Common use of MERGERS AND DIRECT TRANSFERS Clause in Contracts

MERGERS AND DIRECT TRANSFERS. The Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Member in the plan would (if the plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Member would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated). We may enter into merger agreements or direct transfer of assets agreements with the employers under other retirement plans which are qualifiable under Code Section 401 (a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to such agreement. The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Member when the transfer is made, the Eligible Employee shall be deemed to be an Active Member only for the purpose of investment and distribution of the transferred assets. He may not make Member Contributions or accrue benefits until the time he meets all of the requirements to become an Active Member. If he terminates employment prior to becoming an Active Member, his transferred assets may be distributed to him as if they were employer-derived accrued benefits. Unless a transfer of assets to the Plan is an elective transfer, the Plan shall apply the optional forms of benefit protections described in Section 9.01 to all transferred assets. A transfer is elective if: (1) the transfer is voluntary, under a fully informed election by the Member; (2) the Member has an alternative that retains his Code Section 411(d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (3) if the transferor plan is subject to Code Sections 401 (a)(11) and 417, the transfer satisfies the applicable spousal consent requirements of the Code; (4) the notice requirements under Code Section 417, requiring a written explanation with respect to an election not to receive benefits in the form of a qualified joint and survivor annuity, are met with respect to the Member and spousal transfer election; (5) the Member has a right to immediate distribution from the transferor plan under provisions in the plan not inconsistent with Code Section 401 (a); (6) the transferred benefit is equal to the Member's entire nonforteitable accrued benefit under the transferor plan, calculated to be at least the greater of the single sum distribution provided by the transferor plan (if any) or the present value of the Member's accrued benefit under the transferor plan payable at the plan's normal retirement age and calculated using an interest rate subject to the restrictions of Code Section 417(e) and subject to the overall limitations of Code Section 415; (7) the Member has a 100% nonforteitable interest in the transferred benefit; and (8) the transfer otherwise satisfies applicable Treasury regulations.

MERGERS AND DIRECT TRANSFERS. The Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Member in the plan Plan would (if the plan then terminated) receive a benefit immediately after the merger, consolidation consolidation, or transfer which is equal to or greater than the benefit the Member would have been entitled to receive immediately before the merger, consolidation consolidation, or transfer (if this Plan had then terminated). We may enter into merger agreements or direct transfer of assets agreements with the employers under other retirement plans which are qualifiable under Code Section 401 (a401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such agreement. We shall not consent to, or be a party to a merger, consolidation, or transfer of assets with a defined benefit plan if such action would result in a defined benefit feature being maintained under this Plan. Notwithstanding any provision of the Plan to the contrary, to the extent any optional form of benefit under this Plan permits a distribution prior to the Employee's retirement, death, disability, or severance from employment, and prior to plan termination, the optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code Section 414(I), to this Plan from a money purchase pension plan qualified under Code Section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions). The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Member when the transfer is made, the Eligible Employee shall be deemed to be an Active Member only for the purpose of investment and distribution of the transferred assets. He Our Contributions shall not be made for or allocated to the Eligible Employee and he may not make Member Contributions or accrue benefits Contributions, until the time he meets all of the requirements to become an Active Member. If he terminates employment prior to becoming an Active MemberThe Plan shall hold, his administer, and distribute the transferred assets may be distributed as a part of the Plan. The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan accepted the transfer in order to him as if they were employer-derived accrued benefitsreflect the value of the transferred assets. Unless a transfer of assets to the Plan is an elective transfer, as described below, the Plan shall apply the optional forms of benefit protections described in Section 9.01 10.01 to all transferred assets. A transfer is elective if: (1) the transfer is voluntary, under a fully informed election by the Member; (2) the Member has an alternative that retains his Code Section 411(d)(6) 's protected benefits may be eliminated upon transfer between qualified defined contribution plans if the conditions in Q&A 3(b)(1) in section 1.411 (including an option to leave his d)-4 of the regulations are met. The transfer must meet all of the other applicable qualification requirements. A Member's protected benefits may be eliminated upon transfer between qualified plans (both defined benefit in the transferor plan, if that plan is not terminating); (3and defined contribution) if the transferor plan is subject to Code Sections 401 (a)(11conditions in Q&A 3(c)(1) and 417, the transfer satisfies the applicable spousal consent requirements in section 1.411(d)-4 of the Code; (4) regulations are met. Beginning January 1, 2002, if the notice requirements Member is eligible to receive an immediate distribution of his entire nonforfeitable accrued benefit in a single sum distribution that would consist entirely of an eligible rollover distribution under Code Section 417401(a)(31), requiring such transfer will be accomplished as a written explanation with respect direct rollover under Code Section 401(a)(31). The rules applicable to an election not to receive benefits in distributions under the form of a qualified joint and survivor annuity, are met with respect plan would apply to the Member and spousal transfer, but the transfer election; (5) the Member has would not be treated as a right to immediate distribution from the transferor plan under provisions in the plan not inconsistent with Code Section 401 (a); (6) the transferred benefit is equal to the Member's entire nonforteitable accrued benefit under the transferor plan, calculated to be at least the greater for purposes of the single sum minimum distribution provided by the transferor plan (if any) or the present value of the Member's accrued benefit under the transferor plan payable at the plan's normal retirement age and calculated using an interest rate subject to the restrictions requirements of Code Section 417(e) and subject to the overall limitations of Code Section 415; (7) the Member has a 100% nonforteitable interest in the transferred benefit; and (8) the transfer otherwise satisfies applicable Treasury regulations401(a)(9).

MERGERS AND DIRECT TRANSFERS. The Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Member in the plan Plan would (if the plan then terminated) receive a benefit immediately after the merger, consolidation consolidation, or transfer which is equal to or greater than the benefit the Member would have been entitled to receive immediately before the merger, consolidation consolidation, or transfer (if this Plan had then terminated). We may enter into merger agreements or direct transfer of assets agreements with the employers under other retirement plans which are qualifiable under Code Section 401 (a401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such agreement. We shall not consent to, or be a party to a merger, consolidation, or transfer of assets with a defined benefit plan if such action would result in a defined benefit feature being maintained under this Plan. Notwithstanding any provision of the Plan to the contrary, to the extent any optional form of benefit under this Plan permits a distribution prior to the Employee’s retirement, death, disability, or severance from employment, and prior to plan termination, the optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code Section 4 14(l), to this Plan from a money purchase pension plan qualified under Code Section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions). The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Member when the transfer is made, the Eligible Employee shall be deemed to be an Active Member only for the purpose of investment and distribution of the transferred assets. He Our Contributions shall not be made for or allocated to the Eligible Employee and he may not make Member Contributions or accrue benefits Contributions, until the time he meets all of the requirements to become an Active Member. If he terminates employment prior to becoming an Active MemberThe Plan shall hold, his administer, and distribute the transferred assets may be distributed as a part of the Plan. The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan accepted the transfer in order to him as if they were employer-derived accrued benefitsreflect the value of the transferred assets. Unless a transfer of assets to the Plan is an elective transfer, as described below, the Plan shall apply the optional forms of benefit protections described in Section 9.01 10.01 to all transferred assets. A transfer is elective if: (1) the transfer is voluntary, under a fully informed election by the Member; (2) the Member has an alternative that retains his Code Section 411(d)(6) ’s protected benefits may be eliminated upon transfer between qualified defined contribution plans if the conditions in Q&A 3(b)(1) in section 1.411 (including an option to leave his d)-4 of the regulations are met. The transfer must meet all of the other applicable qualification requirements. A Member’s protected benefits may be eliminated upon transfer between qualified plans (both defined benefit in the transferor plan, if that plan is not terminating); (3and defined contribution) if the transferor plan is subject to Code Sections 401 conditions in Q&A 3(c)(1) in section 1.411 (a)(11) and 417, the transfer satisfies the applicable spousal consent requirements d)-4 of the Code; (4) regulations are met. Beginning January 1, 2002, if the notice requirements under Code Section 417, requiring a written explanation with respect to an election not Member is eligible to receive benefits in the form of a qualified joint and survivor annuity, are met with respect to the Member and spousal transfer election; (5) the Member has a right to an immediate distribution from the transferor plan of his entire nonforfeitable accrued benefit in a single sum distribution that would consist entirely of an eligible rollover distribution under provisions in the plan not inconsistent with Code Section 401 (aa)(31); , such transfer will be accomplished as a direct rollover under Code Section 401 (6) a)(31). The rules applicable to distributions under the transferred benefit is equal plan would apply to the Member's entire nonforteitable accrued benefit under transfer, but the transferor plan, calculated to transfer would not be at least the greater treated as a distribution for purposes of the single sum minimum distribution provided by the transferor plan (if any) or the present value of the Member's accrued benefit under the transferor plan payable at the plan's normal retirement age and calculated using an interest rate subject to the restrictions requirements of Code Section 417(e) and subject to the overall limitations of Code Section 415; 401 (7) the Member has a 100% nonforteitable interest in the transferred benefit; and (8) the transfer otherwise satisfies applicable Treasury regulationsa)(9).

MERGERS AND DIRECT TRANSFERS. The Plan may not be merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Member in the plan would (if the plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit the Member would have been entitled to receive immediately before the merger, consolidation or transfer (if this Plan had then terminated). We may enter into merger agreements or direct transfer of assets agreements with the employers under other retirement plans which are qualifiable under Code Section 401 (a401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such agreement. We shall not consent to, or be a party to a merger, consolidation or transfer of assets with a defined benefit plan if such action would result in a defined benefit feature being maintained under this Plan. The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Member when the transfer is made, the Eligible Employee shall be deemed to be an Active Member only for the purpose of investment and distribution of the transferred assets. He Our Contributions shall not be made for or allocated to the Eligible Employee and he may not make Member Contributions or accrue benefits Contributions, until the time he meets all of the requirements to become an Active Member. If he terminates employment prior to becoming an Active MemberThe Plan shall hold, his administer and distribute the transferred assets may be distributed as a part of the Plan. The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan accepted the transfer in order to him as if they were employer-derived accrued benefitsreflect the value of the transferred assets. Unless a transfer of assets to the Plan is an elective transfer, the Plan shall apply the optional forms of benefit protections described in Section 9.01 to all transferred assets. A transfer is elective if: (1) the transfer is voluntary, under a fully informed election by the Member; (2) the Member has an alternative that retains his Code Section 411(d)(6411 (d)(6) protected benefits (including an option to leave his benefit in the transferor plan, if that plan is not terminating); (3) if the transferor plan is subject to Code Sections 401 (a)(11401(a)(11) and 417, the transfer satisfies the applicable spousal consent requirements of the Code; (4) the notice requirements under Code Section 417, requiring a written explanation with respect to an election not to receive benefits in the form of a qualified joint and survivor annuity, are met with respect to the Member and spousal transfer election; (5) the Member has a right to immediate distribution from the transferor plan under provisions in the plan not inconsistent with Code Section 401 (a401(a); (6) the transferred benefit is equal to the Member's entire nonforteitable nonforfeitable accrued benefit under the transferor plan, calculated to be at least the greater of the single sum distribution provided by the transferor plan (if any) or the present value of the Member's accrued benefit under the transferor plan payable at the plan's normal retirement age and calculated using an interest rate subject to the restrictions of Code Section 417(e) and subject to the overall limitations of Code Section 415; (7) the Member has a 100% nonforteitable nonforfeitable interest in the transferred benefit; and (8) the transfer otherwise satisfies applicable Treasury regulations.