Common use of Moody's Savings Plan Clause in Contracts

Moody's Savings Plan. (a) As of the Effective Time, Moody's shall adopt the Moody's Savings Plan for the benefit of Moody's Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, Moody's Employees (other than Moody's Elective Retirees who shall keep their balances in the Corporation Savings Plan) shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) Moody's Employees may keep their balances in the Corporation Savings Plan (such employees being known as "Moody's Bifurcated Savings Plan Employees"); or (ii) Moody's Employees may transfer their balances to the Moody's Savings Plan (such employees being known as "Moody's Transferred Savings Plan Employees"). If a Moody's Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the Moody's Savings Plan, and (ii) such employee shall be treated as a Moody's Transferred Savings Plan Employee. (c) On the Moody's Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the Moody's Savings Plan the full account balances (inclusive of loans) of Moody's Transferred Savings Plan Employees in cash or in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans to Moody's Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the Moody's Savings Plan shall, as of the Moody's Savings Plan Transfer Date, assume all Liabilities attributable to such assets.

Moody's Savings Plan. (a) As of the Effective Time, Moody's shall adopt the Moody's Savings Plan for the benefit of Moody's Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, Moody's Employees (other than Moody's Elective Retirees who shall keep their balances in the Corporation Savings Plan) shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) Moody's Employees may keep their balances in the Corporation Savings Plan (such employees being known as "Moody's Bifurcated Savings Plan Employees"); or (ii) Moody's Employees may transfer their balances to the Moody's Savings Plan (such employees being known as "Moody's Transferred Savings Plan Employees"). If a Moody's Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the Moody's Savings Plan, and (ii) such employee shall be treated as a Moody's Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the Moody's Savings Plan shall occur (the "Moody's Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of Moody's Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, Moody's shall furnish to New D&B a favorable determination letter that the Moody's Savings Plan is qualified under Section 401(a) of the Code. (c) On the Moody's Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the Moody's Savings Plan the full account balances (inclusive of loans) of Moody's Transferred Savings Plan Employees in cash or in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans to Moody's Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the Moody's Savings Plan shall, as of the Moody's Savings Plan Transfer Date, assume all Liabilities attributable to such assets.