Common use of 401(k) Plans Clause in Contracts

401(k) Plans. As of the Closing Date, Company Employees shall cease to actively participate in the ConAgra Retirement Income Savings Plan and the ConAgra Retirement Income Savings Plan for Hourly Rate Production Employees (the "ConAgra 401(k) Plans"). No contributions shall be made to the ConAgra 401(k) Plans for the benefit of Company Employees with respect to compensation earned by the Company Employees after the Closing Date. ConAgra shall cause the interests of the Company Employees in the ConAgra 401(k) Plans to be one hundred percent (100%) vested and fully nonforfeitable as of the Closing Date. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Holdco or any of its Affiliates or to any plan of Holdco or any of its Affiliates. As soon as practical following receipt by Holdco and ConAgra of favorable determination letters or Holdco's certification to ConAgra, and ConAgra's certification to Holdco, in a manner reasonably acceptable to both ConAgra and Holdco, that Holdco's 401(k) plan and ConAgra's 401(k) Plans are qualified under the applicable provisions of the Code, ConAgra shall cause the trustee of ConAgra's 401(k) Plans to transfer, solely in the form of cash or notes representing outstanding participant loans (provided, however, at Holdco's reasonable election, some assets may be transferred in kind), assets representing the full account balances of the Company Employees, together with the appropriate net investment return (including unrealized appreciation or depreciation) thereon, reduced by any necessary benefit or withdrawal payments made in respect of Company Employees prior to the actual date of transfer, to the trustee of Holdco's 401(k) plan, and upon such transfer, Holdco and Holdco's 401(k) plan shall be responsible for proper administration of such account balances and the related liability to the Company Employees.

401(k) Plans. As (a) Effective as of the Closing applicable Employee Transfer Date, Company Employees no Transferred Employee shall cease to actively participate in the ConAgra BSC’s 401(k) Retirement Income Savings Plan and the ConAgra Retirement Income Savings Plan for Hourly Rate Production Employees (the "ConAgra “BSC’s 401(k) Plans"Plan”). No contributions shall be made to On the ConAgra date of the applicable Employee Transfer Date, Transferred Employees who participate in BSC’s 401(k) Plans for the benefit of Company Employees with respect to compensation earned by the Company Employees after the Closing Date. ConAgra Plan shall cause the interests of the Company Employees immediately be 100% vested in the ConAgra their individual account balances under BSC’s 401(k) Plans to be one hundred percent Plan. (100%b) vested and fully nonforfeitable as of the Closing Date. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Holdco or any of its Affiliates or to any plan of Holdco or any of its Affiliates. As soon as practical administratively practicable following receipt by Holdco and ConAgra the date of favorable determination letters or Holdco's certification to ConAgrathe applicable Employee Transfer Date, and ConAgra's certification to Holdco, BSC shall advise such Transferred Employees who participated in a manner reasonably acceptable to both ConAgra and Holdco, that Holdco's BSC’s 401(k) plan and ConAgra's Plan of their right to elect to receive a distribution of, or to directly rollover, their individual account balances in BSC’s 401(k) Plans are Plan. To the extent permitted by Law and provided that the Purchaser is reasonably satisfied that BSC’s 401(k) Plan is qualified under within the applicable provisions meaning of Section 401(a) of the Code, ConAgra shall cause as soon as practicable following the trustee date of ConAgra's 401(k) Plans to transferthe applicable Employee Transfer Date, solely in the form of cash or notes representing outstanding participant loans (provided, however, at Holdco's reasonable election, some assets such account balances may be transferred by Transferred Employees to a defined contribution retirement plan maintained by the Purchaser (the “Purchaser’s 401(k) Plan”) in kind), assets representing the full account balances a direct rollover or rollover contribution. Service of the Company Employees, together with the appropriate net investment return (including unrealized appreciation or depreciation) thereon, reduced by any necessary benefit or withdrawal payments made in respect of Company Employees each Transferred Employee prior to the actual date applicable Employee Transfer Date which was recognized under BSC’s 401(k) Plan shall be credited to such Transferred Employee for purposes of transfer, eligibility and vesting under the Purchaser’s 401(k) Plan. Prior to the trustee of Holdco's applicable Employee Transfer Date, the Purchaser shall amend the Purchaser’s 401(k) plan, and upon such transfer, Holdco and Holdco's Plan to the extent necessary to accept direct rollovers from BSC’s 401(k) plan shall be responsible for proper administration of such account balances Plan and the related liability to permit Transferred Employees to make rollover contributions to the Company EmployeesPurchaser’s 401(k) Plan.

401(k) Plans. As (a) Each Transferred Employee participating in a defined contribution plan of Contributor (as applicable, a “Contributor 401(k) Plan”) as of immediately prior to the Closing Date, Company Employees shall cease become eligible to actively participate in the ConAgra Retirement Income Savings Plan and the ConAgra Retirement Income Savings Plan for Hourly Rate Production Employees (the "ConAgra 401(k) Plans"). No contributions shall be made to the ConAgra 401(k) Plans for the benefit of Company Employees with respect to compensation earned by the Company Employees after the Closing Date. ConAgra shall cause the interests of the Company Employees in the ConAgra 401(k) Plans to be one hundred percent (100%) vested and fully nonforfeitable without any waiting period as of the Closing Date. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Holdco or any of its Affiliates or to any in a defined contribution plan of Holdco NewU that includes a qualified cash or any deferred arrangement within the meaning of its AffiliatesSection 401(k) of the Code (“NewU 401(k) Plan”). (b) Contributor agrees to take, or cause to be taken, actions necessary to permit each Transferred Employee to effect a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of his or her account balances under a Seller 401(k) Plan within thirty (30) days following the Closing, if such rollover is elected in accordance with applicable Law by such employee. As soon as practical following receipt by Holdco and ConAgra Without limiting the generality of favorable determination letters or Holdco's certification to ConAgrathe foregoing, and ConAgra's certification to Holdcoprovided that Contributor is reasonably satisfied, in a manner reasonably acceptable to both ConAgra and Holdco, that Holdco's 401(kconsistent with the regulations under Section 401(a)(31) plan and ConAgra's 401(k) Plans are qualified under the applicable provisions of the Code, ConAgra shall cause the trustee of ConAgra's that NewU 401(k) Plans Plan meets the requirements for qualification under Section 401(a) of the Code, Contributor may take such actions necessary to transferprovide that one or more Transferred Employees may elect to effect, solely in and, provided that NewU is reasonably satisfied, consistent with the form regulations under Section 401(a)(31) of cash or notes representing outstanding participant loans (providedthe Code, howeverthat the applicable Contributor 401(k) Plan meets the requirements for qualification under Section 401(a) of the Code, at Holdco's reasonable electionNewU agrees to cause NewU 401(k) Plan to accept, some assets may be transferred in kind), assets representing the full a “direct rollover” to NewU 401(k) Plan of such employee’s account balances of the Company Employees, together with the appropriate net investment return (including unrealized appreciation or depreciationpromissory notes evidencing all outstanding loans) thereon, reduced by any necessary benefit or withdrawal payments made in respect of Company Employees prior to under the actual date of transfer, to the trustee of Holdco's Contributor 401(k) planPlan if such rollover is elected in accordance with applicable Law by such employee. Upon completion of a direct rollover of an Transferred Employee’s account balances, as described in this Section 7.3, NewU and upon such transfer, Holdco and Holdco's NewU 401(k) plan Plan shall be fully responsible for proper administration all benefits relating to past service of such account balances Transferred Employee and none of Contributor and the related liability Contributor 401(k) Plan shall have any Liability whatsoever with respect to the Company Employeessuch benefits.

401(k) Plans. As (i) Prior to or on the Closing Date, Seller shall timely adopt all amendments to the Seller 401(k) Plan (as defined below) required by law to be adopted prior to the Closing Date. (ii) Effective as of the Closing Date, Company Employees shall cease to actively participate in (A) the ConAgra Retirement Income Savings Plan and the ConAgra Retirement Income Savings Plan for Hourly Rate Production Employees (the "ConAgra 401(k) Plans"). No contributions shall be made to the ConAgra 401(k) Plans for the benefit of Company Employees with respect to compensation earned by the Company Employees after the Closing Date. ConAgra Seller shall cause the interests account balance of each Employee to become fully vested and (B) the Company Employees participation of each Employee in the ConAgra ▇▇▇▇▇▇ Industries 401(k) Plans to be one hundred percent Plan (100%) vested and fully nonforfeitable as of the Closing Date. Except as expressly set forth herein, no assets of any Employee Plan shall be transferred to Holdco or any of its Affiliates or to any plan of Holdco or any of its Affiliates. As soon as practical following receipt by Holdco and ConAgra of favorable determination letters or Holdco's certification to ConAgra, and ConAgra's certification to Holdco, in a manner reasonably acceptable to both ConAgra and Holdco, that Holdco's “Seller 401(k) plan and ConAgra's 401(kPlan”) Plans are qualified under the applicable provisions shall cease. Each Employee (including any “alternate payee” as described in Section 414(p) of the Code) shall have the option to (x) retain the Employee’s account balance under the Seller 401(k) Plan (provided that such Employee’s account balance is in excess of $5,000) or (y) make an elective rollover of the balance of the Employee’s account, ConAgra including any notes evidencing loans under the Seller 401(k) Plan, in accordance with Section 401(k) of the Code and the regulations promulgated thereunder, to the 401(k) Plan established or to be established by Buyer (the “Buyer 401(k) Plan”). (iii) If any Employee chooses to make a rollover election, the Seller shall cause the trustee of ConAgra's the Seller 401(k) Plans Plan to transfer, solely transfer in cash and/or kind (including any notes evidencing loans under the form of cash or notes representing outstanding participant loans (provided, however, at Holdco's reasonable election, some assets may be transferred in kind), assets representing Seller 401(k) Plan) the full account balances of with respect to such Employee under the Company Employees, together Seller 401(k) Plan (which account balances will have been credited with the appropriate net investment return (including unrealized appreciation or depreciation) thereon, earnings and reduced by any necessary benefit or withdrawal payments made to or in respect of Company Employees prior such Employee as of the Closing Date and with respect to the actual period from the Closing Date to the date of such transfer, ) to the appropriate trustee designated by the Buyer or its affiliate under the trust agreement forming a part of Holdco's the Buyer 401(k) plan, and upon Plan as soon as reasonably practicable after such transfer, Holdco and Holdco's election. The Buyer shall take all actions reasonably necessary to permit the Employees to roll over any loan balances outstanding under the Seller 401(k) plan shall Plan as of the Closing Date and to otherwise effectuate the asset transfer described in the preceding sentence, including making (or causing to be responsible for proper administration of such account balances made) all filings and the related liability submissions to the Company Employeesappropriate Governmental Authorities which are required to be made by the trustee or sponsor of the Buyer 401(k) Plan in connection with any such rollovers.