Common use of Individual Account Plan Clause in Contracts

Individual Account Plan. As soon as practicable after the Distribution Date, but in no event later than 90 days after the Distribution Date, Spinco shall establish a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Code (the "Spinco Savings Plan"). The Company shall, within 180 days following the Distribution Date, but in no event prior to the receipt by the Company of written evidence of the adoption of the Spinco Savings Plan and the trust thereunder by Spinco and either (A) the receipt by the Company of a copy of a favorable determination letter issued by the IRS with respect to the Spinco Savings Plan or (B) an opinion, satisfactory to the Company's counsel, of Spinco's counsel to the effect that the terms of the Spinco Savings Plan and its related trust qualify under Section 401(a) and Section 501(a) of the Code, direct the trustee of the Loral Master Savings Plan and the Loral Aerospace Savings Plan (the "Company Savings Plans") to transfer to the trustee of the Spinco Savings Plan the account balances under the Company Savings Plans as of the date of transfer in respect of Spinco Employees in cash or in kind, as agreed to by the Company and Spinco; provided, however, all outstanding loans shall be transferred in kind. Upon such transfer, the Spinco Savings Plan shall assume all liabilities for all accrued benefits under the Company Savings Plans in respect of Spinco Employees that are transferred to the Spinco Savings Plan and the Company Savings Plans shall be relieved of all liabilities for such accrued benefits. The Company and Spinco shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. Upon the transfer of assets in accordance with this section 8.2(b), Spinco agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents and affiliates from and against any and all Indemnifiable Losses arising out of or relating to the Spinco Savings Plan, including all benefits accrued by Spinco Employees prior to the Distribution Date.

Individual Account Plan. (a) At such time following the Distribution Date as is agreed by FTX and FCX, FTX shall (i) cause the trustee of the FTX Individual Account Plan to identify the assets of the FTX Individual Account Plan representing the full account balances of Transferred Employees (other than Dual Employees) as of a date mutually agreed by FTX and FCX, (ii) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and (iii) make all necessary amendments to the FTX Individual Account Plan and related trust agreement to provide for such identification of assets and the transfer of assets as described below. The manner in which the account balances of Transferred Employees under the FTX Individual Account Plan are invested shall not be affected by such identification of assets. (b) At such time as is agreed by FTX and FCX, FCX shall establish or designate the FCX Individual Account Plan, which shall be substantially comparable to the FTX Individual Account Plan, shall take all necessary action to qualify such plan under the applicable provisions of the Code and register such plan under the Securities Act, if applicable, and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described in this Paragraph 5. As soon as practicable after following the Distribution Date, but in no event later than 90 days after the Distribution Date, Spinco shall establish a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) earlier of the Code (the "Spinco Savings Plan"). The Company shall, within 180 days following the Distribution Date, but in no event prior delivery to the receipt by the Company of written evidence of the adoption of the Spinco Savings Plan and the trust thereunder by Spinco and either (A) the receipt by the Company of a copy FTX of a favorable determination letter issued by from the IRS with respect Internal Revenue Service regarding the qualified status of the FCX Individual Account Plan as amended to the Spinco Savings Plan date of transfer, or (B) an opinion, the issuance of indemnities satisfactory to the Company's counselFTX and FCX, of Spinco's counsel to the effect that the terms of the Spinco Savings Plan and its related trust qualify under Section 401(a) and Section 501(a) of the Code, direct FTX shall cause the trustee of the Loral Master Savings FTX Individual Account Plan to transfer in the form of cash or marketable securities (or such other form, including participant loans, as may be agreed by FCX and FTX) the full account balances of Transferred Employees under the FTX Individual Account Plan (which account balances will have been credited with appropriate earnings attributable to the period from the date of the identification thereof pursuant to Paragraph 5(a) to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during such period, to the appropriate trustee as designated by FCX under the trust agreement forming a part of the FCX Individual Account Plan. (c) Unless otherwise agreed by FTX and FCX, and notwithstanding any other provision of this Paragraph 5 to the contrary, any portion of such transferred account balances that is invested in equity securities of either FCX or FTX shall be transferred in the form of such securities. After the Effective Date, the FTX Individual Account Plan shall not be obligated to permit further investment in FCX equity securities, and the Loral Aerospace Savings FCX Individual Account Plan shall not be obligated to permit further investment in FTX equity securities. (the "Company Savings Plans"d) to transfer to the trustee The disposition of the Spinco Savings Plan the account balances of Dual Employees under the Company Savings Plans FTX Individual Account Plan and FTX SECAP shall be as mutually agreed by FTX and FCX. (e) In consideration for the transfer of assets described herein, FCX shall, or shall cause one or more of its subsidiaries to, effective as of the date of transfer described herein, assume all of the obligations of FTX and its subsidiaries in respect of Spinco the account balances accumulated by Transferred Employees in cash or in kind, as agreed to by the Company and Spinco; provided, however, all outstanding loans shall be transferred in kind. Upon such transfer, the Spinco Savings Plan shall assume all liabilities for all accrued benefits under the Company Savings Plans in respect FTX Individual Account Plan (exclusive of Spinco Employees any portion of such account balances that are transferred to the Spinco Savings Plan and the Company Savings Plans shall be relieved of all liabilities for such accrued benefits. The Company and Spinco shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. Upon the transfer of assets in accordance with this section 8.2(b), Spinco agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents and affiliates from and against any and all Indemnifiable Losses arising out of paid or relating to the Spinco Savings Plan, including all benefits accrued by Spinco Employees otherwise withdrawn prior to the Distribution Datedate of transfer described herein) on or prior to the mutually agreed date. Neither FCX nor any of its affiliates shall assume any other obligations or liabilities arising under or attributable to the FTX Individual Account Plan. (f) The account balances of Transferred Employees in the FTX SECAP will be transferred to FCX or one or more of its subsidiaries using the same methods and procedures as are specified above for the qualified plan to which the FTX SECAP relates. In consideration of a cash payment by FTX to FCX in an amount equal to such account balances of Transferred Employees, FCX will, or will cause one or more of its subsidiaries to, assume liability therefor.

Individual Account Plan. (a) At such time following the Distribution Date as is agreed by FTX and FCX, FTX shall (i) cause the trustee of the FTX Individual Account Plan to identify the assets of the FTX Individual Account Plan representing the full account balances of Transferred Employees (other than Dual Employees) as of a date mutually agreed by FTX and FCX, (ii) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and (iii) make all necessary amendments to the FTX Individual Account Plan and related trust agreement to provide for such identification of assets and the transfer of assets as described below. The manner in which the account balances of Transferred Employees under the FTX Individual Account Plan are invested shall not be affected by such identification of assets. 23 (b) At such time as is agreed by FTX and FCX, FCX shall establish or designate the FCX Individual Account Plan, which shall be substantially comparable to the FTX Individual Account Plan, shall take all necessary action to qualify such plan under the applicable provisions of the Code and register such plan under the Securities Act, if applicable, and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described in this Paragraph 5. As soon as practicable after following the Distribution Date, but in no event later than 90 days after the Distribution Date, Spinco shall establish a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) earlier of the Code (the "Spinco Savings Plan"). The Company shall, within 180 days following the Distribution Date, but in no event prior delivery to the receipt by the Company of written evidence of the adoption of the Spinco Savings Plan and the trust thereunder by Spinco and either (A) the receipt by the Company of a copy FTX of a favorable determination letter issued by from the IRS with respect Internal Revenue Service regarding the qualified status of the FCX Individual Account Plan as amended to the Spinco Savings Plan date of transfer, or (B) an opinion, the issuance of indemnities satisfactory to the Company's counselFTX and FCX, of Spinco's counsel to the effect that the terms of the Spinco Savings Plan and its related trust qualify under Section 401(a) and Section 501(a) of the Code, direct FTX shall cause the trustee of the Loral Master Savings FTX Individual Account Plan to transfer in the form of cash or marketable securities (or such other form, including participant loans, as may be agreed by FCX and FTX) the full account balances of Transferred Employees under the FTX Individual Account Plan (which account balances will have been credited with appropriate earnings attributable to the period from the date of the identification thereof pursuant to Paragraph 5(a) to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during such period, to the appropriate trustee as designated by FCX under the trust agreement forming a part of the FCX Individual Account Plan. (c) Unless otherwise agreed by FTX and FCX, and notwithstanding any other provision of this Paragraph 5 to the contrary, any portion of such transferred account balances that is invested in equity securities of either FCX or FTX shall be transferred in the form of such securities. After the Effective Date, the FTX Individual Account Plan shall not be obligated to permit further investment in FCX equity securities, and the Loral Aerospace Savings FCX Individual Account Plan shall not be obligated to permit further investment in FTX equity securities. (the "Company Savings Plans"d) to transfer to the trustee The disposition of the Spinco Savings Plan the account balances of Dual Employees under the Company Savings Plans FTX Individual Account Plan and FTX SECAP shall be as mutually agreed by FTX and FCX. (e) In consideration for the transfer of assets described herein, FCX shall, or shall cause one or more of its subsidiaries to, effective as of the date of transfer described herein, assume all of the obligations of FTX and its subsidiaries in respect of Spinco the account balances accumulated by Transferred Employees in cash or in kind, as agreed to by the Company and Spinco; provided, however, all outstanding loans shall be transferred in kind. Upon such transfer, the Spinco Savings Plan shall assume all liabilities for all accrued benefits under the Company Savings Plans in respect FTX 24 Individual Account Plan (exclusive of Spinco Employees any portion of such account balances that are transferred to the Spinco Savings Plan and the Company Savings Plans shall be relieved of all liabilities for such accrued benefits. The Company and Spinco shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. Upon the transfer of assets in accordance with this section 8.2(b), Spinco agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents and affiliates from and against any and all Indemnifiable Losses arising out of paid or relating to the Spinco Savings Plan, including all benefits accrued by Spinco Employees otherwise withdrawn prior to the Distribution Datedate of transfer described herein) on or prior to the mutually agreed date. Neither FCX nor any of its affiliates shall assume any other obligations or liabilities arising under or attributable to the FTX Individual Account Plan. (f) The account balances of Transferred Employees in the FTX SECAP will be transferred to FCX or one or more of its subsidiaries using the same methods and procedures as are specified above for the qualified plan to which the FTX SECAP relates. In consideration of a cash payment by FTX to FCX in an amount equal to such account balances of Transferred Employees, FCX will, or will cause one or more of its subsidiaries to, assume liability therefor.

Individual Account Plan. As soon as practicable after (a) Seller shall retain _______________________ all liabilities and obligations in respect to benefits accrued by Transferred Employees under the Distribution Individual Account Plan. On the Closing Date, but in no event later than 90 days after Seller shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise such Transferred Employee's rights under the Distribution Date, Spinco shall establish Individual Account Plan to effect an immediate distribution of such Transferred Employee's vested account balances under the Individual Account Plan or to effect a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) tax-free rollover of the Code (the "Spinco Savings Plan"). The Company shall, within 180 days following the Distribution Date, but in no event prior to the receipt by the Company of written evidence taxable portion of the adoption account balances into an eligible retirement plan (within the meaning of the Spinco Savings Plan and the trust thereunder by Spinco and either (A) the receipt by the Company of a copy of a favorable determination letter issued by the IRS with respect to the Spinco Savings Plan or (B) an opinion, satisfactory to the Company's counsel, of Spinco's counsel to the effect that the terms of the Spinco Savings Plan and its related trust qualify under Section 401(a) and Section 501(a401(a)(31) of the Code, direct a "Direct Rollover") maintained by Buyer or an Affiliate of Buyer (the trustee "Buyer Plan") or to an individual retirement account. Seller and Buyer shall work together in order to facilitate any such distribution or rollover and to effect a Direct Rollover for those participants who elect to roll over their account balances directly into Buyer Plan; provided, ________ however, that nothing contained herein shall obligate Buyer Plan _______ to accept a Direct Rollover in a form other than cash. No contributions to the Individual Account Plan in respect of Transferred Employees shall be made after the Closing Date and Transferred Employees shall be considered terminated as of the Loral Master Savings Closing Date. To the extent reasonably practicable, Seller and Buyer shall work together to develop a process whereby Transferred Employees who 122 129 have loans outstanding under the Individual Account Plan will be permitted to continue to make periodic (at least monthly) repayments on such loans through a reduction of salary paid by Buyer (it being understood that such loans are to be retained by the Individual Account Plan). Except as required by law, no communication shall be sent to the Transferred Employees relating to the treatment or status of their loans outstanding under the Individual Account Plan without the consent of both Buyer and Seller. (b) On the Closing Date, or as soon as practicable thereafter, Buyer shall establish or designate Buyer Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify Buyer Plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental authorities required to be made by it in connection with any Direct Rollover. Under Buyer Plan, each Transferred Employee will be given credit for service, to the extent recognized by the Individual Account Plan, for the purpose of eligibility and vesting. (c) From the Closing Date and until December 31, 1996, under the Buyer Plan and Buyer's supplemental plan, each Transferred Employee shall be entitled to (i) make salary deferral contributions (which contributions shall be fully vested as of the time they are made) and (ii) receive employer matching contributions (which contributions shall be fully vested as of the time they are made) in accordance with the terms of the Individual Account Plan and the Loral Aerospace Supplemental Incentive Savings Plan identified on Schedule 9.3(c) (the "Company Savings PlansSupplemental Plan") to transfer to the trustee of the Spinco Savings Plan the account balances under the Company Savings Plans as of the date of transfer in respect of Spinco Employees in cash or in kind, as agreed to by the Company and Spinco; provided, however, all outstanding loans shall be transferred in kind. Upon such transfer, the Spinco Savings Plan shall assume all liabilities for all accrued benefits under the Company Savings Plans in respect of Spinco Employees that are transferred to the Spinco Savings Plan and the Company Savings Plans shall be relieved of all liabilities for such accrued benefits. The Company and Spinco shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. Upon the transfer of assets in accordance with this section 8.2(b), Spinco agrees to indemnify and hold harmless the Company, its officers, directors, employees, agents and affiliates from and against any and all Indemnifiable Losses arising out of or relating to the Spinco Savings Plan, including all benefits accrued by Spinco Employees prior to the Distribution Datesalary deferral and employer matching contributions.

Individual Account Plan. As (a) With respect to the Ryder System, Inc. Employee Savings Plan A, and the Ryder System, Inc. Employee Savings Plan B (collectively, the "INDIVIDUAL ACCOUNT PLAN"), as soon as practicable after the Distribution Closing Date, but in no event later than 90 days after Seller shall (i) cause the Distribution trustee of the Individual Account Plan to segregate or otherwise identify the assets of the Individual Account Plan representing the full account balances of Transferred Employees as of the Closing Date, Spinco shall establish a defined contribution plan and trust intended to qualify under in accordance with the requirements of Section 401(a) and Section 501(a414(l) of the Code Code, (ii) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and (iii) make all necessary amendments to the Individual Account Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. The manner in which the account balances of Transferred Employees under the Individual Account Plans are invested shall not be affected by such segregation or identification of assets. (b) As soon as practicable, but not later than six months, after the Closing Date, Buyer shall establish or designate an individual account plan for the benefit of Transferred Employees (the "Spinco Savings PlanSUCCESSOR INDIVIDUAL ACCOUNT PLAN"), shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. The Company shall, within 180 days As soon as practicable following the Distribution Date, but in no event prior to the receipt by the Company of written evidence earlier of the adoption of the Spinco Savings Plan and the trust thereunder by Spinco and either (A) the receipt by the Company of a copy delivery to Seller of a favorable determination letter issued by from the IRS with respect Internal Revenue Service regarding the qualified status of the Successor Individual Account Plan as amended to the Spinco Savings Plan date of transfer, or (B) an opinion, the issuance of indemnities satisfactory to the Company's counselSeller and Buyer, of Spinco's counsel to the effect that the terms of the Spinco Savings Plan and its related trust qualify under Section 401(a) and Section 501(a) of the Code, direct Seller shall cause the trustee of the Loral Master Savings Individual Account Plan to transfer in the form of cash (or such other form as may be agreed by Buyer and Seller) the Loral Aerospace Savings full account balances of Transferred Employees under the Individual Account Plan (the "Company Savings Plans"which account balances will (i) to transfer have been credited with appropriate earnings attributable to the trustee period from the Closing Date to the date of transfer described herein and (ii) bear their pro rata share of the Spinco Savings Plan Individual Account Plan's expenses charged to participants' accounts for such period), reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the account balances period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by Buyer under the Company Savings Plans trust agreement forming a part of the Successor Individual Account Plan. To the extent that certain expenses of Transferred Employee accounts are subsidized by Seller during the period prior to transfer, the cost of such subsidiaries will be reimbursed by Buyer. (c) In consideration for the transfer of assets described in Section 9.03, Buyer shall, effective as of the date of transfer described herein, assume all of the obligations of Seller and any of its Affiliates in respect of Spinco the account balances accumulated by Transferred Employees in cash under the Individual Account Plan (exclusive of any portion of such account balances which are paid or in kind, as agreed otherwise withdrawn prior to the date of transfer described herein) on or prior to the Closing Date. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to the Individual Account Plan. (d) In lieu of the trust to trust transfer provided for by the Company foregoing portions of Section 9.03, Seller may, with Buyer's consent, elect within sixty days following the Closing Date to treat the purchase and Spinco; providedsale of the Shares under this Agreement as an event described in Section 401(k)(10) of the Code, howeverto the extent consistent with applicable law and regulations, all outstanding loans shall be transferred in kind. Upon such transfer, and to distribute the Spinco Savings Plan shall assume all liabilities for all accrued benefits balances of Transferred Employees under the Company Savings Plans in respect of Spinco Employees that are transferred to the Spinco Savings Individual Account Plan and the Company Savings Plans shall be relieved of all liabilities for such accrued benefits. The Company and Spinco shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein. Notwithstanding anything contained herein to the contrary, no such transfer shall take place until the 31st day following the filing of all required Forms 5310-A in connection therewith. Upon the transfer of assets in accordance with this section 8.2(b)the provisions of the Individual Account Plan and applicable law and regulations. If Buyer withholds its consent to such election, Spinco Buyer agrees to indemnify and hold harmless Seller harmless, in accordance with the Companyindemnification procedures set forth in Section 11.03, its officers, directors, employees, agents and affiliates from and against any and all Indemnifiable Losses arising out claims made by Transferred Employees for distribution of or relating to the Spinco Savings Plan, including all benefits accrued by Spinco Employees prior to the Distribution Datesuch accounts.