Common use of Defined Benefit Pension Plans Clause in Contracts

Defined Benefit Pension Plans. (a) After the Distribution Date, Ralcorp Participants shall continue to participate in the Retirement Plan of Ralcorp. (b) Post (acting directly or through a member of the Post Group) shall establish a defined benefit pension plan qualified under Section 401(a) of the Code (“Post Retirement Plan”) to be effective on the Distribution Date to provide pension benefits for the Post Participants who participated in the Retirement Plan of Ralcorp immediately prior to the Distribution Date. After the Distribution Date, Post Participants who participate in the Retirement Plan of Ralcorp shall cease to participate in the Retirement Plan of Ralcorp and shall participate in the Post Retirement Plan, in accordance with and subject to the terms and conditions of such plan. Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp (based on a good faith actuarial estimate of accrued benefits as of the date set forth on Schedule 3.01 for such purpose) representing any benefits accrued by individuals whose names are set forth on Schedule 3.01 for such purpose (“Transferred Participants”). The parties agree that Transferred Participants shall include Post Employees and former Post Employees. An initial transfer of assets and Liabilities shall occur on or before the date that is three months after the Distribution Date (“Retirement Spin Date”). As soon as practicable after the Retirement Spin Date, Post shall take all necessary steps to have the Post Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp based on a final actuarial calculation representing any benefits accrued by Transferred Participants. Post, on its own behalf and on behalf of all members of the Post Group, agrees that neither Ralcorp nor the Retirement Plan of Ralcorp shall have any further responsibility with respect to the assets and liabilities that are transferred from the Retirement Plan of Ralcorp to the Post Retirement Plan. From and after the Distribution Date until the Retirement Spin Date, any benefits accrued prior to the Distribution Date that would otherwise be payable to Transferred Participants under the Post Retirement Plan shall be paid or continue to be paid out of the Retirement Plan of Ralcorp, and the amounts to be transferred to the Post Retirement Plan shall be reduced by the amount of such payments. After the Retirement Spin Date, any pension benefits that accrued prior to the Distribution Date that would have otherwise been payable to the Transferred Participants under the Retirement Plan of Ralcorp shall instead be payable to such Transferred Participants under the Post Retirement Plan. (c) On or before the date that is two years following the Distribution Date, Ralcorp shall take all necessary steps to have the Retirement Plan of Ralcorp accept assets and liabilities from the Post Retirement Plan representing any benefits accrued by Delayed Transfer Employees who have accrued benefits in the Post Retirement Plan. On or before the date that is two years following the Distribution Date, Post shall take all necessary steps to have the Post Retirement Plan of Post accept assets and liabilities from the Retirement Plan of Ralcorp representing any benefits accrued by Delayed Transfer Employees who have accrued benefits in the Retirement Plan of Ralcorp. (d) The Parties agree that with respect to such transfer, assets and any related earnings or losses shall be determined and transferred from the plan’s trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date as determined by the Actuary and set forth in Schedule 3.01. (e) As of the Distribution Date, Post (acting directly or through a member of the Post Group) shall cause the Post Retirement Plan to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Post Participants under the Retirement Plan of Ralcorp. (f) As of each Delayed Transfer Employee’s Transfer Date, Post (acting directly or through a member of the Post Group) shall cause the Post Retirement Plan to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders under the Retirement Plan of Ralcorp with respect to each Delayed Transfer Employee who transfers from the Ralcorp Group to the Post Group. As of each Delayed Transfer Employee’s Transfer Date, Ralcorp (acting directly or through a member of the Ralcorp Group) shall cause the Retirement Plan of Ralcorp to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders under the Post Retirement Plan with respect to each Delayed Transfer Employee who transfers from the Post Group to the Ralcorp Group.

Defined Benefit Pension Plans. (a) After the Distribution DateEffective Time, Ralcorp EPC Participants shall continue to participate in the Retirement Plan of RalcorpEPC. (b) Post EHP (acting directly or through a member of the Post EHP Group) shall establish a defined benefit pension plan qualified under Section 401(a) of the Code (“Post EHP Retirement Plan”) to be effective on as of the Distribution Date Effective Time to provide pension benefits for the Post EHP Participants who participated in the Retirement Plan of Ralcorp EPC immediately prior to the Distribution DateEffective Time. After the Distribution DateEffective Time, Post EHP Participants who participate in the Retirement Plan of Ralcorp EPC shall cease to participate in the Retirement Plan of Ralcorp EPC and shall participate in the Post EHP Retirement Plan, in accordance with and subject to the terms and conditions of such plan. Post EHP shall take all necessary steps to have the Post EHP Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp EPC (based on a good faith actuarial estimate of accrued benefits as of the date set forth on Schedule 3.01 G for such purpose) representing any benefits accrued by individuals who are EHP Employees and former EHP Employees in accordance with the Allocation Method and whose names are set forth on Schedule 3.01 G for such purpose (“Transferred Participants”). The parties agree that Transferred Participants shall include Post Employees and former Post Employees. An initial transfer of assets and Liabilities shall occur on or before the date that is three months after the Distribution Date Effective Time (“Retirement Spin Date”). As soon as practicable after the Retirement Spin Date, Post EHP shall take all necessary steps to have the Post EHP Retirement Plan accept assets and Liabilities from the Retirement Plan of Ralcorp EPC based on a final actuarial calculation representing any benefits accrued by Transferred Participants. PostEHP, on its own behalf and on behalf of all members of the Post EHP Group, agrees that neither Ralcorp EPC nor the Retirement Plan of Ralcorp EPC shall have any further responsibility with respect to the assets and liabilities that are transferred from the Retirement Plan of Ralcorp EPC to the Post EHP Retirement Plan. From and after the Distribution Date Effective Time until the Retirement Spin Date, any benefits accrued prior to the Distribution Date Effective Time that would otherwise be payable to Transferred Participants under the Post EHP Retirement Plan shall be paid or continue to be paid out of the Retirement Plan of RalcorpEPC, and the amounts to be transferred to the Post EHP Retirement Plan shall be reduced by the amount of such payments. After the Retirement Spin Date, any pension benefits that accrued prior to the Distribution Date Effective Time that would have otherwise been payable to the Transferred Participants under the Retirement Plan of Ralcorp EPC shall instead be payable to such Transferred Participants under the Post EHP Retirement Plan. (c) On or before the date that is two years following the Distribution Date, Ralcorp shall take all necessary steps to have the Retirement Plan of Ralcorp accept assets and liabilities from the Post Retirement Plan representing any benefits accrued by Delayed Transfer Employees who have accrued benefits in the Post Retirement Plan. On or before the date that is two years following the Distribution Date, Post shall take all necessary steps to have the Post Retirement Plan of Post accept assets and liabilities from the Retirement Plan of Ralcorp representing any benefits accrued by Delayed Transfer Employees who have accrued benefits in the Retirement Plan of Ralcorp. (d) The Parties agree that with respect to such transfer, assets and any related earnings or losses shall be determined and transferred from the plan’s trust in accordance with Section 414(l) of the Code, Treasury Regulation Section 1.414(l)-1, Section 208 of ERISA and the assumptions and valuation methodology which the Pension Benefit Guaranty Corporation would have used under Section 4044 of ERISA as of the Distribution Date Effective Time as determined by the Actuary and set forth in Schedule 3.01.G. (ed) As of the Distribution DateEffective Time, Post EHP (acting directly or through a member of the Post EHP Group) shall cause the Post EHP Retirement Plan to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders with respect to Post EHP Participants under the Retirement Plan of RalcorpEPC. (fe) As of each Delayed Transfer Employee’s Transfer DateNotwithstanding anything herein to the contrary, Post (acting directly in no event shall EHP or through a member of the Post Group) shall cause the Post EHP Retirement Plan to recognizeor any other EHP Benefit Plan assume, to the extent practicableaccept, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders under the Retirement Plan of Ralcorp or otherwise be responsible for any assets or Liabilities with respect to each Delayed Transfer Employee who transfers from the Ralcorp Group to ASR Plans on or following the Post GroupEffective Time. As of each Delayed Transfer Employee’s Transfer DateThe ASR Plans shall be EPC Benefit Plans before, Ralcorp (acting directly or through a member of on and following the Ralcorp Group) shall cause the Retirement Plan of Ralcorp to recognize, to the extent practicable, all existing elections, including beneficiary designations, payment form elections and rights of alternate payees under qualified domestic relations orders under the Post Retirement Plan with respect to each Delayed Transfer Employee who transfers from the Post Group to the Ralcorp GroupEffective Time.