Common use of Qualified Defined Contribution Plans Clause in Contracts

Qualified Defined Contribution Plans. (a) No member of the Duck Head Group or the Delta Apparel Group shall have any obligation to make contributions to the Delta Woodside Industries, Inc. Savings and Investment Plan (the "Delta Woodside 401(k) Plan") in respect of any member of the Duck Head Employee Group or the Delta Apparel Employee Group or otherwise after the Effective Time, except for accrued but unpaid employee and employer contributions, if any, relating to that employee's compensation earned before the Effective Time. (b) Effective not later than the Effective Time, Duck Head shall, or shall cause a member of the Duck Head Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of 37 the Code (the "Duck Head 401(k) Plan"). Members of the Duck Head Employee Group shall be vested in their benefits under and eligible to participate in the Duck Head 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(k) Plan immediately before the Effective Time. (c) Effective not later than the Effective Time, Delta Apparel shall, or shall cause a member of the Delta Apparel Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of the Code (the "Delta Apparel 401(k) Plan"). Members of the Delta Apparel Employee Group shall be vested in their benefits under and eligible to participate in the Delta Apparel 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(k) Plan immediately before the Effective Time. (d) As soon as practicable after the adoption or designation of the Duck Head 401(k) Plan, Delta Woodside shall cause to be transferred to the Duck Head 401(k) Plan cash or, to the extent provided below, other assets as the parties may agree, having a fair market value equal to the aggregate value of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense account, as of the date of the plan asset transfer for each member of the Duck Head Employee Group. The plan asset transfer contemplated by this paragraph (d) shall include any notes evidencing loans to members of the Duck Head Employee Group from their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, and shall also include all qualified domestic relations orders, within the meaning of Section 414(p) of the Code, applicable to members of the Duck Head Employee Group. The transfer of assets contemplated by this paragraph (d) shall be made only after Duck Head has supplied to Delta Woodside a written representation from Duck Head (with appropriate indemnities) to the effect that the Duck Head 401(k) Plan has been established in accordance with the Code and ERISA, and an agreement that Duck Head has requested or will request a determination letter from the IRS and will make any and all changes to the Duck Head 401(k) Plan necessary to receive a favorable determination letter. (e) As soon as practicable after the adoption or designation of the Delta Apparel 401(k) Plan, Delta Woodside shall cause to be transferred to the Delta Apparel 401(k) Plan cash or, to the extent provided below, other assets as the parties may agree, having a fair market value equal to the aggregate value of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense account, as of the date of the plan asset transfer for each member of the Delta Apparel Employee Group. The plan asset transfer contemplated by this paragraph (e) shall include any notes evidencing loans to members of the Delta Apparel Employee Group from their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, and shall also include all qualified domestic relations orders, within the meaning of Section 414(p) of the Code, applicable to members of the Delta Apparel Employee Group. The transfer of assets contemplated by this paragraph

Qualified Defined Contribution Plans. (a) No member of the Duck Head Group or the Delta Apparel Group shall have any obligation to make contributions to the Delta Woodside Industries, Inc. Savings and Investment Plan (the "Delta Woodside 401(k) Plan") in respect of any member of the Duck Head Employee Group or the Delta Apparel Employee Group or otherwise after the Effective Time, except for accrued but unpaid employee and employer contributions, if any, relating to that employee's compensation earned before the Effective Time. (b) Effective not later than the Effective Time, Duck Head shall, or shall cause a member of the Duck Head Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of 37 the Code (the "Duck Head 401(k) Plan"). Members of the Duck Head Employee Group shall be vested in their benefits under and eligible to participate in the Duck Head 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(k) Plan immediately before the Effective Time. (c) Effective not later than the Effective Time, Delta Apparel shall, or shall cause a member of the Delta Apparel Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of the Code (the "Delta Apparel 401(k) Plan"). Members of the Delta Apparel Employee Group shall be vested in their benefits under and eligible to participate in the Delta Apparel 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(k) Plan immediately before the Effective Time. (d) As soon as practicable after the adoption or designation of the Duck Head 401(k) Plan, Delta Woodside shall cause to be transferred to the Duck Head 401(k) Plan cash or, to the extent provided below, other assets as the parties may agree, having a fair market value equal to the aggregate value of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense account, as of the date of the plan asset transfer for each member of the Duck Head Employee Group. The plan asset transfer contemplated by this paragraph (d) shall include any notes evidencing loans to members of the Duck Head Employee Group from their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, and shall also include all qualified domestic relations orders, within the meaning of Section 414(p) of the Code, applicable to members of the Duck Head Employee Group. The transfer of assets contemplated by this paragraph (d) shall be made only after Duck Head has supplied to Delta Woodside a written representation from Duck Head (with appropriate indemnities) to the effect that the Duck Head 401(k) Plan has been established in accordance with the Code and ERISA, and an agreement that Duck Head has requested or will request a determination letter from the IRS and will make any and all changes to the Duck Head 401(k) Plan necessary to receive a favorable determination letter. (e) As soon as practicable after the adoption or designation of the Delta Apparel 401(k) Plan, Delta Woodside shall cause to be transferred to the Delta Apparel 401(k) Plan cash or, to the extent provided below, other assets as the parties may agree, having a fair market value equal to the aggregate value of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense account, as of the date of the plan asset transfer for each member of the Delta Apparel Employee Group. The plan asset transfer contemplated by this paragraph (e) shall include any notes evidencing loans to members of the Delta Apparel Employee Group from their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, and shall also include all qualified domestic relations orders, within the meaning of Section 414(p) of the Code, applicable to members of the Delta Apparel Employee Group. The transfer of assets contemplated by this paragraphparagraph (e) shall be made only after Delta Apparel has supplied to Delta Woodside a written representation from Delta Apparel (with appropriate indemnities) to the effect that the Delta Apparel 401(k) Plan has been established in accordance with the Code and ERISA, and an agreement that Delta Apparel has requested or will request a determination letter from the IRS and will make any and all changes to the Delta Apparel 401(k) Plan necessary to receive a favorable determination letter. (f) In any event, the transfer of plan assets provided for in paragraphs (d) and (e) above shall occur such that each participant in the Delta Woodside 401(k) Plan immediately prior to the transfer of assets would receive a benefit immediately after the transfer of assets (if the Delta Woodside 401(k) Plan, the Duck Head 401(k) Plan and the Delta Apparel 401(k) Plan were then terminated) that would be equal to or greater than the benefit such participant would have received immediately before the transfer of assets (if the Delta Woodside 401(k) Plan had then terminated). (g) Delta Woodside, Duck Head and Delta Apparel shall cooperate with each other during the period beginning on the date hereof and ending on the date that the assets are transferred to the trust maintained under the Duck Head 401(k) Plan or Delta Apparel 401(k) Plan, as applicable, to ensure the ongoing operation and administration of the Delta Woodside 401(k) Plan, the Duck Head 401(k) Plan and the Delta Apparel 401(k) Plan with respect to the members of the Delta Woodside Employee Group, the Duck Head Employee Group and the Delta Apparel Employee Group. After those transfers of assets, (i) Duck Head shall assume all of the Delta Woodside Group Liabilities under the Delta Woodside 401(k) Plan with respect to each member of the Duck Head Employee Group and the Delta Woodside Group shall have no further liability, under this Distribution Agreement or otherwise, to any member of the Duck Head Group or any member of the Duck Head Employee Group under the Delta Woodside 401(k) Plan other than liability arising out of any breach of fiduciary duties or any non-exempt prohibited transaction occurring before that transfer of assets and liabilities, and (ii) Delta Apparel shall assume all of the Delta Woodside Group Liabilities under the Delta Woodside 401(k) Plan with respect to each member of the Delta Apparel Employee Group and the Delta Woodside Group shall have no further liability, under this Distribution Agreement or otherwise, to any member of the Delta Apparel Group or any member of the Delta Apparel Employee Group under the Delta Woodside 401(k) Plan other than liability arising out of any breach of fiduciary duties or any non-exempt prohibited transaction occurring before that transfer of assets and liabilities.

Qualified Defined Contribution Plans. (a) No member Effective as of the Duck Head Benefits Transition Date, the Outdoor Americas Group or established the Delta Apparel Outdoor 401(k) Plan. Effective as of no later than the IPO Closing Time, the CBS Group shall have any obligation to make contributions to caused the Delta Woodside Industries, Inc. Savings and Investment Plan (the "Delta Woodside 401(k) Plan") in respect of any member accounts of the Duck Head Employee Group or Outdoor Americas Employees and Former Outdoor Americas Employees under the Delta Apparel Employee Group or otherwise after the Effective Time, except for accrued but unpaid employee and employer contributions, if any, relating to that employee's compensation earned before the Effective Time. (b) Effective not later than the Effective Time, Duck Head shall, or shall cause a member of the Duck Head Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of 37 the Code (the "Duck Head 401(k) Plan"). Members of the Duck Head Employee Group shall be vested in their benefits under and eligible to participate in the Duck Head CBS 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(krelated trust (including any outstanding loans) Plan immediately before the Effective Time. (c) Effective not later than the Effective Time, Delta Apparel shall, or shall cause a member of the Delta Apparel Group to, adopt or designate a defined contribution plan intended to qualify under Section 401(a) and Section 401(k) of the Code (the "Delta Apparel 401(k) Plan"). Members of the Delta Apparel Employee Group shall be vested in their benefits under and eligible to participate in the Delta Apparel 401(k) Plan on and after the Effective Time to the same extent that those members were vested in their benefits under and eligible to participate in the Delta Woodside 401(k) Plan immediately before the Effective Time. (d) As soon as practicable after the adoption or designation of the Duck Head 401(k) Plan, Delta Woodside shall cause to be transferred to the Duck Head Outdoor 401(k) Plan and related trust in cash or, to the extent provided below, or such other assets as determined by the parties may agree, having a fair market value equal to the aggregate value of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense account, as applicable plan fiduciaries. As of the date of the plan asset transfer for each member of the Duck Head Employee Group. The plan asset transfer contemplated by this paragraph (d) shall include any notes evidencing loans to members of the Duck Head Employee Group from their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, and shall also include all qualified domestic relations orders, within the meaning of Section 414(p) of the Code, applicable to members of the Duck Head Employee Group. The transfer of assets contemplated by this paragraph (d) shall be made only after Duck Head has supplied to Delta Woodside a written representation from Duck Head (with appropriate indemnities) to the effect that trust maintained for the Duck Head Outdoor 401(k) Plan has been established in accordance with of the Code and ERISA, and an agreement that Duck Head has requested or will request a determination letter from the IRS and will make any and all changes to the Duck Head CBS 401(k) Plan necessary to receive a favorable determination letter. (e) As soon as practicable after the adoption account of an Outdoor Americas Employee or designation of the Delta Apparel 401(k) PlanFormer Outdoor Americas Employee, Delta Woodside Outdoor Americas shall cause to be transferred to the Delta Apparel Outdoor 401(k) Plan cash orand related trust to assume and be solely responsible for all liabilities for plan benefits under the Outdoor 401(k) Plan or CBS 401(k) Plan and related trusts to such Outdoor Americas Employee or Former Outdoor Americas Employee. CBS and Outdoor Americas agree to cooperate in making all appropriate filings and taking all reasonable actions required to implement the provisions of this Table of Contents Section 9.03(a); provided, that Outdoor Americas acknowledges that it shall be responsible for complying (or ensuring that its prototype plan provider is complying) with any requirements and applying for any Internal Revenue Service determination or opinion letters with respect to the extent provided below, other assets as the parties may agree, having a fair market value equal Outdoor Americas 401(k) Plan and related trust. Subject to the aggregate value requirements of the account balances in the Delta Woodside 401(k) Plan, and any allocable portion of any suspense accountapplicable Law, as of no later than 15 days prior to the date launch of the plan asset Initial Exchange Offer, the Outdoor Americas Group shall take such actions as are necessary to liquidate any shares of CBS Common Stock that are held in the Outdoor 401(k) Plan and its related trust. Subject to the requirements of applicable Law, from and following the transfer for each member to the Outdoor 401(k) Plan and related trust of the Delta Apparel Employee Group. The plan asset transfer contemplated by this paragraph (e) shall include any notes evidencing loans to members accounts of the Delta Apparel Employee Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust, the Outdoor Americas Group from shall permit participants in the Outdoor 401(k) Plan to transfer the investment of their account balances, securities, Delta Woodside Shares, if any, Duck Head Shares, if any, and Delta Apparel Shares, if any, held in any such member's account and the balance in cash, plan accounts out of CBS Common Stock and shall also include all qualified domestic relations orders, within prohibit participants from transferring the meaning investment of Section 414(p) their plan accounts or electing the investment of the Code, applicable new contributions to members their plan accounts in shares of the Delta Apparel Employee Group. The transfer of assets contemplated by this paragraphCBS Common Stock.