Common use of Establishment of Pension Plans Clause in Contracts

Establishment of Pension Plans. SpinCo or a member of the SpinCo Group has established defined benefit pension plans for the benefit of Transferred Employees in the United States. One such plan, which is qualified under Section 401(a) of the Code, is and will be responsible for benefits of Transferred Employees who are participants and their beneficiaries in the Parent Qualified Pension Plan (the “SpinCo Qualified Pension Plan”). Another plan, which is not qualified under Section 401(a) of the Code, is and will be responsible for benefits of participants and beneficiaries in the Parent Non-Qualified Pension Plan who are Transferred Employees (the “SpinCo Non-Qualified Pension Plan”). The SpinCo Qualified Pension Plan and SpinCo Non-Qualified Pension Plan is identical in all material respects to the corresponding Parent Pension Plan in which the applicable Transferred Employees participated immediately prior to the Interim Transfer Date. SpinCo is and shall be responsible for taking or causing to be taken all necessary, reasonable, and appropriate action to establish, maintain and administer the SpinCo Qualified Pension Plan, so that it qualifies under Section 401(a) of the Code and the related trust thereunder is exempt from Federal income taxation under Section 501(a) of the Code.

Establishment of Pension Plans. SpinCo or a member of the SpinCo Group has established defined benefit pension plans for the benefit of Transferred Employees in the United States. One such plan, which is qualified under Section 401(a) of the Code, is and will be responsible for benefits of Transferred Employees who are participants and their beneficiaries in the Parent Qualified Pension Plan (the “SpinCo Qualified Pension Plan”). Another plan, which is not qualified under Section 401(a) of the Code, is and will be responsible for benefits of participants and beneficiaries in the Parent Non-Qualified Pension Plan who are Transferred Employees (the “SpinCo Non-Qualified Pension Plan”). The SpinCo Qualified Pension Plan and SpinCo Non-Qualified Pension Plan is are identical in all material respects to the corresponding Parent Pension Plan in which the applicable Transferred Employees participated immediately prior to the Interim Transfer Date. SpinCo is and shall be responsible for taking or causing to be taken all necessary, reasonable, and appropriate action to establish, maintain and administer the SpinCo Qualified Pension Plan, so that it qualifies under Section 401(a) of the Code and the related trust thereunder is exempt from Federal income taxation under Section 501(a) of the Code.