Common use of Qualified Defined Contribution Plans Clause in Contracts

Qualified Defined Contribution Plans. (a) Seller shall cause the Chevron Employee Savings Investment Plan (“Seller’s Defined Contribution Plan”) to fully vest each Affected Employee as of the date his or her employment with Seller terminates, and to provide for the distribution of such Affected Employee’s vested benefits in accordance with such plan’s distribution rules. (b) No later than the Hire Date, Buyer shall cause Services Company to establish and maintain, or make provision for, a defined contribution plan that is qualified as soon as practicable following the Closing Date under Section 401 of the Internal Revenue Code (“Buyer’s Defined Contribution Plan”). Buyer’s Defined Contribution Plan shall not be terminated prior to one year after the Hire Date. Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to recognize for purposes of participation eligibility, vesting and benefit eligibility purposes each Affected Employee’s service for such purposes under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates. (c) Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to accept the direct rollover of Affected Employees’ benefit distributed from Seller’s Defined Contribution Plan in cash and, where the Affected Employee elects to roll over his entire eligible balance, any promissory notes not accelerated (as provided in Internal Revenue Code Section 401(a)(31)). Any Affected Employee who elects to roll over his or her entire eligible balance from Seller’s Defined Contribution Plan to Buyer’s Defined Contribution Plan may elect to include with the rollover any loans outstanding under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates, provided the loans have not been accelerated at the time of the rollover and, provided further, that, within 30 days of the Closing Date, Seller causes Seller’s Defined Contribution Plan to deliver to Buyer’s Defined Contribution Plan the promissory notes and/or other loan documentation of any Affected Employee who has elected to include an outstanding loan with such a rollover.

Qualified Defined Contribution Plans. (aEffective as of the Benefits Transition Date, the Radio Group established a defined contribution retirement plan initially to be known as the CBS Radio 401(k) Seller shall cause the Chevron Employee Savings Investment Plan (the “Seller’s Defined Contribution Radio 401(k) Plan”) to fully vest each Affected ). As soon as practicable following the Benefits Transition Date, the CBS Group shall have caused the accounts of the Radio Employees (excluding any such individual who has not been hired or identified as a Radio Employee as of the Benefits Transition Date) and Former Radio Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Radio 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date his or her employment with Seller terminates, and of transfer to provide the trust maintained for the distribution Radio 401(k) Plan of the CBS 401(k) Plan account of a Radio Employee or Former Radio Employee, Radio shall have caused the Radio 401(k) Plan and related trust to assume and be solely responsible for all liabilities under the Radio 401(k) Plan and related trust with respect to such Affected Radio Employee or Former Radio Employee’s vested benefits . CBS and Radio agree to cooperate in accordance making all appropriate filings and taking all commercially reasonable actions required to implement the provisions of this Section 9.03(a); provided that Radio acknowledges that it shall be responsible for complying (or ensuring that its prototype plan provider is complying) with such plan’s distribution rules. (bany requirements and applying for any Internal Revenue Service determination or opinion letters with respect to the Radio 401(k) No later than Plan and related trust. Subject to the Hire Daterequirements of applicable Law, Buyer from and following the transfer to the Radio 401(k) Plan and related trust of the applicable accounts under the CBS 401(k) Plan and related trust, participants in the Radio 401(k) Plan may transfer the investment of their plan accounts out of CBS Class B Common Stock and shall cause Services Company be prohibited from transferring the investment of their plan accounts or electing the investment of new contributions to establish and maintain, their plan accounts in shares of CBS Class B Common Stock. Prior to or make provision for, a defined contribution plan that is qualified as soon as practicable following the Closing De-consolidation Date, CBS shall transfer account balances (including any outstanding loans) from the CBS 401(k) Plan to the Radio 401(k) Plan of any individual who becomes a Radio Employee after the Benefits Transition Date under Section 401 of the Internal Revenue Code (“Buyer’s Defined Contribution Plan”). Buyer’s Defined Contribution Plan shall not be terminated and on or prior to one year after the Hire Date. Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to recognize for purposes of participation eligibility, vesting and benefit eligibility purposes each Affected Employee’s service for such purposes under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates. (c) Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to accept the direct rollover of Affected Employees’ benefit distributed from Seller’s Defined Contribution Plan in cash and, where the Affected Employee elects to roll over his entire eligible balance, any promissory notes not accelerated (as provided in Internal Revenue Code Section 401(a)(31)). Any Affected Employee who elects to roll over his or her entire eligible balance from Seller’s Defined Contribution Plan to Buyer’s Defined Contribution Plan may elect to include with the rollover any loans outstanding under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates, provided the loans have not been accelerated at the time of the rollover and, provided further, that, within 30 days of the Closing De-Consolidation Date, Seller causes Seller’s Defined Contribution Plan to deliver to Buyer’s Defined Contribution Plan which transfer may be effectuated through a trust-to-trust transfer, as determined by CBS, based on the promissory notes and/or other loan documentation of any Affected Employee who has elected to include an outstanding loan with such a rolloverprinciples and procedures set forth in this Section 9.03(a).

Qualified Defined Contribution Plans. (a) 3.1 Prior to the Closing Date, Seller shall cause take all actions as are necessary to provide that all persons who are neither Business Employees nor Retired Business Employees shall cease accruing benefits under the Chevron Northrop Grumman Integrated Systems & Aerostructures Represented Employee Savings and Investment Plan (“Seller’s Defined Contribution Plan”) to fully vest each Affected Employee as in respect of the date his or her employment with Seller terminates, and to provide for the distribution of such Affected Employee’s vested benefits in accordance with such plan’s distribution rules. (b) No later than the Hire Date, Buyer shall cause Services Company to establish and maintain, or make provision for, a defined contribution plan that is qualified as soon as practicable periods following the Closing Date under Section 401 of the Internal Revenue Code (“Buyer’s Defined Contribution Plan”). Buyer’s Defined Contribution Plan shall not be terminated prior to one year after the Hire Date. Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to recognize for purposes of participation eligibility, vesting and benefit eligibility purposes each Affected Employee’s service for such purposes under Seller’s Defined Contribution Plan Effective as of the date his or her employment with Seller terminates. (c) Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to accept the direct rollover of Affected Employees’ benefit distributed from Seller’s Defined Contribution Plan in cash and, where the Affected Employee elects to roll over his entire eligible balance, any promissory notes not accelerated (as provided in Internal Revenue Code Section 401(a)(31)). Any Affected Employee who elects to roll over his or her entire eligible balance from Seller’s Defined Contribution Plan to Buyer’s Defined Contribution Plan may elect to include with the rollover any loans outstanding under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates, provided the loans have not been accelerated at the time of the rollover and, provided further, that, within 30 days of the Closing Date, Buyer shall assume the sponsorship of the Northrop Grumman Integrated Systems & Aerostructures Represented Employee Savings and Investment Plan and in connection therewith shall assume all responsibility for the administration of such plan and its assets and liabilities with respect to Business Employees and Retired Business Employees. Buyer shall arrange effective as of the Closing Date to enter into appropriate agreements or modify existing agreements with trustees and other vendors providing services to this plan; provided, how ever, that Seller causes Seller’s shall use its reasonable efforts to cause such trustees and vendors to continue to provide services to such plan until December 31, 2001 (or such earlier date as Buyer shall determine) on substantially the same terms and conditions as such services were provided to such plan immediately prior to the Closing Date. As soon as practicable after the Closing Date but effective as of the Closing Date, Buyer and Seller shall cause such plan to transfer to one or more other defined contribution plans maintained by Seller (the "Seller Defined Contribution Plan Plans"), in a manner consistent with Code Section 414(l), assets and liabilities attributable to deliver persons who are neither Business Employees nor Retired Business Employees but who do have account balances under such plan, and Buyer shall have no obligation or liability with respect thereto. Such transfer of assets to Buyer’s the Seller Defined Contribution Plans is subject to the receipt by Buyer of, and no such transfer shall be made unless Buyer has received: (i) evidence reasonably satisfactory to it that Seller has timely completed all governmental filings or submissions needed in order for the Seller Defined Contribution Plans to receive a transfer of assets from the Northrop Grumman Integrated Systems & Aerostructures Represented Employee Savings and Investment Plan and (ii)(A) a current and valid IRS qualification letter with respect to the promissory notes and/or other loan documentation of any Affected Employee who has elected to include an outstanding loan with such a rollover.Seller Defined Contribution Plans, or

Qualified Defined Contribution Plans. (aEffective as of the Benefits Transition Date, the Radio Group established a defined contribution retirement plan initially to be known as the CBS Radio 401(k) Seller shall cause the Chevron Employee Savings Investment Plan (the “Seller’s Defined Contribution Radio 401(k) Plan”) to fully vest each Affected ). As soon as practicable following the Benefits Transition Date, the CBS Group shall have caused the accounts of the Radio Employees (excluding any such individual who has not been hired or identified as a Radio Employee as of the Benefits Transition Date) and Former Radio Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Radio 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date his or her employment with Seller terminates, and of transfer to provide the trust maintained for the distribution Radio 401(k) Plan of the CBS 401(k) Plan account of a Radio Employee or Former Radio Employee, Radio shall have caused the Radio 401(k) Plan and related trust to assume and be solely responsible for all liabilities under the Radio 401(k) Plan and related trust with respect to such Affected Radio Employee or Former Radio Employee’s vested benefits . CBS and Radio agree to cooperate in accordance making all appropriate filings and taking all commercially reasonable actions required to implement the provisions of this Section 8.3(a); provided that Radio acknowledges that it shall be responsible for complying (or ensuring that its prototype plan provider is complying) with such plan’s distribution rules. (bany requirements and applying for any Internal Revenue Service determination or opinion letters with respect to the Radio 401(k) No later than Plan and related trust. Subject to the Hire Daterequirements of applicable Law, Buyer from and following the transfer to the Radio 401(k) Plan and related trust of the applicable accounts under the CBS 401(k) Plan and related trust, participants in the Radio 401(k) Plan may transfer the investment of their plan accounts out of CBS Class B Common Stock and shall cause Services Company be prohibited from transferring the investment of their plan accounts or electing the investment of new contributions to establish and maintain, their plan accounts in shares of CBS Class B Common Stock. Prior to or make provision for, a defined contribution plan that is qualified as soon as practicable following the Closing Distribution Date, CBS shall transfer account balances (including any outstanding loans) from the CBS 401(k) Plan to the Radio 401(k) Plan of any individual who becomes a Radio Employee after the Benefits Transition Date under and on or prior to the Distribution Date, which transfer may be effectuated through a trust-to-trust transfer, as determined by CBS, based on the principles and procedures set forth in this Section 401 8.3(a). Notwithstanding any provision of this Agreement to the Internal Revenue Code contrary (including the definition of “Buyer’s Defined Contribution PlanRadio Business”). Buyer’s Defined Contribution , the Radio 401(k) Plan shall not be terminated prior to one year after the Hire Date. Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to recognize for purposes assume and retain all account balances of participation eligibilityany former employee of any terminated, vesting and benefit eligibility purposes each Affected Employee’s service for such purposes under Seller’s Defined Contribution Plan as of the date his divested or her employment with Seller terminates. (c) Buyer shall cause Services Company to cause Buyer’s Defined Contribution Plan to accept the direct rollover of Affected Employees’ benefit distributed from Seller’s Defined Contribution Plan in cash and, where the Affected Employee elects to roll over his entire eligible balance, any promissory notes not accelerated (as provided in Internal Revenue Code Section 401(a)(31)). Any Affected Employee who elects to roll over his discontinued business or her entire eligible balance from Seller’s Defined Contribution Plan to Buyer’s Defined Contribution Plan may elect to include with the rollover any loans outstanding under Seller’s Defined Contribution Plan as of the date his or her employment with Seller terminates, provided the loans have not been accelerated operations that at the time of termination, divestiture or discontinuation primarily related to the rollover and, provided further, that, within 30 days of the Closing Date, Seller causes Seller’s Defined Contribution Plan to deliver to Buyer’s Defined Contribution Plan the promissory notes and/or other loan documentation of any Affected Employee who has elected to include an outstanding loan with such a rolloverRadio Business as then conducted.

Qualified Defined Contribution Plans. (a) Seller Sellers shall cause the Chevron ChevronTexaco Employee Savings Investment Plan (“Seller’s Sellers’ Defined Contribution Plan”) to fully vest each Affected Employee as of the date his or her employment with Seller Sellers terminates, and to provide for the distribution of such Affected Employee’s vested benefits in accordance with such plan’s distribution rules. (b) No later than the Hire Date, Buyer Buyers shall cause Services Company to establish and maintain, or make provision for, a defined contribution plan that is qualified as soon as practicable following the Closing Date under Section 401 of the Internal Revenue Code (“Buyer’s Buyers’ Defined Contribution Plan”). Buyer’s Buyers’ Defined Contribution Plan shall not be terminated prior to one year after the Hire Date. Buyer Buyers shall cause Services Company to cause Buyer’s the Buyers’ Defined Contribution Plan to recognize for purposes of participation eligibility, vesting and benefit eligibility purposes each Affected Employee’s Employees service for such purposes under Seller’s Sellers’ Defined Contribution Plan as of the the’ date his or her employment with Seller Sellers terminates. (c) Buyer shall cause Services Company to cause Buyer’s the Buyers’ Defined Contribution Plan to accept the direct rollover of Affected Employees’ benefit distributed from Seller’s Sellers’ Defined Contribution Plan in cash and, where the Affected Employee elects to roll over his entire eligible balance, any promissory notes not accelerated (as provided in Internal Revenue Code Section 401(a)(31)). Any Affected Employee who elects to roll over his or her entire eligible balance from Seller’s Sellers’ Defined Contribution Plan to Buyer’s Buyers’ Defined Contribution Plan may elect to include with the rollover any loans outstanding under Seller’s Sellers’ Defined Contribution Plan Plans as of the date his or her employment with Seller Sellers terminates, provided the loans have not been accelerated at the time of the rollover and, provided further, that, within 30 days of the Closing Date, Seller causes Seller’s Defined Contribution Plan to deliver to Buyer’s Defined Contribution Plan the promissory notes and/or other loan documentation of any Affected Employee who has elected to include an outstanding loan with such a rollover.