Common use of General Principle Clause in Contracts

General Principle. Effective on or before the Distribution Date, DPSG shall establish and adopt a defined benefit pension benefit plan and trust (the “DPSG Pension Plan”) intended to be qualified under IRS Code Section 401(a) and containing provisions that will provide to each DPSG Business Employee and Former DPSG Employee (and each alternate payee or beneficiary of such person) (the “DPSG Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the Cadbury Pension Plan as of December 31, 2007 (the “Pension Measurement Date”). On or before the Distribution Date, Cadbury shall (i) determine the Initial Transfer Amount (as defined below) and (ii) cause assets equal to the Initial Transfer Amount (adjusted as provided below) to be transferred to the trust under the DPSG Pension Plan in the form described below (the “Initial Transfer”). As of the date of such transfer of the Initial Transfer Amount (the “Initial Transfer Date”), DPSG shall commence making the required benefit payments under the terms of the DPSG Pension Plan and shall assume all liabilities with respect to the payment of benefits previously accrued by the DPSG Pension Beneficiaries under the Cadbury Pension Plan. A DPSG Business Employee shall not accrue benefits under the Cadbury Pension Plan after the date on which such employee becomes eligible to participate under the DPSG Pension Plan, unless such DPSG Pension Beneficiary shall become employed by Cadbury or a Cadbury Subsidiary after such date. A Cadbury Business Employee shall not accrue benefits under the DPSG Pension Plan, unless such Cadbury Business Employee shall become employed by DPSG or a DPSG Subsidiary. Following the Initial Transfer Date (i) an enrolled actuary appointed by Cadbury (the “Cadbury Actuary”) shall determine the Final Pension Transfer Amount (as defined below) and (ii) a True-Up Adjustment shall be made with respect to the Cadbury Pension Plan and the DPSG Pension Plan, as provided below. The Parties shall use reasonable commercial efforts to cause the determination of the Final Pension Transfer Amount and the True-Up Adjustment to be completed as reasonably promptly as practicable, subject to the time frames established under Section 5.03, but in no event later than December 31, 2008. Before or promptly after the date hereof, Cadbury and DPSG shall file requests with the IRS for qualification determination letters under IRS Code Section 401(a) with respect to the Cadbury Pension Plan and the DPSG Pension Plan and shall take any and all reasonable action, including the adoption of any amendments requested by the IRS, as shall be necessary to obtain such determination letters. The transfers hereunder shall occur prior to, but subject to the subsequent receipt of, favorable determination letters issued by the IRS with respect to the Cadbury Pension Plan and DPSG Pension Plan, copies of which shall be shared among Cadbury and DPSG promptly upon issuance.

General Principle. Effective on or before the Distribution Date, DPSG Discover shall establish and adopt a defined benefit pension benefit plan and trust (the “DPSG Discover Pension Plan”) intended to be qualified under IRS Code Section 401(a) and containing provisions that will provide to each DPSG Discover Business Employee and Former DPSG Discover Employee (and each alternate payee or beneficiary of such person) (the “DPSG Discover Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the Cadbury MS Pension Plan as of December 31, 2007 2006 (the “Pension Measurement Date”). On or before the Distribution Date, Cadbury Xxxxxx Xxxxxxx shall (i) determine the Initial Transfer Amount (as defined below) and (ii) cause assets equal to the Initial Transfer Amount (adjusted as provided below) to be transferred to the trust under the DPSG Discover Pension Plan in the form described below (the “Initial Transfer”). As of the date of such transfer of the Initial Transfer Amount (the “Initial Transfer Date”), DPSG Discover shall commence making the required benefit payments under the terms of the DPSG Discover Pension Plan and shall assume all liabilities with respect to the payment of benefits previously accrued by the DPSG Discover Pension Beneficiaries under the Cadbury MS Pension Plan. A DPSG Discover Business Employee shall not accrue benefits under the Cadbury MS Pension Plan after the date on which such employee becomes eligible to participate under the DPSG Discover Pension Plan, unless such DPSG Discover Pension Beneficiary shall become employed by Cadbury Xxxxxx Xxxxxxx or a Cadbury Xxxxxx Xxxxxxx Subsidiary after such date. A Cadbury Xxxxxx Xxxxxxx Business Employee shall not accrue benefits under the DPSG Discover Pension Plan, unless such Cadbury Xxxxxx Xxxxxxx Business Employee shall become employed by DPSG Discover or a DPSG Discover Subsidiary. For purposes of the provisions in the MS Pension Plan bridging service for breaks in service of less than 12 months, a break in the service of an employee which includes a period of service as a Discover Business Employee or Former Discover Employee following the Distribution shall not be counted as a bridgeable break in service. Following the Initial Transfer Date (i) an enrolled actuary appointed by Cadbury Xxxxxx Xxxxxxx (the “Cadbury MS Actuary”) shall determine the Final Pension Transfer Amount (as defined below) and (ii) a True-Up Adjustment shall be made with respect to the Cadbury MS Pension Plan and the DPSG Discover Pension Plan, as provided below. The Parties shall use reasonable commercial best efforts to cause the determination of the Final Pension Transfer Amount and the True-Up Adjustment to be completed as reasonably promptly as practicable, subject to the time frames established under Section 5.036.03, but in no event later than December 31, 20082007. Before or promptly after the date hereof, Cadbury Xxxxxx Xxxxxxx and DPSG Discover shall file requests with the IRS for qualification determination letters under IRS Code Section 401(a) with respect to the Cadbury MS Pension Plan and the DPSG Discover Pension Plan and shall take any and all reasonable action, including the adoption of any amendments requested by the IRS, as shall be necessary to obtain such determination letters. The transfers hereunder shall occur prior to, but subject to the subsequent receipt of, favorable determination letters issued by the IRS with respect to the Cadbury MS Pension Plan and DPSG Discover Pension Plan, copies of which shall be shared among Cadbury Xxxxxx Xxxxxxx and DPSG Discover promptly upon issuance.

General Principle. Effective on or before the Distribution Date, DPSG shall establish and adopt a defined benefit pension benefit plan and trust (the “DPSG Pension Plan”) intended to be qualified under IRS Code Section 401(a) and containing provisions that will provide to each DPSG Business Employee and Former DPSG Employee (and each alternate payee or beneficiary of such person) (the “DPSG Pension Beneficiaries”) benefits identical to those accrued with respect to such person under the Cadbury Pension Plan as of December 31, 2007 (the “Pension Measurement Date”). On or before the Distribution Date, Cadbury shall (i) determine the Initial Transfer Amount (as defined below) and (ii) cause assets equal to the Initial Transfer Amount (adjusted as provided below) to be transferred to the trust under the DPSG Pension Plan in the form described below (the “Initial Transfer”). As of the date of such transfer of the Initial Transfer Amount (the “Initial Transfer Date”), DPSG shall commence making the required benefit payments under the terms of the DPSG Pension Plan and shall assume all liabilities with respect to the payment of benefits previously accrued by the DPSG Pension Beneficiaries under the Cadbury Pension Plan. A DPSG Business Employee shall not accrue benefits under the Cadbury Pension Plan after the date on which such employee becomes eligible to participate under the DPSG Pension Plan, unless such DPSG Pension Beneficiary shall become employed by Cadbury or a Cadbury Subsidiary after such date. A Cadbury Business Employee shall not accrue benefits under the DPSG Pension Plan, unless such Cadbury Business Employee shall become employed by DPSG or a DPSG Subsidiary. Following the Initial Transfer Date (i) an enrolled actuary appointed by Cadbury (the “Cadbury Actuary”) shall determine the Final Pension Transfer Amount (as defined below) and (ii) a True-Up Adjustment shall be made with respect to the Cadbury Pension Plan and the DPSG Pension Plan, as provided below. The Parties shall use reasonable commercial efforts to cause the determination of the Final Pension Transfer Amount and the True-Up Adjustment to be completed as reasonably promptly as practicable, subject to the time frames established under Section 5.036.03, but in no event later than December 31, 2008. Before or promptly after the date hereof, Cadbury and DPSG shall file requests with the IRS for qualification determination letters under IRS Code Section 401(a) with respect to the Cadbury Pension Plan and the DPSG Pension Plan and shall take any and all reasonable action, including the adoption of any amendments requested by the IRS, as shall be necessary to obtain such determination letters. The transfers hereunder shall occur prior to, but subject to the subsequent receipt of, favorable determination letters issued by the IRS with respect to the Cadbury Pension Plan and DPSG Pension Plan, copies of which shall be shared among Cadbury and DPSG promptly upon issuance.