Common use of Qualified Defined Contribution Plan Clause in Contracts

Qualified Defined Contribution Plan. (a) Assumption of Parent 401(k) Plan by SpinCo. Effective on or prior to the Effective Time, SpinCo shall, or shall cause one of its Affiliates to, assume sponsorship of the Atlas Energy, L.P. Investment Savings Plan (the “Parent 401(k) Plan”) and related trust, and make such amendments thereto as necessary to reflect the new sponsorship thereof by SpinCo (such plan as renamed as of the Effective Time in connection with such assumption, the “SpinCo 401(k) Plan”). From and after the Effective Time, no Retained Business Participants shall accrue any benefits under the SpinCo 401(k) Plan. (b) Direct Transfer of SpinCo 401(k) Account Balances to the TRGP 401(k) Plan. Effective as of the Effective Time, Retained Business Participants shall become fully vested in their account balances under the SpinCo 401(k) Plan. As soon as reasonably practicable following the date the contributions described in Section 3.1(c) are made to the SpinCo 401(k) Plan, SpinCo shall cause the SpinCo 401(k) Plan accounts (including any outstanding loan balances to the extent permitted under the SpinCo 401(k) Plan and other Assets) of all Retained Business Participants to be transferred from the trust underlying the SpinCo 401(k) Plan in kind to the trust underlying the applicable TRGP 401(k) Plan in accordance with Section 7.14(d) of the Merger Agreement. Any transfer of assets pursuant to this Section 3.1(b) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation § 1.414(1)-1, Section 401(a)(12) of the Code, and Section 208 of ERISA. (c) Contributions under the Parent 401(k) Plan as of the Effective Time. All contributions accrued by Retained Business Participants under the Parent 401(k) Plan (including employee deferrals, matching contributions, profit-sharing contributions, and employer non-elective contributions) through the Effective Time, determined in accordance with the terms and provisions of the Parent 401(k) Plan, ERISA, and the Code, and based on all service performed and compensation accrued prior to the Effective Time, and which have not been deposited prior to the Effective Time, shall be deposited by Parent to the Parent 401(k) Plan prior to the Effective Time. Such contributions shall be determined without taking into account any requirement in the SpinCo 401(k) Plan that a participant remain employed on any date following the Effective Time in order to qualify therefor.

Qualified Defined Contribution Plan. (a) Assumption of Parent 401(k) Plan by SpinCo. Effective on or prior to the Effective Time, SpinCo shall, or shall cause one of its Affiliates to, assume sponsorship of the Atlas Energy, L.P. Investment Savings Plan (the “Parent 401(k) Plan”) and related trust, and make such amendments thereto as necessary to reflect the new sponsorship thereof by SpinCo (such SpinCo(such plan as renamed as of the Effective Time in connection with such assumption, the “SpinCo 401(k) Plan”). From and after the Effective Time, no Retained Business Participants shall accrue any benefits under the SpinCo 401(k) Plan. (b) Direct Transfer Rollover of SpinCo 401(k) Account Balances to the TRGP 401(k) Plan. Effective as of the Effective Time, Retained Business Participants shall become fully vested in their account balances under the SpinCo 401(k) Plan. As soon as reasonably practicable following the date the contributions described in Section 3.1(c) are made to the SpinCo 401(k) PlanEffective Time, SpinCo shall cause the SpinCo 401(k) Plan accounts (including any outstanding loan balances to the extent permitted under the SpinCo 401(k) Plan and other Assets) of all make distributions available to Retained Business Participants to be transferred from the trust underlying the SpinCo 401(k) Plan in kind to the trust underlying the applicable TRGP 401(k) Plan in Participants. In accordance with Section 7.14(d) of the Merger Agreement. Any transfer of assets pursuant , Parent and Parent GP shall cause the TRGP 401(k) Plan to this Section 3.1(baccept any such distribution (including, to the extent timely elected by the Retained Business Participant, loans) shall be conducted in accordance with Section 414(l) of the Code, Treasury Regulation § 1.414(1)-1, Section 401(a)(12) of the Code, and Section 208 of ERISAto a Retained Business Participant as a rollover contribution if so directed by such Retained Business Participant. (c) Contributions under the Parent 401(k) Plan as of the Effective Time. All contributions accrued by Retained Business Participants under the Parent 401(k) Plan (including employee deferrals, matching contributions, profit-sharing contributions, and employer non-elective contributions) through the Effective Time, determined in accordance with the terms and provisions of the Parent 401(k) Plan, ERISA, and the Code, and based on all service performed and compensation accrued prior to the Effective Time, and which have not been deposited prior to the Effective Time, shall be deposited by Parent to the Parent 401(k) Plan prior to the Effective Time. Such contributions shall be determined without taking into account any requirement in the SpinCo 401(k) Plan that a participant remain employed on any date following the Effective Time in order to qualify therefor.