Defined Benefit Retirement Plans. Tronox shall establish the Tronox Retirement Plan, which shall be substantially similar in all Material Features to the Xxxx-XxXxx Retirement Plan. In addition, Tronox shall establish the Tronox Benefits Restoration Plan, which shall be substantially similar in all Material Features to the defined benefit portion of the Xxxx-XxXxx Benefits Restoration Plan. Tronox may, but is not required to, establish a plan that mirrors the defined contribution portion of the Xxxx-XxXxx Benefits Restoration Plan.
Defined Benefit Retirement Plans. Employer shall grant [xxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxxxxxxx]o each Hired Employee for [xxxxxxxxxxxxxxxxxxxxx] purposes under Employers defined benefit retirement plan, [xxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxx]o such Hired Employees under Customers defined benefit retirement plan for such purposes.
Defined Benefit Retirement Plans. Within five business days after the Termination Date or, if later, the earliest time or times permitted under Internal Revenue Code Section 409A and related Federal regulations, if Mr./Ms. [Insert Name] is a participant in the Ferro Corporation Retirement Plan and/or the Ferro Corporation Supplemental Defined Benefit Plan for Executive Employees, then the Company will pay Mr./Ms. [Insert Name] an amount equal to the present value of the excess of –
(1) the benefits Mr./Ms. [Insert Name] that would have been paid or payable under such plans if Mr./Ms. [Insert Name] had continued her employment for 24 months after the Termination Date and such later date were the date of employment termination under such plans, assuming for this purpose that –
(a) Mr./Ms. [Insert Name]’s age is increased by 24 months, and
(b) Mr./Ms. [Insert Name]’s “Credited Basic Compensation” (as defined in such plan) for purposes of such plans is Mr./Ms. [Insert Name]’s Credited Basic Compensation determined as of March 31, 2006, over
(2) the benefits paid or payable to Mr./Ms. [Insert Name] under such plans as of the Termination Date (if any). For purposes of calculating such amount, the provisions of such plans and the assumptions, including, without limitation, interest rate and mortality assumptions used for calculating lump sum distributions, in effect as of Termination Date will apply or, if more favorable to Mr./Ms. [Insert Name], the provisions and assumptions existing immediately before the Change in Control, will apply.
Defined Benefit Retirement Plans. Purchaser agrees that, (A) effective as of the first day after the Closing Date, Transitioning Employees shall be eligible to participate in Purchaser’s defined benefit plan(s) on the same basis as the Purchaser’s similarly situated employees are then eligible to participate, and (B) Purchaser shall recognize under each of Purchaser’s defined benefit plans all the Transitioning Employee’s service with Seller completed prior to the Closing for purposes of eligibility to participate and vesting under each such plan, but not for purposes of determining the amount of benefit accrual under the plan.
Defined Benefit Retirement Plans. 45 Section 8.03.
Defined Benefit Retirement Plans. (a) Effective as of the Closing Date, Seller shall take all necessary actions to cause the Seller DB Plan to be amended (i) to freeze, effective immediately prior to the Closing Date, future benefit accruals with respect to Transferred Employees and Bridge Employees, and (ii) to provide for the direct trust-to-trust transfer of assets and the assumption of liabilities as contemplated herein.
(b) Prior to the Closing Date, Buyer or one of its Subsidiaries shall establish or designate a defined benefit pension plan which shall be qualified under Section 401(a) of the Code (the "Buyer DB Plan") effective as of the Closing Date covering Transferred Individuals. As soon as practicable following the establishment of the Buyer DB Plan, Seller and Buyer shall file with the IRS proper notice on IRS Form 5310 regarding the transfer of assets and liabilities from the Seller DB Plan to the Buyer DB Plan.
(c) As soon as practicable after the Closing Date, following receipt by Buyer and Seller of favorable determination letters or Buyer's certification to Seller, and Seller's certification to Buyer, in a manner reasonably acceptable to both Seller and Buyer, that the Buyer DB Plan and Seller DB Plan are qualified under the applicable provisions of the Code, the assets and liabilities associated with all Transferred Individuals shall be transferred from the Seller DB Plan to the Buyer DB Plan. The amount of assets accumulated to provide pension benefits in the Seller DB Plan that will be transferred shall be the amount which would be allocated to Transferred Individuals if the Seller DB Plan were terminated as of the Closing Date and assets were allocated to participants in accordance with Section 4044 of ERISA (i) using the methodology of the PBGC for plan terminations, (ii) using the interest rate and mortality tables used by the PBGC and effective at the Closing Date for valuing annuities, (iii) assuming participants not in pay status will retire and elect a lump sum under the Plan commencing at expected retirement age, as determined in accordance with Appendix D of PBGC Regulation 2619, (iv) using for purposes of determining the lump sum value the interest rate and mortality table specified in the Seller DB Plan for valuing lump sums and effective for lump sums made as of the Closing Date, and (v) without regard to any assets or liabilities associated with any account under the Seller DB Plan maintained pursuant to Section 401(h) of the Code. In no event will the ass...
Defined Benefit Retirement Plans. Within five business days after the Termination Date or, if later, the earliest time or times permitted under Internal Revenue Code Section 409A and related Federal regulations, if Xx. Xxxxxx is a participant in the Ferro Corporation Retirement Plan and/or the Ferro Corporation Supplemental Defined Benefit Plan for Executive Employees, then the Company will pay Xx. Xxxxxx an amount equal to the present value of the excess of –
(1) the benefits Xx. Xxxxxx that would have been paid or payable under such plans if Xx. Xxxxxx had continued his employment for 36 months after the Termination Date and such later date were the date of employment termination under such plans, assuming for this purpose that –
(a) Xx. Xxxxxx’ age is increased by 36 months, and
(b) Xx. Xxxxxx’ “Credited Basic Compensation” (as defined in such plan) for purposes of such plans is Xx. Xxxxxx’ Credited Basic Compensation determined as of March 31, 2006, over
(2) the benefits paid or payable to Xx. Xxxxxx under such plans as of the Termination Date (if any). For purposes of calculating such amount, the provisions of such plans and the assumptions, including, without limitation, interest rate and mortality assumptions used for calculating lump sum distributions, in effect as of Termination Date will apply or, if more favorable to Xx. Xxxxxx, the provisions and assumptions existing immediately before the Change in Control, will apply.
Defined Benefit Retirement Plans. 16
4.01. Establishment of Mirror Retirement Plan and Trust. 16
4.02. Assumption of Pension Plan Liabilities. 16 4.03. Transfer of Assets. 16 4.04. Pension Plan Transfer Amount. 17
Defined Benefit Retirement Plans. Effective as of the first day after the Closing Date, Purchaser shall amend any existing defined benefit pension plans to provide for (A) the immediate participation of the Transitioning Employees on the same basis as the Purchaser's similarly situated employees are then eligible to participate, and (B) the recognition under each such plan of all the Transitioning Employee's service with Seller completed prior to the Closing only for purposes of eligibility to participate and vesting under each such plan, but not for purposes of determining the amount of benefit accrual under the plan. Seller and Purchaser acknowledge that the provisions of this Section 11.2(b)(i) do not require Purchaser to provide the Transitioning Employees or their otherwise eligible spouses and dependents with Retiree Coverages. (ii)
Defined Benefit Retirement Plans. 3.01. Establishment of Mirror Retirement Plan and Trust.
