Common use of 401(k) Plan Matters Clause in Contracts

401(k) Plan Matters. (a) From the Effective Time and continuing until the Distribution Date, Newmark shall adopt, and shall participate in as an adopting employer, the BGC 401(k) Plan for the benefit of Newmark Employees and Former Newmark Employees, and BGC Partners consents to such adoption and maintenance. Each of the Parties agrees and acknowledges that until the Distribution Date, Newmark shall make timely direct contributions (including matching contributions) to the BGC 401(k) Plan on behalf of such Newmark Employees in accordance with the terms of the BGC 401(k) Plan and in accordance with (and no less promptly than) the timing of contributions made by BGC Partners prior to the Effective Time. (b) On or prior to the Distribution Date, Newmark shall, subject to BGC Partners’ consent, either (i) establish the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust or (ii) affirm that Newmark shall continue to participate in the BGC 401(k) Plan as an adopting employer. If Newmark establishes the Newmark 401(k) Plan and Newmark 401(k) Plan Trust, as soon as practical following the establishment of the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust, BGC Partners shall cause the accounts of the Newmark Employees and Former Newmark Employees in the BGC 401(k) Plan to be transferred to the Newmark 401(k) Plan and the Newmark 401(k) Plan Trust in cash or such other assets as mutually agreed by BGC Partners and Newmark, and Newmark shall cause the Newmark 401(k) Plan to assume and be solely responsible for all Liabilities under the Newmark 401(k) Plan relating to Newmark Employees and Former Newmark Employees whose accounts are transferred from the BGC 401(k) Plan. BGC Partners and Newmark shall assume sole responsibility for ensuring that their respective 401(k) savings plans are maintained in compliance with applicable laws. If Newmark continues to participate in the BGC 401(k) Plan as an adopting employer, Section 9.04(a) shall remain in effect until the Parties agree that Newmark shall cease participation in the BGC 401(k) Plan as an adopting employer.

401(k) Plan Matters. (a) From the Effective Time and continuing until such time as IAC ceases to own at least 80% of the Distribution combined voting power of the outstanding Match Capital Stock (such date, the “Plan Milestone Date”), Newmark shall adoptMatch adopts, and shall participate in as an adopting employerAdopting Employer (as defined in the IAC 401(k) Plan), the BGC IAC 401(k) Plan for the benefit of Newmark Match Employees and Former Newmark Match Employees, and BGC Partners IAC consents to such adoption and maintenance, in accordance with the terms of the IAC 401(k) Plan. Each of the Parties agrees and acknowledges that until the Distribution Plan Milestone Date, Newmark Match shall make timely direct contributions (including matching contributions) to the BGC IAC 401(k) Plan on behalf of such Newmark Employees Match participating employees in accordance with the terms of the BGC IAC 401(k) Plan and in accordance with (and no less promptly than) the timing of contributions made by BGC Partners IAC prior to the Effective Time. Each of the Parties agrees that, within six months following a spin-off of Match from IAC, the trustee of the IAC 401(k) Plan shall sell all shares of Match Common Stock held in the accounts of IAC Employees and Former IAC Employees. On and after the spin-off date and until the completion of the sales contemplated by the immediately preceding sentence, shares of Match Common Stock shall be held in a Match Common Stock Fund under the IAC 401(k) Plan. Following the spin-off date, IAC Employees and Former IAC Employees shall not be permitted to acquire shares of Match Common Stock under the IAC 401(k) Plan. (b) On or prior to Effective as of the Distribution Plan Milestone Date, Newmark shall, subject to BGC Partners’ consent, either (i) Match shall establish the Newmark Match 401(k) Plan and the Newmark 401(k) Plan Trust or (ii) affirm that Newmark shall continue to participate in the BGC 401(k) Plan as an adopting employer. If Newmark establishes the Newmark 401(k) Plan and Newmark Match 401(k) Plan Trust, as . As soon as practical following the establishment of the Newmark Match 401(k) Plan and the Newmark Match 401(k) Plan Trust, BGC Partners IAC shall cause the accounts of the Newmark Match Employees and Former Newmark Match Employees in the BGC IAC 401(k) Plan to be transferred to the Newmark Match 401(k) Plan and the Newmark Match 401(k) Plan Trust in cash or such other assets as mutually agreed by BGC Partners IAC and NewmarkMatch, and Newmark Match shall cause the Newmark Match 401(k) Plan to assume and be solely responsible for all Liabilities under the Newmark Match 401(k) Plan to or relating to Newmark Match Employees and Former Newmark Match Employees whose accounts are transferred from the BGC IAC 401(k) Plan. BGC Partners IAC and Newmark Match agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Section 3.1; provided that Match acknowledges that it will be responsible for complying with any requirements and applying for any determination letters with respect to the Match 401(k) Plan. Each of the Parties agrees that, within six months following the Milestone Date, the trustee of the Match 401(k) Plan shall sell all shares of IAC Common Stock held in the accounts of Match Employees and Former Match Employees. On and after the Milestone Date and until the completion of the sales contemplated by the immediately preceding sentence, shares of IAC Common Stock shall be held in an IAC Common Stock Fund under the Match 401(k) Plan. Following the Milestone Date, Match Employees and Former Match Employees shall not be permitted to acquire shares of IAC Common Stock under the Match 401(k) Plan. (c) IAC and Match shall assume sole responsibility for ensuring that their respective 401(k) savings plans are maintained in compliance with applicable laws. If Newmark continues laws with respect to participate in holding shares of their respective common stock and common stock of the BGC 401(k) Plan as an adopting employer, Section 9.04(a) shall remain in effect until the Parties agree that Newmark shall cease participation in the BGC 401(k) Plan as an adopting employerother entity.