Employer Stock Fund. Participants in the D&B Savings Plan who, immediately prior to the Effective Time, have balances in the D&B Common Stock fund shall have such balances converted, as of the Effective Time, to units in a pooled stock fund consisting of D&B Common Stock, Cognizant Common Shares and ACNielsen Common Shares. The initial ratio of stock in the pooled stock fund shall be one share of D&B Common Stock to one share of Cognizant Common Shares to 1/3 share of ACNielsen Common Shares. The percentage interest of each participant in the pooled stock fund as of the Effective Time shall equal such participant's percentage interest in the D&B Common Stock fund immediately prior to the Effective Time. Each of the Cognizant Savings Plan and ACNielsen Savings Plan shall maintain a pooled stock fund, to which the pooled stock fund assets of Cognizant Transferred Savings Plan Employees and ACNielsen Transferred Savings Plan Employees in the D&B Savings Plan shall be transferred on the Cognizant Savings Plan Transfer Date and the ACNielsen Savings Plan Transfer Date (as the case may be). From and after the Effective Time, a participant may liquidate his or her units in the pooled stock fund and invest the proceeds thereof in any other investment option available under the applicable plan. A participant may not acquire additional units in the pooled stock fund from or after the Effective Time.
Employer Stock Fund. (a) Participants in the IMS Health Savings Plan who, immediately prior to the Effective Time, have balances in the IMS Health Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in a pooled stock fund consisting of IMS Health Common Stock and Synavant Inc. Common Stock. The initial ratio of stock in the pooled stock fund shall be one share of Synavant Inc. Common Stock to every twenty shares of IMS Health Common Stock. The percentage interest of each participant in the pooled stock fund as of the Effective Time shall equal such participant's percentage interest in the IMS Health Common Stock fund immediately prior to the Effective Time. The Synavant Inc. Savings Plan shall maintain a pooled stock fund, to which the pooled stock fund assets of Synavant Inc. Transferred Savings Plan Employees in the IMS Health Savings Plan shall be transferred on the Synavant Inc. Savings Plan Transfer Date. Notwithstanding the foregoing, the IMS Health Savings Plan shall transfer the units of IMS Health Common Stock from the pooled stock fund into the IMS Health Common Stock fund and the Synavant Inc. Savings Plan shall transfer the units of Synavant Inc. Common Stock from the pooled stock fund into the Synavant Inc. Common Stock fund.
(b) Within nine months after the Distribution Date, each participant shall liquidate his or her units of Nonemployer Stock in the pooled stock fund and invest the proceeds thereof in any other investment option available under the applicable plan. If the participant does not liquidate such units, such units shall be liquidated and invested in a fixed income investment option available under the applicable plan.
(c) A participant may not acquire additional units in the pooled stock fund from or after the Effective Time.
Employer Stock Fund. (b) Neither a Moody's Savings Plan participant nor a Corporation Savings Plan participant may transfer or contribute any amounts to a Nonemployer Stock fund from or after the Effective Time.
Employer Stock Fund. (a) Participants in the Corporation Savings Plan who, immediately prior to the Effective Time, have balances in the Corporation Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in two stock funds. The Corporation Savings Plan shall maintain one stock fund consisting of only RHD Common Stock ("RHD Stock Fund") and one stock fund consisting of only New D&B Common Shares ("New D&B Stock Fund"). Each stock fund shall initially consist of an equal number of shares. The initial percentage interest of each participant in each stock fund as of the Effective Time shall equal such participant's percentage interest in the Corporation Common Stock fund immediately prior to the Effective Time. The RHD Savings Plan shall maintain a nonemployer stock fund to which the New D&B Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date. The RHD Savings Plan shall also maintain an employer stock fund to which the RHD Stock Fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date.
(b) Prior to the end of the sixth month after the Distribution Date, each participant shall liquidate his or her units of Nonemployer Stock in the nonemployer stock fund and invest the proceeds thereof in any other investment option available under the applicable plan. If the participant does not 14 liquidate such units, such units shall be liquidated and invested in either a fixed income investment option or an employee stock fund option available under the applicable plan as determined by RHD or New D&B.
(c) A participant may not transfer or contribute any amounts to a nonemployer stock fund from or after the Effective Time.
Employer Stock Fund. (a) Participants in the Corporation Savings Plan who, immediately prior to the Effective Time, have balances in the Corporation Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in a pooled stock fund consisting of Corporation Common Stock and IMS Health Common
Employer Stock Fund. Effective as of the Employee Transfer Date, an IMPCO Common Stock fund shall be added as an investment option to the Quantum Savings Plan, and the IMPCO Savings Plan shall provide for both an IMPCO Common Stock fund and a Quantum Common Stock fund as investment options. The Quantum Common Stock fund in the IMPCO Savings Plan and the IMPCO Common Stock fund in the Quantum Savings Plan are each referred to as a "Non-Employer Stock Fund" with respect to the applicable Plan. Unless IMPCO and Quantum agree otherwise, each Non-Employer Stock Fund shall be maintained under the respective Plan through ____________, 2002. After such date, IMPCO and Quantum agree to cooperate with each other with respect to the disposition of the stock when either party decides to liquidate or otherwise terminate the Non-Employer Stock Fund in its Savings Plan. In the absence of any agreement regarding such liquidation, the liquidation of each Non-Employer Stock Fund shall be made in a ratable manner over a period of twelve months. The IMPCO Savings Plan and the Quantum Savings Plan shall each provide that, after the Distribution Date, no new contributions may be invested in, and no amounts may be transferred from other investment options to the Non-Employer Stock Fund under the respective Plan (except for the distribution of Quantum Common Stock in respect of outstanding shares of IMPCO Common Stock effected by the Distribution). To the extent the parties determine it is necessary to preserve the tax status of the Distribution under the Code, the IMPCO Savings Plan shall provide that no earnings or dividends under its Non-Employer Stock Fund may be reinvested in Quantum Common Stock and the Quantum Savings Plan shall provide that no earnings or dividends under its Non-Employer Stock Fund may be reinvested in IMPCO Common Stock; provided, however, this requirement shall not prohibit such earnings and dividends from remaining in the applicable Non-Employer Stock Fund as cash or as an amount that is invested in any non-stock investment in such fund.
Employer Stock Fund. (a) Participants in the Corporation Savings Plan who, immediately prior to the Effective Time, have balances in the Corporation Common Stock fund shall have such balances converted, as of the Effective Time, to the extent applicable, to units in a pooled stock fund consisting of RHD Common Stock and New D&B Common Shares. The initial ratio of stock in the pooled stock fund shall be one share of RHD Common Stock to one share of New D&B Common Shares. The percentage interest of each participant in the pooled stock fund as of the Effective Time shall equal such participant's percentage interest in the Corporation Common Stock fund immediately prior to the Effective Time. The RHD Savings Plan shall maintain a pooled stock fund, to which the pooled stock fund assets of RHD Transferred Savings Plan Employees in the Corporation Savings Plan shall be transferred on the RHD Savings Plan Transfer Date.
(b) Prior to the Distribution Date, a participant in the Corporation Savings Plan may make a one-time election to exchange his or her Nonemployer Stock for a number of shares of Employer Stock of equivalent value (as determined below) held immediately after the Distribution Date by another participant who has made such an election. The number of shares of RHD Common Stock that shall be exchanged for each New D&B Common Share shall equal the number of shares of RHD Common Stock so exchanged multiplied by a fraction, the numerator of which equals the average of high and low trading prices of a New D&B Common 14 Share over the five trading days occurring immediately after the Distribution Date, and the denominator of which equals the average of high and low trading prices for such five-day period of a share of RHD Common Stock. In the event that there are not enough shares available to satisfy the elections of all participants, each participant's shares shall be exchanged on a pro rata basis.
(c) Prior to the six month anniversary of the Distribution Date, each participant shall liquidate his or her units of Nonemployer Stock in the pooled stock fund and invest the proceeds thereof in any other investment option available under the applicable plan. If the participant does not liquidate such units, such units shall be liquidated and invested in a fixed income investment option available under the applicable plan.
(d) A participant may not acquire additional shares in the pooled stock fund from or after the Effective Time.
Employer Stock Fund. (a) The Employer Stock Fund shall consist of and be invested in Stock and such short-term temporary investments and such cash balances as the Named Fiduciary with respect to Stock deems appropriate. It is generally expected that the Stock will represent approximately the range of total assets, selected by the Employer in Option 15(g) of the Profit Sharing Plan Adoption Agreement and the remainder of the Employer Stock Fund will consist of cash reserves and temporary investments. The Named Fiduciary with respect to Stock may from time to time as to the percentage (or percentage range) of total assets of the Employer Stock Fund which are invested in Stock.
(b) If the Stock ceases to be readily tradeable on an established securities market, the Stock shall be converted to cash as soon as practicable taking into consideration the effect of such liquidation on its value. Following such conversion to cash, the assets shall be transferred as of any valuation date to another Fund division in accordance with the investment directions of the Employer.
(c) If an Employer adopting the Plan through the Adoption Agreement, is restating an existing plan that permitted investments in employer stock or other securities any special grandfathered provisions and any applicable transitional rules required in order to prevent an impermissible cut-back of accrued benefits pursuant to Sections 411(a)(10) or (d)(6) of the Code are set forth in Option 15(h) of the Profit Sharing Plan Adoption Agreement.
Employer Stock Fund. Subject to the Trustee's consent, an Employer Stock Fund may be established as an Investment Fund hereunder. If applicable, the duties and obligations of the Trustee, Company and any other party with regard to the Company Stock Fund shall be set forth and governed by a duly executed Manager Agreement, which shall be incorporated herein by this reference.
Employer Stock Fund. The Named Fiduciary hereby directs the ------------------- Master Trustee to establish and maintain a separate fund for purposes of the ESOP Feature (the "Employer Stock Fund") that shall be invested primarily in Employer Stock. For the purposes of exercising the powers granted to the Master Trustee under Section 3.1, the Employer Stock Fund
1. This put right shall apply only to the extent that the Employer Stock is not readily tradable on an established securities market in accordance with federal and state securities laws and regulations. The put right shall be exercisable by written notice to the Named Fiduciary during the first 60 days of any calendar year or within 60 days of receipt of a determination of the value of the Employer Stock from the Administrative Committee as provided in Section 6.1. Prior to any sale or other transfer of Employer Stock by the Master Trustee (if at the time of such sale or other transfer the Employer Stock is not readily tradable on an established securities market), the Master Trustee must first offer the Employer Stock to the Company and the Administrative Committee at its current fair market value as determined by an independent appraiser who meets the requirements of Section 401(a)(28)(C) of the Code and is otherwise acceptable to the Master Trustee.
