Common use of Individual Account Plans Clause in Contracts

Individual Account Plans. (a) The Seller shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under the Individual Account Plans and the Defined Contribution Excess Plan. On the Closing Date, the Seller shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under the Individual Account Plans to effect an immediate distribution of such Transferred Employee's vested account balances under the Individual Account Plans or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Code, a "Direct Rollover") maintained by the Buyer or a Subsidiary of the Buyer (the "Buyer Plan") or to an individual retirement account. The Seller and the 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 the Buyer Plan; provided that, except as provided in Section 9.02(c) below, nothing contained herein shall obligate the Buyer Plan to accept a Direct Rollover in a form other than cash. (b) On the Closing Date, or as soon as practicable thereafter, the Buyer shall establish or designate the Buyer Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the 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. (c) On the Closing Date, for each Transferred Employee who has an outstanding loan under the Capital Accumulation Plan and who elects a Direct Rollover to the Buyer Plan, the Direct Rollover shall include the note related to such outstanding loan provided that Buyer with respect to the Buyer Plan and Seller with respect to the Capital Accumulation Plan conclude that such Direct Rollover complies with the applicable rules under Section 401 of the Code and such note is enforceable under applicable law by the trustees of Buyer Plan. In the event either Buyer or Seller is unable to so conclude, Buyer and Seller agree to take such steps as may be necessary to amend the eligibility rules and permit such Transferred Employee to secure a loan under the Buyer Plan (to the extent of the loan permitted under the loan rules of the Buyer Plan) in order to make a further rollover to the Buyer Plan of the amount of the distribution from the Capital Accumulation Plan represented by such Transferred Employee's loan balance under the Capital Accumulation Plan.

Individual Account Plans. (a) The Seller As of the Effective Time, Company shall retain all liabilities adopt the FTX ECAP and obligations in its related trust, and the documents governing said plan and trust shall be amended by FTX and the Company to provide that, commencing at the Effective Time, FTX will no longer have any powers or duties with respect to benefits accrued by Transferred Employees under the Individual Account Plans said plan and trust, and the Defined Contribution Excess PlanCompany will have all powers and duties with respect to the plan and trust that pertain to a plan sponsor. On Within 15 days following the Closing DateEffective Time, FTX shall pay to the Seller shall take such action as may be necessarytrustee of said trust any amounts payable to the trust that it has received or withheld from participants, if any, to permit each Transferred Employee to exercise his rights and any matching contributions due under the Individual Account Plans to effect an immediate distribution of such Transferred Employee's vested account balances under the Individual Account Plans or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Code, a "Direct Rollover") maintained by the Buyer or a Subsidiary of the Buyer (the "Buyer Plan") or to an individual retirement account. The Seller and the 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 the Buyer Plan; provided that, except as provided in Section 9.02(c) below, nothing contained herein shall obligate the Buyer Plan to accept a Direct Rollover in a form other than cashsaid plan. (b) On the Closing Date, or as soon as practicable thereafter, the Buyer shall establish or designate the Buyer Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the Buyer Plan under the applicable provisions of the Code and shall make any and all filings and submissions The FTX ECAP will be amended prior to the appropriate governmental authorities required Effective Time to be made by permit it in connection with any Direct Rolloverto hold Company shares. (c) On As of the Closing DateEffective Time, for each the FTX SECAP document shall be amended by FTX and the Company to provide that the Company assumes all liabilities in respect of Transferred Employee who has an outstanding loan Employees under the Capital Accumulation Plan FTX SECAP, and who elects a Direct Rollover to that FTX has no further obligation under the Buyer Plan, the Direct Rollover shall include the note related to such outstanding loan provided that Buyer FTX SECAP with respect to the Buyer Plan and Seller account balances of Transferred Employees. As consideration for the assumption of such liabilities by Company, FTX shall pay to Company an amount equal to the account balances of the Transferred Employees valued as of the date of the transfer. As the vehicle for satisfying the liabilities assumed under this Paragraph (c), Company shall establish a Company SECAP. All account balances of Transferred Employees in the Company SECAP shall be 100% vested. Company shall have the right to amend or terminate the Company SECAP at any time, provided that no amendment shall reduce participant account balances. (d) The FTX SECAP will be amended prior to the Effective Time to require immediate payout with respect to all participants other than the Capital Accumulation Plan conclude that such Direct Rollover complies with the applicable rules under Section 401 of the Code and such note is enforceable under applicable law by the trustees of Buyer Plan. In the event either Buyer or Seller is unable to so conclude, Buyer and Seller agree to take such steps as may be necessary to amend the eligibility rules and permit such Transferred Employee to secure a loan under the Buyer Plan (to the extent of the loan permitted under the loan rules of the Buyer Plan) in order to make a further rollover to the Buyer Plan of the amount of the distribution from the Capital Accumulation Plan represented by such Transferred Employee's loan balance under the Capital Accumulation PlanEmployees.

Individual Account Plans. (a) The Seller shall retain all liabilities and obligations in respect to benefits accrued by Transferred Employees under the Individual Account Plans and the Defined Contribution Excess Plan. On the Closing Date, the Seller shall take such action as may be necessary, if any, to permit each Transferred Employee to exercise his rights under the Individual Account Plans to effect an immediate distribution of such Transferred Employee's vested account balances under the Individual Account Plans or to effect a tax-free rollover of the taxable portion of the account balances into an eligible retirement plan (within the meaning of Section 401(a)(31) of the Code, a "Direct Rollover") maintained by the Buyer or a Subsidiary of the Buyer (the "Buyer Plan") or to an individual retirement account. The Seller and the 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 the Buyer Plan; provided that, except as provided in Section 9.02(c9.2(c) below, nothing contained herein shall obligate the Buyer Plan to accept a Direct Rollover in a form other than cash. (b) On the Closing Date, or as soon as practicable thereafter, the Buyer shall establish or designate the Buyer Plan in order to accommodate the Direct Rollovers described above and shall take all action necessary, if any, to qualify the 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. (c) On the Closing Date, for each Transferred Employee who has an outstanding loan under the Capital Accumulation Plan and who elects a Direct Rollover to the Buyer Plan, the Direct Rollover shall include the note related to such outstanding loan provided that Buyer with respect to the Buyer Plan and Seller with respect to the Capital Accumulation Plan conclude that such Direct Rollover complies with the applicable rules under Section 401 of the Code and such note is enforceable under applicable law by the trustees of Buyer Plan. In the event either Buyer or Seller is unable to so conclude, Buyer and Seller agree to take such steps as may be necessary to amend the eligibility rules and permit such Transferred Employee to secure a loan under the Buyer Plan (to the extent of the loan permitted under the loan rules of the Buyer Plan) in order to make a further rollover to the Buyer Plan of the amount of the distribution from the Capital Accumulation Plan represented by such Transferred Employee's loan balance under the Capital Accumulation Plan.