Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) Effective as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective Without limiting the generality of Section 12.01(b), effective as of the effective time of the Closingapplicable Closing Date, the Purchaser shall, or shall establish or amend cause its tax-qualifiedAffiliates to, have in effect a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b“Purchaser 401(k) All Transferring Employees Plan”) providing benefits as of the Closing Date, shall be fully vested applicable Transfer Time to the Transferred Employees participating in their account balances under the Seller's any tax-qualified defined contribution plans plan sponsored by Seller or any of its Affiliates (collectively, the "Seller's Defined Contribution Plans"“Seller 401(k) and shall be entitled Plan”) immediately prior to either the applicable Transfer Time. As soon as practicable following (i) the presentation to Seller of (A) an immediate distribution Internal Revenue Service letter of their account balances in accordance with determination that the terms of each such plan, (iiPurchaser 401(k) maintain such amounts in Plan meets the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person requirements for qualification under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1401(a) of the Code and (B) a certificate, in form and substance reasonably satisfactory to Seller, certifying that (1) the aforementioned letter of determination has not been revoked and (2) to the knowledge of Purchaser, no event has occurred or is reasonably expected to occur that would cause the Purchaser 401(k) Plan to cease to satisfy the requirements of ERISA and Section 401(a) of the regulations promulgated thereunder. FurtherCode or cause the trust forming a part thereof to cease to satisfy the requirements of Section 501(a) of the Code, no transfer shall be made unless and until (ii) the completion of all blackout periods for the Seller 401(k) Plan and (iii) the Purchaser each provide each other with a current favorable determination letter from the IRS as presentation to the qualification Seller of its respective plan. (c) Upon completion of instructions for the transfer of the assets described of the Seller 401(k) Plan to the trustee of the Purchaser 401(k) Plan, Seller shall cause to be transferred to the Purchaser 401(k) Plan the assets and liabilities from the Seller 401(k) Plan for the Transferred Employees (excluding those employees who retired effective on or prior to the date of transfer, except as otherwise elected by said retiree) in SECTION 10.4(b)accordance with applicable requirements of the Code. Purchaser shall administer the accounts of Transferred Employees in the Purchaser 401(k) Plan in accordance with all applicable requirements of the Code. Such transfer of assets shall consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit liabilities in the Seller 401(k) Plan for the Transferred Employees and their respective beneficiaries, including accrued benefit liabilities arising under any applicable qualified domestic relations order. Purchaser shall direct the trustee of the Purchaser 401(k) Plan to accept such transfer of assets and liabilities from the Seller 401(k) Plan. Upon such transfer of assets, the Purchaser's Defined Contribution Purchaser 401(k) Plan shall assume the accrued benefit liabilities under the Seller's Defined Contribution Plans Seller 401(k) Plan solely with respect to Transferring the amount of the transferred accrued benefits with respect to the Transferred Employees and Seller shall not have any further accrued benefit liability under the Seller 401(k) Plan with respect to the amount of accrued benefits transferred to the Purchaser 401(k) Plan for said Transferred Employees and their respective beneficiaries; provided, however, that Purchaser shall not assume, and Seller shall retain, all liabilities with respect to the Seller 401(k) Plan other than such accrued benefit liabilities. In order to implement this Section 12.02(a), Purchaser and Seller shall cooperate in the exchange of information, notification to Transferred Employees, and neither in the preparation of any documentation required to be filed with any governmental agency. Without limiting the generality of the foregoing, Seller shall promptly provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the trust-to-trust transfer described herein may be accepted into the Purchaser 401(k) Plan in accordance with applicable Law. For the avoidance of doubt, Seller shall 100% vest or cause to be 100% vested, as of the applicable Closing Date, the accounts under the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered 401(k) Plan for all purposes as having been satisfied as a result of such transferTransferred Employees. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective as of the effective time Closing Date, Transferred Employees shall no longer actively participate in the Seller's defined contribution plans listed in Section 6.04 of the ClosingDisclosure Schedule. Effective as of the Closing Date, the Purchaser shall establish or amend its tax-qualified, maintain a defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that ) for Transferred Employees containing terms substantially identical (other than terms relating to investment in stock of the Purchaser) to those of The Reynxxxx xxx Reynxxxx Xxxpany 401(k) Savings Plan (the "SELLER'S DEFINED CONTRIBUTION PLAN") and in compliance with applicable collective bargaining agreements and shall provide, subject to SECTION 10.1(e), credit Transferred Employees for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's their service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances Seller for participation and vesting purposes under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In As soon as practicable following the event thatClosing Date, pursuant and upon receipt by the Seller and by the Purchaser of the officer's certificates or opinions of counsel referred to clause SECTION 10.4(b)(iii)below, any Transferring Employee elects the Seller shall cause to transfer her or her account balances be transferred from the Seller's Defined Contribution Plan to the Purchaser's Defined Contribution Plan, then and the Seller Purchaser shall cause the trustee or trustees of Purchaser's Defined Contribution Plan to accept, assets equal to the one or more finalized account balances of such Transferred Employees who participated in the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of Plan. The Seller shall insure that such Person under Transferred Employees do not receive in-service distributions from the Seller's Defined Contribution PlansPlan after the Closing Date and in advance of such transfer. Each As a condition to such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Furthertransfer, no transfer shall be made unless and until the Seller and the Purchaser each provide each shall be entitled to receive from the other with an officer's certificate or an opinion of counsel to the effect that the Seller's Defined Contribution Plan, and the Purchaser's Defined Contribution Plan, as the case may be, either (i) have received a current recent favorable determination letter from the IRS Internal Revenue Service as to their qualification under the Code, and nothing has occurred since the date of such letter which would cause the loss of such qualification of or (ii) substantially complies by its respective plan. (c) Upon completion terms with the relevant qualification provisions of the transfer of assets described in SECTION 10.4(b)Internal Revenue Code, and the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans plan sponsor will timely apply for a favorable determination letter with respect to Transferring Employeesthe plan, and neither will make whatever changes to the Seller nor plan as are requested by the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied Internal Revenue Service as a result condition of such transferqualification. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective The accounts under the Xxxxxxx Controls Savings Plan of all Active Employees of the Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the effective time Closing Date and shall be distributable according to the terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the SellerCode. (b) All Transferring Employees as of the Closing Date, Purchaser shall be fully vested in their permit any Transferred Employee who has an account balances balance under the Seller's defined contribution plans Savings Plan (the a "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEEParticipant") to transfer to the trustees rollover (whether by direct or other funding agent indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the Purchaser's Defined Contribution Code) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person a retirement plan maintained by Purchaser intended to qualify under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1401(a) of the Code and which contains a cash or deferred feature under Section 401(k) of the Code ("Purchaser 401(k) Plan"). Purchaser 401(k) Plan shall not impose any waiting periods, service requirements of ERISA and or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the regulations promulgated thereunderSavings Plan into Purchaser 401(k) Plan. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Savings Plan shall assume the benefit liabilities under the Sellernot place any Participant's Defined Contribution Plans plan loan into default or declare a default with respect to Transferring Employeesany plan loan so long as such Participant transfers his or her account balance under the Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and neither continued by Purchaser 401(k) plan in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller nor shall amend the Seller's Defined Contribution Plans Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall have any further obligation or responsibility cooperate with each other (and cause the trustees of the Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result the rollover of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable distributions to the employment period prior to the Closing Date from the Seller's Defined Contribution PlansParticipants.

Defined Contribution Plans. (aA) Effective as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms active participation of each such plan, (ii) maintain such amounts Transferred Employee and Former Employee in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Transferred Defined Contribution Plans (as set forth on Schedule 5.9(g)(i)(A)) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE"Code) to transfer shall, to the trustees or other funding agent extent permitted by the terms of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Transferred Defined Contribution Plans. Each such transfer shall comply , be given the option to receive a complete distribution of his or her account balance(s), in accordance with Section 414(1401(k) of the Code and the requirements of ERISA and the regulations promulgated thereunder. FurtherIf a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balance(s), then such account balance(s) will be transferred in accordance with Section 5.9(g)(i)(C) below. (B) As soon as practicable (but in no event more than 60 days) after the Closing, the Buyers shall establish or designate one or more defined contribution plans to receive the transfer of account balances from Seller Defined Contribution Plans, and shall make any and all filings and submissions to the appropriate Governmental Authority required to be made unless and until by it in connection with the Seller and transfer of assets described below. As soon as practicable after the Purchaser each provide each other with Closing, Buyers shall procure either a current favorable determination letter from the IRS Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the qualification date of its respective plantransfer, or prior to the Closing an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined contribution plan satisfy the applicable requirements of Section 401 of the Code. (cC) Upon completion As soon as practicable after the Buyers have established or designated successor plans and procured a favorable determination letter or opinion of counsel, all as provided above, the Seller shall cause the trustees of the Transferred Defined Contribution Plans to transfer in the form of cash or, upon mutual consent, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind), in accordance with 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 208 of ERISA, the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or withdrawal payments in respect of Transferred Employees and Former Employees prior to the transfer date, to the trustee of the successor defined contribution plan. Such transfer of assets to occur as soon as administratively practicable following the Closing Date. (D) In consideration of the transfer of assets hereunder, the Buyers shall, effective as of the transfer date described in SECTION 10.4(bSection 5.9(g)(i)(C) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(i)(C) above, effective as of the transfer date, to assume all of the obligations of the Transferred Defined Contribution Plans, in each case, solely in respect of account balances of Transferred Employees and Former Employees under the Transferred Defined Contribution Plans (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the transfer date). The Buyers shall not assume any Transferred Defined Contribution Plan or any other obligations or liabilities, except as provided in Section 5.9(g), arising under or attributable to the Transferred Defined Contribution Plans. (ii) As of the Closing Date, the Buyers or one of their designated Affiliates shall assume the Assumed Defined Contribution Plans (as set forth on Schedule 5.9(g)(ii)). With respect to the Xxxxx Equipment Company Retirement Program for Salaried Employees, as amended and restated effective January 1, 1997 (the “Xxxxx Salaried Plan”), the Purchaser's Defined Contribution Plan Sellers and the Buyers shall assume cooperate to cause the benefit liabilities trustees of the accounts under the Seller's Leveraged Employee Stock Ownership Plan (the “LESOP”) in respect of Non-Transferring Employees to segregate such account balances and effect the transfer of such LESOP account balance to the Sellers, other than such LESOP accounts which are attributable in any respect to the Xxxxx Salaried Plan (to the extent permitted by applicable Law and without any material adverse impact on the LESOP or the qualified retirement plans of the Sellers or the Buyers). The Buyers shall be solely and entirely responsible for satisfying any and all obligations and liabilities with respect to Business Employees or Former Employees (including any beneficiaries or dependents thereof) with respect to the Assumed Defined Contribution Plans with respect (including to Transferring Employees, and neither whatever extent related to the Seller nor the Seller's Xxxxx Salaried Plan or any other Assumed Defined Contribution Plans Benefit Plan). The Sellers shall have any further obligation no liability whatsoever (either under this Agreement or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied otherwise including as a result of such transfer. (dBuyers’ failure to establish or designate an applicable successor plan) with respect to Transferred Employees for benefits under the Assumed Defined Contribution Plans. The Seller Sellers and the Buyers shall reflect on take all actions necessary and appropriate to establish the Balance Sheet any accrued contributionsBuyers as successors to all of the Sellers rights, including the company matchassets, employee contributions duties, liabilities and profit sharing contributions, if applicable, attributable obligations under or with respect to the employment period prior to the Closing Date from the Seller's Assumed Defined Contribution Plans. (iii) With respect to the Non-Qualified Defined Contribution Plans (as set forth on Schedule 5.9(g)(iii)), Sellers shall retain all obligations and liabilities under these plans. As of the Closing Date, all Transferred Employees and Former Employees shall cease active participation in the Non-Qualified Defined Contribution Plans. Sellers shall remain responsible for the distribution of account balances to the Transferred Employees pursuant to the terms of the applicable plan document, and Buyers shall not have any liability whatsoever (either under this Agreement or otherwise) with respect to the Transferred Employees for the distribution of account balances under the Non-Qualified Defined Contribution Plans.

Defined Contribution Plans. (ai) Effective as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, the active participation of each Transferred Employee and Former Employee in the Xxxxxxxxx-Xxxx Company Employee Savings Plan (the “Seller 401(k) Plan”) and the I-R/Xxxxx Leveraged Employee Stock Ownership Plan (the “Seller LESOP”) (collectively, the “Seller Defined Contribution Plans”) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the Code) shall, to the minimum extent required by the terms of the Seller Defined Contribution Plans, be fully vested given the option to receive a complete distribution of his or her account balance(s), in their accordance with Section 401(k) of the Code and the regulations promulgated thereunder. If a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balances under balance(s), then such account balance(s) will be transferred in accordance with Section 5.9(g)(ii) below. (ii) As soon as practicable after the Seller's Closing, the Buyers shall establish or designate one or more defined contribution plans (to receive the "Seller's transfer of account balances from Seller Defined Contribution Plans") , and shall make any and all filings and submissions to the appropriate Governmental Authority required to be entitled made by it in connection with the transfer of Assets described below. As soon as practicable following the earlier of the delivery to either (i) the Sellers of a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the date of transfer, or delivery of an immediate distribution opinion of their account balances in accordance with counsel to Buyers reasonably satisfactory to the Sellers that the terms of each such planthe successor defined contribution plan are drafted with the intent to satisfy the applicable requirements of Section 401 of the Code, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one Seller Defined Contribution Plans to transfer in the form of cash or, at the Buyer’s option, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind) the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or more withdrawal payments in respect of Transferred Employees and Former Employees prior to the Seller's transfer date, to the trustee of the successor defined contribution plan. (iii) In consideration of the transfer of Assets hereunder, the Buyers shall, to the extent of the value of the Assets transferred, effective as of the transfer date described in Section 5.9(g)(ii) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(ii) above, effective as of the transfer date, to the extent of the value of the Assets transferred, to assume all of the obligations of the Seller Defined Contribution Plans, in each case, in respect of account balances of Transferred Employees and Former Employees under the Seller Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the trustees or other funding agent of the Purchaser's transfer date). The Buyers shall not assume any Seller Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person or any other obligations or Liabilities arising under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Seller Defined Contribution Plans. (iv) Effective as of the Closing Date and to the extent permitted by the terms of the applicable plan or at the time otherwise due under the applicable plan,, Sellers shall or shall cause one of their Affiliates to distribute to or on behalf of each Transferred Employee all benefits accrued on behalf of such Transferred Employee under the IR Executive Deferred Compensation Plan, the IR Executive Deferred Compensation Plan II, Management Incentive Unit Plan of Xxxxxxxxx-Xxxx Company, and the Xxxxxxxxx-Xxxx Company Supplemental Employee Savings Plans in accordance with the terms thereof, and the Sellers shall be solely responsible for all obligations and Liabilities under such plans.

Defined Contribution Plans. (a) Effective As soon as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of practicable after the Closing Date, but in no event later than sixty days after the Closing Date, Buyer shall be fully vested in their account balances under the Seller's designate an existing defined contribution savings plan of Buyer and Trust qualifying under Section 401(a) and Section 501(a) of the Code or shall have established (or shall have caused the Company to establish) one or more qualified defined contribution savings or thrift plans and a related trust or trusts thereunder intended to qualify under Section 401(a) and Section 501(a) of the Code (the "Buyer's Thrift Plan"). The Kaman Corporation Thrift and Retirement Plan ("Seller's Defined Contribution PlansThrift Plan") and provides, or Seller shall cause Seller's Thrift Plan to be entitled amended to either provide, (i) for 100% vesting of all accounts of Kaman Employees under Seller's Thrift Plan and of all income earned on such accounts and (ii) that a distribution from Seller's Thrift Plan may be made on account of a bona fide distribution event as set forth in Code Section 401(k)10, that Kaman Employees participating in Seller's Thrift Plan shall have the option to retain their account balance in Seller's Thrift Plan or to make an immediate distribution elective transfer of their full account balances balance in accordance with Treasury Regulation 1.411(d)-4, Q&A3(b) to Buyer's Thrift Plan and that such elective transfers shall include the transfer of notes representing plan loans to participants. Buyer's Thrift Plan provides, or Buyer shall cause Buyer's Thrift Plan to be amended to provide, (i) for acceptance of elective transfers from Seller's Thrift Plan under Treasury Regulation 1.411(d)-4, Q&A3(b), including provision for acceptance of the elective transfer of notes representing plan loans to participants, (ii) for 100% vesting of all such transferred accounts and all income earned on such transferred accounts, and (iii) for recognition for all purposes under Buyer's Thrift Plan all service that was recognized under Seller's Thrift Plan to the extent such service was recognized under Seller's Thrift Plan. Seller and Buyer agree that any elective transfers made pursuant to this Section 7.1(d) are intended by the parties hereto to qualify as rollover distributions for income tax purposes. At the Closing, in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans Thrift Plan, the Company shall cease being a participating company in accordance with their termsSeller's Thrift Plan and both employer and employee contributions to such plans shall cease at the Closing Date for all Kaman Employees. As of the first regular enrollment date under Buyer's Thrift Plan next following the Closing Date, or (iii) transfer their respective account balances (including any unpaid participant loans Kaman Employees will be eligible to immediately participate in such accounts) directly to the PurchaserBuyer's Defined Contribution Thrift Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Buyer and Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from such records and information as may be necessary or appropriate to carry out their respective obligations under this Section or for the IRS as to purposes of administration of Buyer's Thrift Plan, and each shall cooperate in the qualification filing of its respective plan. (c) Upon completion of documents required by the transfer of assets and liabilities described in SECTION 10.4(b)herein after the Closing Date. Notwithstanding anything contained herein to the contrary, between the Purchaser's Defined Contribution Plan Closing Date and the date of transfer, Seller shall assume the benefit liabilities under administer the Seller's Defined Contribution Plans Thrift Plan with respect to Transferring Kaman Employees, and neither the Seller nor the at Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transferexpense. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective The accounts under the Johnson Controls Savings Plan of alx Xxxxxe Employees of the Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the effective time Closing Date and shall be distributable according to the terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the SellerCode. (b) All Transferring Employees as of the Closing Date, Purchaser shall be fully vested in their permit any Transferred Employee who has an account balances balance under the Seller's defined contribution plans Savings Plan (the a "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEEParticipant") to transfer to the trustees rollover (whether by direct or other funding agent indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined under Section 402(c)(4) of the Purchaser's Defined Contribution Code) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person a retirement plan maintained by Purchaser intended to qualify under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1401(a) of the Code and which contains a cash or deferred feature under Section 401(k) of the Code ("Purchaser 401(k) Plan"). Purchaser 401(k) Plan shall not impose any waiting periods, service requirements of ERISA and or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the regulations promulgated thereunderSavings Plan into Purchaser 401(k) Plan. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Savings Plan shall assume the benefit liabilities under the Sellernot place any Participant's Defined Contribution Plans plan loan into default or declare a default with respect to Transferring Employeesany plan loan so long as such Participant transfers his or her account balance under the Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and neither continued by Purchaser 401(k) plan in a manner substantially similar to the Savings Plan. Purchaser shall amend Purchaser 401(k) Plan and Seller nor shall amend the Seller's Defined Contribution Plans Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller and Purchaser shall have any further obligation or responsibility cooperate with each other (and cause the trustees of the Savings Plan and Purchaser 401(k) Plan to cooperate with each other) with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result the rollover of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable distributions to the employment period prior to the Closing Date from the Seller's Defined Contribution PlansParticipants.

Defined Contribution Plans. (ai) Effective Following the Closing Date, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the effective time of Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately Buyer’s Benefits Department no later than 30 days following the Closing Date. The Purchaser, and (B) at the same time as such employee rolls over his or her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's Defined Contribution 401(k) Plan shall take into account recognize for all purposes of eligibility and vesting each Transferring Employee's all service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances Kaman Employees and the Subsidiary Employees that was recognized under the Seller's defined contribution plans (Thrift Plan as if it were service rendered to Buyer. At the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances Closing, in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Thrift Plan, then the Seller Company and each applicable Subsidiary shall cause cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plan shall cease at the trustee or trustees Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment payroll period that occurs prior to the Closing Date from the Date. In addition, each of Seller and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan of any loans outstanding under Seller's Defined Contribution Plans’s Thrift Plan.

Defined Contribution Plans. (a) Effective As soon as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately practicable following the Closing Date. The Purchaser's Defined Contribution Plan , Buyer (or one of its Affiliates) shall take into account all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting vesting. As soon as reasonably practicable after such date as the Sellers have been provided (i) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code but no earlier than seventy-five (75) days after the Effective Date (the date of transfer, the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee's service Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Seller. (b) All Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. No later than thirty (30) days following the Closing Date, the Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller 401(k) Plan, (ii) details of any outstanding plan loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective As soon as of the effective time of the Closing, the Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately practicable following the Closing Date. The Purchaser's Defined Contribution Plan , Buyer (or one of its Affiliates) shall take into account all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting vesting. As soon as reasonably practicable after such date as the Sellers have been provided (i) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code (the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee's service Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Seller. (b) All Code. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for the period up to and including the Closing Date. No later than thirty (30) days following the Closing Date, the Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller 401(k) Plan, (ii) details of any outstanding plan loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans with respect to Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) Effective as of the effective time As of the Closing, Bordxx xxxll cause the Purchaser shall establish or amend its tax-qualifiedactive participation by the Business Employees in the Bordxx, defined contribution plan Xxc. Retirement Savings Plan, -92- 100 the Bordxx, Xxc. Union Savings Plan and the Bordxx, Xxc. Associate Savings Plan (collectively, the "PURCHASER'S DEFINED CONTRIBUTION PLANSavings Plans"), that shall provide, subject ) to SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Datecease. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. Bordxx xxxll (bi) All Transferring Employees as of the Closing Datecause the trustees of the Savings Plans to identify, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms applicable spinoff provisions set forth under Section 414(l) of each such planthe Code, the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) maintain such amounts as soon as practicable (but in no event later than nine months) after the Seller's Defined Contribution Plans in accordance with their termsClosing, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Purchaser's Defined Contribution Plan. In the event that, pursuant Savings Plans and related trust agreements necessary to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 414(1) of the Code and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the Seller and the Purchaser each provide each other with a current favorable determination letter from the IRS as to the qualification of its respective plan. (c) Upon completion of for the transfer of assets described in SECTION 10.4(b), the Purchaser's Defined Contribution Plan this Section 7.8. The Savings Plans shall assume the benefit liabilities under the Seller's Defined Contribution Plans be amended to provide that (i) there shall be no contributions thereto with respect to Transferring Employees, the Business Employees for periods after the Closing and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which (ii) all transferred employer contributions shall be considered for all purposes as having been satisfied as a result of such transferfully vested. (db) The Seller Parent shall reflect on (i) give Bordxx xxxtten notice of the Balance Sheet name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period event prior to the Closing Date from the Seller's Defined Contribution Plans.date on which such transfer is to occur; and (ii) as soon as