Common use of Non-Qualified Retirement Savings Plan Clause in Contracts

Non-Qualified Retirement Savings Plan. As of the Time of Distribution, Conexant will retain sponsorship of the Conexant Non-Qualified Retirement Savings Plan. Effective as of the Effective Time, each Washington Participant set forth on Schedule 3.03 who was eligible to participate in the Conexant Non-Qualified Savings Plan prior to the Time of Distribution will be treated as having terminated employment with Conexant and the Conexant Subsidiaries for purposes of determining his or her eligibility to participate in the Conexant Non-Qualified Savings Plan and will be paid his or her vested account balance pursuant to the terms of the plan. Accordingly, none of Washington or any member of the Washington Group will have or retain any interest in or right to any of the assets of the Conexant Non-Qualified Savings Plan or, except as set forth in the immediately following sentence, will have any Liabilities with respect to such plan, and Conexant will have full power and authority with respect to the Conexant Non-Qualified Savings Plan. Notwithstanding anything to the contrary in this Section 3.03, within three Business Days (as defined in the Merger Agreement) after the Time of Distribution, Washington shall pay to Conexant an amount equal to the vested account balances paid or to be paid to such Washington Participants by Conexant pursuant to the terms of the Conexant Non-Qualified Savings Plan and this Section 3.03.

Non-Qualified Retirement Savings Plan. As of and after the Time of Distribution, Conexant will retain sponsorship of the Conexant Non-Qualified Retirement Savings PlanPlan and will retain all assets thereof and all rights therein. Effective as of the Effective TimeTime of Distribution, each Washington Mindspeed Participant set forth on Schedule 3.03 who was eligible to participate in the Conexant Non-Qualified Savings Plan prior to the Time of Distribution will be treated as having terminated employment with Conexant and the Conexant its Subsidiaries for purposes of determining his or her eligibility to participate in the Conexant Non-Qualified Savings Plan and will be paid his or her vested account balance pursuant to the terms of the plan. Accordingly, none of Washington or Mindspeed, any other member of the Washington Mindspeed Group or Affiliates of the foregoing will have or retain acquire any interest in or right to any of the assets of the Conexant Non-Qualified Savings Plan or, except as set forth in the immediately following sentence, will have any Liabilities with respect to such plan, and Conexant will have full power and authority with respect to the amendment and termination of the Conexant Non-Qualified Savings Plan and the investment and disposition of assets held in the Conexant Non-Qualified Savings Plan. Notwithstanding anything to the contrary in this Section 3.03, within three five (5) Business Days (as defined in the Merger Agreement) after the Time of Distribution, Washington Mindspeed shall pay to Conexant an amount equal to the vested account balances paid or to be paid to such Washington Mindspeed Participants by Conexant pursuant to the terms of the Conexant Non-Qualified Savings Plan and this Section 3.03.