Common use of Defined Benefit Pension Plans Clause in Contracts

Defined Benefit Pension Plans. (1) Hussmann shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN PENSION PLANS"), which are presently being funded by the Xxxxxxx Corporation Defined Benefit Master Trust ("XXXXXXX MASTER TRUST"), and a nonqualified Hussmann Corporation Executive Retirement Plan ("HUSSMANN ERP"), all of which Hussmann or a Hussmann Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann and Hussmann Subsidiaries (the "HUSSMANN PENSION PLAN BENEFICIARIES"). Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Pension Plans and Hussmann ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Pension Plans against any benefit accrual under the Hussmann Pension Plans based on the same period of credited service. Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible to all Hussmann Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Pension Plans and Hussmann ERP at any time. Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Pension Plans, Hussmann Master Trust (defined below), Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATE"), adopt a Hussmann Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUST") substantially similar to the Xxxxxxx Master Trust and designate a trustee for the Hussmann Master Trust for each of the Hussmann Pension Plans. As provided in the Xxxxxxx Master Trust, the Management Committee of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEE") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Master Trust, a PRO RATA portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Separated Employee) of the cash, securities and other assets in the Xxxxxxx Master Trust as determined solely by the Management Committee on or as soon as practicable after the Pension Effective Date. (3) On or as soon as administratively possible after the Distribution Date, Xxxxxxx shall terminate the Canadian Master Trust and the Management Committee shall cause the Canadian Master Trust to transfer assets to trusts participating in the Canadian Master Trust in accordance with the terms of the Canadian Master Trust.

Defined Benefit Pension Plans. Seller shall retain and Buyer ----------------------------- shall not assume any liabilities or obligations under any Seller Employee Benefit Plan that is a "defined benefit plan" (as such term is defined under Section 3(35) of ERISA), other than the liability to make on-going payments to the Local No. 458-3M Graphic Communications International Union Supplemental Retirement and Disability Fund (the "GCIU Pension Fund") as expressly required ----------------- with respect to Group D employees under the collective bargaining agreement between U.S. Can Chicago Litho and the Chicago Local No. 458-3M Graphic Communications International Union as in effect between May 1, 1998 through April 30, 2002 (the "Casper GCIU CBA") Hussmann which liability Buyer shall continue, on assume and after --------------- pay. Effective as of the Distribution Closing Date, qualified defined Seller shall amend Seller's Pension Plan to provide that Covered Union Employees shall be given service credit under Seller's Pension Plan for vesting and benefit pension plans accrual purposes for the period beginning on the Closing and ending on April 30, 2002 for the Casper GCIU Covered Union Employees or ending on March 21, 2001 for the Casper USW Covered Union Employees. At the Closing, Buyer shall pay Seller $296,128, which amount represents the estimated present value of the liability that will arise under the United States Can Company Pension Plan ("HUSSMANN PENSION PLANSSeller's Pension Plan") as a result --------------------- of the amendment of Seller's Pension Plan effective as of the Closing Date to provide credit for vesting and benefit accrual service for Transferred Employees who participate in Seller's Pension Plan as of the Closing and who are covered by the Casper GCIU CBA or the collective bargaining agreement between U.S. Can Company Chicago Metal Services and United Steelworkers of America Local Union 3911-11, AFL-CIO, as in effect between March 21, 1997 through March 21, 2001 (the "Casper USW CBA") (collectively, the "Covered Union Employees"), which are presently being funded as if such -------------- ----------------------- Covered Union Employees remained employed by Seller until April 30, 2002 (for the Xxxxxxx Corporation Defined Benefit Master Trust Casper GCIU Covered Union Employees) or March 21, 2001 ("XXXXXXX MASTER TRUST"for the Casper USW Covered Union Employees), it being understood that such determination is final and a nonqualified Hussmann Corporation Executive Retirement Plan ("HUSSMANN ERP"), all binding on the parties and shall not be adjusted based on actual liabilities. Buyer and Seller shall share equally the costs and expenses of which Hussmann or a Hussmann Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann and Hussmann Subsidiaries (Buck Consultants in connection with making the "HUSSMANN PENSION PLAN BENEFICIARIES"estimates referred to in this Section 10.2(a). Hussmann and the Hussmann Subsidiaries Seller shall be solely liable and responsible for all Liabilities whatsoever arising provide benefits under the Hussmann Pension Plans and Hussmann ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Pension Plans against any benefit accrual under the Hussmann Pension Plans based on the same period of credited service. Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible to all Hussmann Seller's Pension Plan Beneficiaries for all Liabilities whatsoever to any Casper GCIU Covered Union Employee who terminates employment with respect to the Hussmann Pension Plans and Hussmann ERP at any time. Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Pension Plans, Hussmann Master Trust (defined below), Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann shall, as of a date Buyer on or prior to April 30, 2002 or any Casper USW Covered Union Employee who terminates employment with Buyer on or prior to March 31, 2001, including but not limited to, termination of employment by reason of retirement, death or disability, as if such employee had terminated employment for such reason and at such time from Seller. Seller shall provide benefits under Seller's Pension Plan to Covered Union Employees who terminate employment with Buyer subsequent to the Distribution Date expiration date of the applicable Collective Bargaining Agreement under the provisions of Seller's Pension Plan which are applicable to participants who are eligible to receive deferred vested, early or normal retirement benefits and, solely for purposes of determining whether a Transferred Employee is eligible for early or normal retirement under Seller's Pension Plan ("PENSION EFFECTIVE DATE"and not for any other purpose, including vesting and benefit accrual), adopt a Hussmann Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUST") substantially similar to the Xxxxxxx Master Trust and designate a trustee for Transferred Employee's service with Buyer after the Hussmann Master Trust for each expiration of the Hussmann applicable Collective Bargaining Agreement shall be taken into account as service under the Seller's Pension PlansPlan. As provided To enable Seller to determine the appropriate benefits payable under Seller's Pension Plan, Buyer shall notify Seller in the Xxxxxxx Master Trust, the Management Committee writing of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEE") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Master Trust, a PRO RATA portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Separated Employee) of the cash, securities and other assets in the Xxxxxxx Master Trust as determined solely by the Management Committee on or as soon as practicable after the Pension Effective Date. (3) On or as soon as administratively possible after the Distribution Date, Xxxxxxx shall terminate the Canadian Master Trust any Covered Union Employee who terminates employment with Buyer and the Management Committee shall cause the Canadian Master Trust to transfer assets to trusts participating in the Canadian Master Trust in accordance with the terms of the Canadian Master Trustreason for such termination.

Defined Benefit Pension Plans. (1) Hussmann shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN PENSION PLANSHussmann Pension Plans"), which are presently being funded by the Xxxxxxx Corporation Defined Benefit Master Trust ("XXXXXXX MASTER TRUSTXxxxxxx Master Trust"), and a nonqualified Hussmann Corporation Executive Retirement Plan ("HUSSMANN Hussmann ERP"), all of which Hussmann or a Hussmann Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann and Hussmann Subsidiaries (the "HUSSMANN PENSION PLAN BENEFICIARIESHussmann Pension Plan Beneficiaries"). Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Pension Plans and Hussmann ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Pension Plans against any benefit accrual under the Hussmann Pension Plans based on the same period of credited service. Hussmann and the Hussmann Subsidiaries shall be solely liable and responsible to all Hussmann Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Pension Plans and Hussmann ERP at any time. Hussmann and Hussmann Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Pension Plans, Hussmann Master Trust (defined below), Hussmann or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATEPension Effective Date"), adopt a Hussmann Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUSTHussmann Master Trust") substantially similar to the Xxxxxxx Master Trust and designate a trustee for the Hussmann Master Trust for each of the Hussmann Pension Plans. As provided in the Xxxxxxx Master Trust, the Management Committee of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEEManagement Committee") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Master Trust, a PRO RATA pro rata portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Separated Employee) of the cash, securities and other assets in the Xxxxxxx Master Trust as determined solely by the Management Committee on or as soon as practicable after the Pension Effective Date. (3) On or as soon as administratively possible after the Distribution Date, Xxxxxxx shall terminate the Canadian Master Trust and the Management Committee shall cause the Canadian Master Trust to transfer assets to trusts participating in the Canadian Master Trust in accordance with the terms of the Canadian Master Trust.

Defined Benefit Pension Plans. (1) Hussmann Midas shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN MIDAS PENSION PLANS"), which are presently being funded by the Xxxxxxx Corporation Defined Benefit Master Trust ("XXXXXXX MASTER TRUST"), and a nonqualified Hussmann Midas International Corporation Executive Retirement Plan ("HUSSMANN MIDAS ERP"), all of which Hussmann Midas or a Hussmann Midas Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann Midas and Hussmann Midas Subsidiaries (the "HUSSMANN MIDAS PENSION PLAN BENEFICIARIES"). Hussmann Midas and the Hussmann Midas Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Midas Pension Plans and Hussmann Midas ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Midas Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Midas Pension Plans against any benefit accrual under the Hussmann Midas Pension Plans based on the same period of credited service. Hussmann Midas and the Hussmann Midas Subsidiaries shall be solely liable and responsible to all Hussmann Midas Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Midas Pension Plans and Hussmann Midas ERP at any time. Hussmann Midas and Hussmann Midas Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Midas Pension Plans, Hussmann Midas Master Trust (defined below), Hussmann Midas or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann Midas shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATE"), adopt a Hussmann Midas International Corporation Defined Benefit Master Trust ("HUSSMANN MIDAS MASTER TRUST") substantially similar to the Xxxxxxx Master Trust and designate a trustee for the Hussmann Midas Master Trust for each of the Hussmann Midas Pension Plans. As provided in the Xxxxxxx Master Trust, the Management Committee of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEE") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Midas Master Trust, a PRO RATA portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Midas Separated Employee) of the cash, securities and other assets in the Xxxxxxx Master Trust as determined solely by the Management Committee on or as soon as practicable after the Pension Effective Date. (3) On or as soon as administratively possible after the Distribution Date, Xxxxxxx shall terminate the Canadian Master Trust and the Management Committee shall cause the Canadian Master Trust to transfer assets to trusts participating in the Canadian Master Trust in accordance with the terms of the Canadian Master Trust.

Defined Benefit Pension Plans. (1) Hussmann Midas shall continue, on and after the Distribution Date, qualified defined benefit pension plans ("HUSSMANN PENSION PLANSMidas Pension Plans"), which are presently being funded by the Xxxxxxx Corporation Defined Benefit Master Trust ("XXXXXXX MASTER TRUSTXxxxxxx Master Trust"), and a nonqualified Hussmann Midas International Corporation Executive Retirement Plan ("HUSSMANN Midas ERP"), all of which Hussmann Midas or a Hussmann Midas Subsidiary currently sponsors for current and former employees and beneficiaries of employees or former employees of Hussmann Midas and Hussmann Midas Subsidiaries (the "HUSSMANN PENSION PLAN BENEFICIARIESMidas Pension Plan Beneficiaries"). Hussmann Midas and the Hussmann Midas Subsidiaries shall be solely liable and responsible for all Liabilities whatsoever arising under the Hussmann Midas Pension Plans and Hussmann Midas ERP, and neither Xxxxxxx nor any Xxxxxxx Subsidiary shall have any Liabilities in respect thereof at any time, except to the extent such Liabilities relate to a benefit accrued by the Hussmann Midas Participant under a qualified defined benefit pension plan maintained by Xxxxxxx or a Xxxxxxx Subsidiary which is offset by the Hussmann Midas Pension Plans against any benefit accrual under the Hussmann Midas Pension Plans based on the same period of credited service. Hussmann Midas and the Hussmann Midas Subsidiaries shall be solely liable and responsible to all Hussmann Midas Pension Plan Beneficiaries for all Liabilities whatsoever with respect to the Hussmann Midas Pension Plans and Hussmann Midas ERP at any time. Hussmann Midas and Hussmann Midas Operating Company shall indemnify, defend and hold harmless the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees from and against any and all Losses of the Xxxxxxx Master Trust and the Xxxxxxx Indemnitees arising out of or due to the failure or alleged failure of the Hussmann Midas Pension Plans, Hussmann Midas Master Trust (defined below), Hussmann Midas or any of its Affiliates to pay, perform or otherwise discharge such Liabilities. (2) Hussmann Midas shall, as of a date on or prior to the Distribution Date ("PENSION EFFECTIVE DATEPension Effective Date"), adopt a Hussmann Midas International Corporation Defined Benefit Master Trust ("HUSSMANN MASTER TRUSTMidas Master Trust") substantially similar to the Xxxxxxx Master Trust and designate a trustee for the Hussmann Midas Master Trust for each of the Hussmann Midas Pension Plans. As provided in the Xxxxxxx Master Trust, the Management Committee of the Xxxxxxx Master Trust ("MANAGEMENT COMMITTEEManagement Committee") shall cause the Xxxxxxx Master Trust to transfer to the Hussmann Midas Master Trust, a PRO RATA pro rata portion (net of accrued expenses, contributions and benefits attributable to each and every Hussmann Midas Separated Employee) of the cash, securities and other assets in the Xxxxxxx Master Trust as determined solely by the Management Committee on or as soon as practicable after the Pension Effective Date. (3) On or as soon as administratively possible after the Distribution Date, Xxxxxxx shall terminate the Canadian Master Trust and the Management Committee shall cause the Canadian Master Trust to transfer assets to trusts participating in the Canadian Master Trust in accordance with the terms of the Canadian Master Trust.