at the time the claim arose, respectively, a Company\nIndividual, Printco Individual, Schoolco Individual, Techco Individual, or\nTravelco Individual.\n\n                  c. Except as specifically provided herein, as of and after the\nDistribution Date, all Liabilities with respect to employee benefit plans,\nprograms, or arrangements relating to\n\n                                       2\n\n\n\n(i) Company Former Employees that presently are Company liabilities will be\nretained by the Company, (ii) Printco Former Employees that presently are\nCompany or Printco liabilities will be retained or assumed by Printco, as\napplicable, (iii) Schoolco Former Employees that presently are Company or\nSchoolco liabilities will be retained or assumed by Schoolco, as applicable,\n(iv) Techco Former Employees that presently are Company or Techco liabilities\nwill be retained or assumed by Techco, as applicable, and (v) Travelco Former\nEmployees that presently are Company or Travelco liabilities will be retained or\nassumed by Travelco, as applicable.\n\n                  d. Except to the extent recognition of past service credit\nwould result in a duplication of benefits, the Company, Printco, Schoolco,\nTechco, and Travelco each will give past service credit under its applicable\nbenefit plans, programs, policies and arrangements to participants therein to\nthe extent their past service credit was recognized under the comparable benefit\nplan, program, policy, or arrangement of the Company or its Subsidiaries in\nwhich the Employee participated immediately before the Distribution Date.\n\n                  e. No provision of this Benefits Agreement requires any of the\nparties to continue any plan, program, policy, or arrangement for any period of\ntime after the Distributions.\n\n                  f. Each party will amend its respective plans, programs,\npolicies, and arrangements (whether newly established, assumed, or retained) to\nthe extent necessary to reflect the provisions of this Benefits Agreement.\n\n                  g. Any Company Employee, Printco Employee, Schoolco Employee,\nTechco Employee, or Travelco Employee who continues in employment with the\nCompany, Printco, Schoolco, Techco, or Travelco or any related Subsidiaries\nfollowing the Distribution Date will not be deemed to have terminated employment\nsolely as a result of the Distribution for purposes of any benefit or\ncompensation plan, program, policy, or arrangement maintained by the Company,\nPrintco, Schoolco, Techco, or Travelco.\n\n                  h. The Company will release any third party beneficiary rights\nit may have to enforce employment agreements assumed or retained by the\nDistributed Companies (other than with respect to the Company's 'Information,'\nas defined in those agreements).\n\n         4.       401(k) PLAN\n\n                  a. The Company will retain sponsorship of the U.S. Office\nProducts 401(k) Retirement Plan (the 'Company 401(k) Plan').\n\n                  b. Effective as of or as soon as practicable after the\nDistribution, the Distributed Companies will each establish new qualified 401(k)\nplans covering each Distributed Company and all or substantially all of its\nSubsidiaries in the United States. Distributed Company Employees will cease\nparticipation in the Company 401(k) Plan effective as close in time before the\nDistribution Date as is reasonably practicable. Distributed Company Employees\nwho have outstanding participant loans under the Company 401(k) Plan will be\npermitted to\n\n                                       3\n\n\n\ncontinue making loan payments to the Company 401(k) Plan until such time as the\nloans are transferred to the Distributed Company's 401(k) Plan.\n\n                  c. Upon receipt by the Company and each of the Distributed\nCompanies of favorable determination letters from the Internal Revenue Service\nto the effect that a newly established plan meets the requirements for\nqualification under Section 401(a) of the Code (or as the parties otherwise\nmutually agree), the Company will cause to be transferred to the trusts\nestablished under the newly-established 401(k) plans, the respective account\nbalances (including any related loans and qualified domestic relations orders)\nand related assets of that employer's Employees. Upon such transfer, Printco,\nSchoolco, Techco, and Travelco will assume the related liabilities.\n\n         5.       MEDICAL PLANS\n\n                  a. Effective as of the Distribution Date, each of the\nDistributed Companies will assume or retain sponsorship of their respective\nStand-Alone Plans that are medical (including dental) plans and arrangements and\nwill assume or retain responsibility for continuation health coverage under\nERISA Section 601 et seq. with respect to their respective Individuals.\n\n                  b. To the extent permitted under any applicable indemnity,\nhealth maintenance organization or stop-loss contracts, any newly established\nhealth plans will waive waiting periods, pre-existing conditions to the extent\nwaived or satisfied under the applicable Stand-Alone Plan, and credit\ndeductible\/copayments satisfied by Employees, if any, who are transferring among\nthe respective employers in connection with the Distributions. The Company will\nuse its best efforts to assist the Distributed Companies in their negotiations\nwith any third parties to accomplish the waiver of such waiting periods and\npre-existing conditions and the crediting of such deductibles and co-payments.\n\n         6.       CAFETERIA PLAN\n\n                  a. The Company will amend the U.S. Office Products Cafeteria\nCompensation Plan (the 'Company Cafeteria Plan') to provide for spinning off to\neach Distributed Company the portions of the Cafeteria Plan's obligations and\ncredits that apply to that Distributed Company.\n\n                  b. Effective as of the Distribution Date, each Distributed\nCompany will adopt a cafeteria plan substantially identical to the Cafeteria\nPlan to receive and implement the obligations and credits spun off from the\nCafeteria Plan.\n\n                  c. Each Distributed Company will treat as remaining in effect\nany elections the Distributed Company Employees made before the Distribution\nwith respect to the Health Care Reimbursement Plan Benefit, the Dependent Care\nAssistance Program Benefit, the Health Insurance Benefit, and, to the extent\noffered by the Distributed Company after the Distribution,\n\n                                       4\n\n\n\nthe Dental Insurance Benefit (each 'Benefit' having the meaning provided in the\nCompany Cafeteria Plan).\n\n                  d. After the spinoffs described in this Section, Distributed\nCompany Employees will submit any claims for the plan year ending December 31,\n1998 to their respective Distributed Company's plan and not to the Company\nCafeteria Plan.\n\n         7.       SEVERANCE\n\n         Effective as of the Distribution Date, the Company, Printco, Schoolco,\nTechco, and Travelco each will be liable for any severance pay and benefits\n(including salary continuation) owing, as of or after the Distribution Date, to\nCompany Individuals, Printco Individuals, Schoolco Individuals, Techco\nIndividuals, and Travelco Individuals, respectively.\n\n         8.       STOCK OPTIONS\n\n                  a. The Company will retain the 1994 Amended and Restated USOP\nLong-Term Incentive Plan (the 'Company Stock Plan') and the obligations under\nthat plan with respect to stock options granted thereunder that are held by or\nin respect of Company Employees.\n\n                  b. The Distributed Companies will establish stock option plans\nunder which they will provide options to their respective Employees to replace\nany options those employees hold under the Company Stock Plan and under which\nthey may offer additional options.\n\n                  c. Any option granted by a Distributed Company in replacement\nfor an option under the Company Stock Plan will expressly provide that it is\nbeing granted in full satisfaction of, and in substitution for, any and all\nCompany stock options with respect to which it relates.\n\n         9.       FOREIGN PLANS\n\n         Subject to applicable local law requirements and to the extent\npracticable, the respective rights and obligations of the Company, Printco,\nSchoolco, Techco, and Travelco (and their respective Subsidiaries) with respect\nto plans maintained by the Company and its Subsidiaries immediately before the\nDistribution Date outside of the United States will be treated in a manner\nconsistent with the general principles described in Section 2 of this Benefits\nAgreement; provided, however, that nothing herein shall be construed so as to\n(A) modify the terms and conditions of employment of any Company Employee,\nPrintco Employee, Schoolco Employee, Techco Employee, or Travelco Employee who\nis employed outside of the United States (a 'Foreign Employee') or (B)\nconstitute an actual or constructive termination of any Foreign Employee's\nemployment with the Company, Printco, Schoolco, Techco, Travelco, or any of\ntheir respective Subsidiaries, as applicable.\n\n\n                                        5\n\n\n\n\n         10.      COOPERATION\n\n                  a. The Company and the Distributed Companies will cooperate in\nproviding each other and other necessary parties with such data as may be\nnecessary to administer their respective benefit plans in accordance with the\nterms of this Agreement. To that end, each will share, and will cause their\naffiliates to share, with each other and their respective agents and vendors\n(without obtaining releases) all participant, plan design, and other information\nnecessary for the efficient and accurate administration of, compliance with laws\nand regulations applicable to, and response to governmental authorities\nregarding, their respective benefit plans, programs, and arrangements after the\nDistribution. Each party to this agreement and their respective authorized\nagents will, subject to applicable laws on confidentiality, be given reasonable\nand timely access to, and may make copies of, all information relating to the\nsubjects of this Agreement in the custody of another party, to the extent\nnecessary for such administration.\n\n                  b. The Company and the Distributed Companies agree to\ncooperate in completing all necessary filings with the Internal Revenue Service,\nDepartment of Labor, and Pension Benefit Guaranty Corporation with respect to\nthe matters provided herein and will apprise the other parties hereto of any\nwritten or oral communication to or from any such agency with respect thereto\nthat may bear on such other parties' interests hereunder. The Company will make\nall necessary Internal Revenue Service filings for the 1997 plan year and, if\napplicable, any 'short year' filings for the 1998 plan year, with respect to the\nplans (other than Stand-Alone Plans) in which Distributed Company Employees\nparticipated before the Distribution Date.\n\n         11.      NO THIRD PARTY BENEFICIARIES.\n\n         Notwithstanding anything to the contrary herein, this Benefits\nAgreement is solely for the benefit of the Company and the Distributed\nCompanies. There shall be no third party beneficiaries under this Benefits\nAgreement, including, without limitation, any Company Individual, Printco\nIndividual, Schoolco Individual, Techco Individual, or Travelco Individual.\n\n         12.      INCORPORATION BY REFERENCE.\n\n         This Benefits Agreement is part of the Distribution Agreement, and\nshall be incorporated by reference into the Distribution Agreement as if set\nforth fully therein. Without limiting the generality of the foregoing, the\nparties acknowledge and agree that all provisions of the Distribution Agreement\nrelating to Indemnification, Dispute Resolution, Notices, and the other\nprovisions labeled 'Miscellaneous' in the Distribution Agreement shall apply\nwith respect to the matters described herein as if such terms were incorporated\nherein and a part hereof.\n\n         13.      TAX DEDUCTIONS\n\n         Except as otherwise provided in Section 5 of the Tax Allocation\nAgreement dated __________, 1998 between the Company, Printco, Schoolco, Techco\nand Travelco, the parties intend that the party that actually bears the cost\n(whether directly or indirectly) of making a\n\n                                        6\n\n\n\npayment with respect to, or (except as provided below) whose stock is used to\nsatisfy, a liability governed by this Agreement will be entitled to any and all\ntax benefits associated therewith, including the benefit of taking an income tax\ndeduction with respect to such payment or satisfaction, and will be obligated to\nsatisfy all tax withholding obligations with respect there, and the parties\nagree to take no action inconsistent with such intention. Notwithstanding that\nintent, the parties recognize that it is possible that the Internal Revenue\nService or another taxing authority will take a different position. Therefore,\nthe parties agree that\n\n         if any of them is notified by the IRS or another taxing authority that\n         it is taking or proposes to take a different position, the party\n         receiving such notice will notify any others affected by the notice;\n         and\n\n         if, when, and to the extent that one party or its Subsidiary receives a\n         tax benefit as a result of a payment made by another party to satisfy a\n         liability governed by this Agreement, the benefiting party will pay or\n         cause its Subsidiary to pay the other party an amount equal to the 'net\n         tax benefit' (as defined below) realized by the benefiting party, as\n         and when realized.\n\nFor this purpose, the 'net tax benefit' to either party resulting from payment\nor satisfaction of a liability will be deemed to equal the excess of (a) the\ntaxes that would have been paid by such party if such party had not paid or\nsatisfied such liability over (b) the taxes that the party actually pays.\n\n         14.      MISCELLANEOUS\n\n         a. Complete Agreement; Construction. This Benefits Agreement, including\nall Exhibits attached hereto, constitutes the entire agreement between the\nparties with respect to the subject matter hereof and supersedes all previous\nnegotiations, commitments, and writings with respect to such subject matter.\n\n         b. Supersession. In the event of any conflict between any of the terms\nof this Benefits Agreement and the terms of either Distribution Agreement, the\nterms of this Benefits Agreement will govern.\n\n         15. OTHER ACTIONS. The parties hereto shall take such other and further\nactions as may be necessary or appropriate to carry out this Benefits Agreement.\n\n\n\n                                        7\n\n\n\n\n         IN WITNESS WHEREOF, the parties have caused this Benefits Agreement to\nbe executed by their duly authorized officers as of the day and year first\nwritten above.\n\n                                            U.S. OFFICE PRODUCTS COMPANY\n\n                                            by\n                                            -------------------------\n                                            Name:\n                                            Title:\n\n                                            WORKFLOW MANAGEMENT, INC.\n\n                                            by\n                                            -------------------------\n                                            Name:\n                                            Title:\n\n                                            SCHOOL SPECIALTY, INC.\n\n                                            by\n                                            -------------------------\n                                            Name:\n                                            Title:\n\n                                            AZTEC TECHNOLOGY PARTNERS, INC.\n\n                                            by\n                                            -------------------------\n                                            Name:\n                                            Title:\n\n                                            NAVIGANT INTERNATIONAL, INC.\n\n                                            by\n                                            -------------------------\n                                            Name:\n                                            Title:\n\n\n                                        8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6830,6949,8307,8772,9357],"corporate_contracts_industries":[9498,9501,9525],"corporate_contracts_types":[9622,9628],"class_list":["post-43386","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aztec-technology-partners-inc","corporate_contracts_companies-brm-holdings-inc","corporate_contracts_companies-navigant-international-inc","corporate_contracts_companies-school-specialty-inc","corporate_contracts_companies-workflow-management-inc","corporate_contracts_industries-retail__equipment","corporate_contracts_industries-retail__misc","corporate_contracts_industries-transportation__services","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43386","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43386"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43386"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43386"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43386"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}