Assumption of Liabilities and Transfer of Assets. SAP and Qualtrics shall use reasonable best efforts to cause, in the manner described herein, the accounts under the SAP 401(k) Plan of each eligible Qualtrics Employee and each eligible Transferring Employee to be transferred to the Qualtrics 401(k) Plan as soon as practicable after the Implementation Date. As soon as practicable after the Implementation Date: (i) SAP shall cause the accounts (including any outstanding loan balances) of each eligible current Qualtrics Employee and Transferring Employee in the SAP 401(k) Plan to be transferred to the Qualtrics 401(k) Plan and its related trust in kind based on the investment election of the individual participant or, in the absence of an investment election, the plan’s default investment election (in each case, to the extent possible, without negative tax consequences to the applicable employee), in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) Qualtrics (or any successor Qualtrics Entity) and the Qualtrics 401(k) Plan shall assume and be solely responsible for all Liabilities under the Qualtrics 401(k) Plan relating to the accounts that are so transferred arising at or after the time of such transfer; and (iii) Qualtrics shall cause such transferred accounts to be accepted by the Qualtrics 401(k) Plan and its related trust and shall cause the Qualtrics 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a Qualtrics Employee is vested in his or her account under the Qualtrics 401(k) Plan, if applicable, the Qualtrics 401(k) Plan shall credit each Qualtrics Employee with at least the individual’s service credited under the SAP 401(k) Plan; provided, however, that in no event shall Qualtrics be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, SAP shall contribute to the SAP 401(k) Plan all matching contributions, if any, due to Qualtrics Employees pursuant to the terms and conditions of such plan for periods prior to the transfer date. Notwithstanding anything contained herein to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A in connection therewith.
Appears in 3 contracts
Samples: Employee Matters Agreement (Qualtrics International Inc.), Employee Matters Agreement (Qualtrics International Inc.), Employee Matters Agreement (Qualtrics International Inc.)
Assumption of Liabilities and Transfer of Assets. SAP EMC and Qualtrics VMware shall use reasonable best efforts to cause, in the manner described herein, the accounts under the SAP 401(k) EMC Savings Plan of each eligible Qualtrics Employee and each eligible Transferring current VMware Employee to be transferred to the Qualtrics VMware 401(k) Plan as soon as practicable after the Implementation Dateadoption of the VMware 401(k) Plan. As soon as practicable after the Implementation Datesuch date: (i) SAP EMC shall cause the accounts (including any outstanding loan balances) of each eligible current Qualtrics Employee and Transferring VMware Employee in the SAP 401(k) EMC Savings Plan to be transferred to the Qualtrics VMware 401(k) Plan and its related trust in kind based on the investment election of the individual participant or, in the absence of an investment election, the plan’s default investment election (in each case, to the extent possible, without negative tax consequences to the applicable employee), individuals in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) Qualtrics VMware (or any successor Qualtrics VMware Entity) and the Qualtrics VMware 401(k) Plan shall assume and be solely responsible for all Liabilities under the Qualtrics VMware 401(k) Plan relating to the accounts that are so transferred arising at or after as of the time of such transfer; and (iii) Qualtrics VMware shall cause such transferred accounts to be accepted by the Qualtrics VMware 401(k) Plan and its related trust and shall cause the Qualtrics VMware 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a Qualtrics VMware Employee is vested in his or her account under the Qualtrics VMware 401(k) Plan, if applicable, the Qualtrics VMware 401(k) Plan shall credit each Qualtrics VMware Employee with at least all the individual’s service credited under the SAP 401(k) EMC Savings Plan; provided, however, that in no event shall Qualtrics VMware be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, SAP EMC shall contribute to the SAP 401(k) EMC Savings Plan all matching contributions, if any, due to Qualtrics the VMware Employees pursuant to the terms and conditions of such plan Plan for periods prior to the transfer date. Notwithstanding anything contained herein to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A in connection therewith.
Appears in 3 contracts
Samples: Employee Benefits Agreement, Employee Benefits Agreement (Vmware, Inc.), Employee Benefits Agreement (Vmware, Inc.)
Assumption of Liabilities and Transfer of Assets. SAP and Qualtrics shall use reasonable best efforts to cause, in the manner described herein, the accounts under the SAP 401(k) Plan of each eligible Qualtrics Employee and each eligible Transferring Employee to be transferred to the Qualtrics 401(k) Plan as soon as practicable after the Implementation Date. As soon as practicable after the Implementation Date: (i) SAP shall cause Effective as of the accounts (including any outstanding loan balances) of each eligible current Qualtrics Employee and Transferring Employee in Distribution Date or at such other time as is mutually agreed to by the SAP 401(k) Plan to be transferred Parties, but subject to the Qualtrics 401(kasset transfer specified in Section 3.01(b)(ii) Plan and its related trust in kind based on the investment election of the individual participant or, in the absence of an investment electionbelow, the plan’s default investment election (in each case, to the extent possible, without negative tax consequences to the applicable employee), in accordance with Sections 401(a)(12), 411(d)(6) and 414(l) of the Code; (ii) Qualtrics (or any successor Qualtrics Entity) and the Qualtrics Aptevo 401(k) Plan shall assume and be solely responsible for all Liabilities for or relating to Transferred Employees under the Qualtrics Emergent 401(k) Plan. The Aptevo Group shall be responsible for all ongoing rights of or relating to Aptevo Employees for future participation (including the right to make contributions through payroll deductions) in the Aptevo 401(k) Plan.
(ii) Effective as of the Distribution Date or at such other time as is mutually agreed to by the Parties, Emergent shall cause the account balances (including any outstanding loan balances) in the Emergent 401(k) Plan attributable to Transferred Employees to be transferred in cash and in-kind (including, but not limited to, participant loans), to the Aptevo 401(k) Plan, and Aptevo shall cause the Aptevo 401(k) Plan to accept such transfer or accounts and underlying assets and, effective as of the date of such transfer, to assume and to fully perform pay or discharge, all obligations of the Emergent 401(k) Plans relating to the accounts that of Transferred Employees (to the extent those assets related to those accounts are so actually transferred arising at or after from the time Emergent 401(k) Plan). The transfer shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, and Section 208 of ERISA. Subject to the generally applicable requirements of this Section 3.01(b)(ii), the named fiduciaries (as such transfer; and (iiiterm is defined in ERISA) Qualtrics shall cause such transferred accounts to be accepted by of the Qualtrics Aptevo 401(k) Plan and its related trust and shall cause the Qualtrics 401(k) Plan to satisfy all protected benefit requirements under the Code and applicable law with respect to the transferred accounts. In determining whether a Qualtrics Employee is vested in his or her account under the Qualtrics 401(k) Plan, if applicable, the Qualtrics Emergent 401(k) Plan shall credit each Qualtrics Employee with at least cooperate in good faith to effect the individual’s service credited transfers contemplated by this Section 3.01(b)(ii) in an efficient and effective manner and in the best interests of participants and beneficiaries, including, but not limited to, determining whether and to what extent any investments held under the SAP 401(k) Plan; provided, however, that in no event shall Qualtrics be required to provide any service or any other benefit-affecting credits to any individual to the extent that the provision of such credits would result in any duplication of benefits. Immediately prior to the date upon which the transfer described above occurs, SAP shall contribute to the SAP Emergent 401(k) Plan all matching contributions, if any, due to Qualtrics Employees pursuant to the terms and conditions of such plan for periods (other than participant loans) shall be liquidated prior to the transfer date. Notwithstanding anything contained herein date to enable the value of such investments to be transferred to the contrary, the transfer described herein shall not take place prior to the 31st day following the filing of any required Forms 5310-A Aptevo 401(k) Plan in connection therewithcash or cash equivalents.
Appears in 2 contracts
Samples: Employee Matters Agreement (Aptevo Therapeutics Inc.), Employee Matters Agreement (Aptevo Therapeutics Inc.)