Common use of Qualified Defined Contribution Plans Clause in Contracts

Qualified Defined Contribution Plans. Effective as of the Benefits Transition Date, the Outdoor Americas Group established the Outdoor 401(k) Plan. Effective as of no later than the IPO Closing Time, the CBS Group shall have caused the accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Outdoor 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date of transfer to the trust maintained for the Outdoor 401(k) Plan of the CBS 401(k) Plan account of an Outdoor Americas Employee or Former Outdoor Americas Employee, Outdoor Americas shall cause the Outdoor 401(k) Plan and 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 Outdoor Americas 401(k) Plan and related trust. Subject to the requirements of applicable Law, as of no later than 15 days prior to the launch of the 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 to the Outdoor 401(k) Plan and related trust of the accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust, the Outdoor Americas Group shall permit participants in the Outdoor 401(k) Plan to transfer the investment of their plan accounts out of CBS Common Stock and shall prohibit participants from transferring the investment of their plan accounts or electing the investment of new contributions to their plan accounts in shares of CBS Common Stock.

Qualified Defined Contribution Plans. Effective as of the Benefits Transition Date, the Outdoor Americas Radio Group established a defined contribution retirement plan initially to be known as the Outdoor CBS Radio 401(k) Plan (the “Radio 401(k) Plan”). Effective As soon as of no later than practicable following the IPO Closing TimeBenefits Transition Date, the CBS Group shall have caused the accounts of the Outdoor Americas 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 Outdoor Americas Radio Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Outdoor Radio 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date of transfer to the trust maintained for the Outdoor Radio 401(k) Plan of the CBS 401(k) Plan account of an Outdoor Americas a Radio Employee or Former Outdoor Americas Radio Employee, Outdoor Americas Radio shall cause have caused the Outdoor Radio 401(k) Plan and related trust to assume and be solely responsible for all liabilities for plan benefits under the Outdoor 401(k) Plan or CBS Radio 401(k) Plan and related trusts trust with respect to such Outdoor Americas Radio Employee or Former Outdoor Americas Radio Employee. CBS and Outdoor Americas Radio agree to cooperate in making all appropriate filings and taking all commercially reasonable actions required to implement the provisions of this Table of Contents Section 9.03(a); provided, provided that Outdoor Americas Radio 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 Outdoor Americas Radio 401(k) Plan and related trust. Subject to the requirements of applicable Law, as of no later than 15 days prior to the launch of the 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 to the Outdoor Radio 401(k) Plan and related trust of the applicable accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust, the Outdoor Americas Group shall permit participants in the Outdoor Radio 401(k) Plan to may transfer the investment of their plan accounts out of CBS Class B Common Stock and shall prohibit participants be prohibited from transferring the investment of their plan accounts or electing the investment of new contributions to their plan accounts in shares of CBS Class B Common Stock. Prior to or as soon as practicable following the 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 and on or prior to the De-Consolidation 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 9.03(a).

Qualified Defined Contribution Plans. Effective as of 3.1 Prior to the Benefits Transition Closing Date, the Outdoor Americas Group established the Outdoor 401(k) Plan. Effective as of no later than the IPO Closing Time, the CBS Group shall have caused the accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Outdoor 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date of transfer to the trust maintained for the Outdoor 401(k) Plan of the CBS 401(k) Plan account of an Outdoor Americas Employee or Former Outdoor Americas Employee, Outdoor Americas shall cause the Outdoor 401(k) Plan and 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 Outdoor Americas 401(k) Plan and related trust. Subject to the requirements of applicable Law, as of no later than 15 days prior to the launch of the Initial Exchange Offer, the Outdoor Americas Group Seller shall take such all actions as are necessary to liquidate any shares provide that all persons who are neither Business Employees nor Retired Business Employees shall cease accruing benefits under the Northrop Grumman Integrated Systems & Aerostructures Represented Employee Savings and Investment Plan in respect of CBS Common Stock that are held in periods following the Outdoor 401(k) Closing Date. Effective as 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 related trustassets and liabilities with respect to Business Employees and Retired Business Employees. Subject 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 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 requirements Closing Date. As soon as practicable after the Closing Date but effective as of applicable Lawthe Closing Date, from Buyer and following the Seller shall cause such plan to transfer to one or more other defined contribution plans maintained by Seller (the Outdoor 401(k"Seller Defined Contribution Plans"), in a manner consistent with Code Section 414(l), assets and liabilities attributable to 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 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 related trust of (ii)(A) a current and valid IRS qualification letter with respect to the accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trustSeller Defined Contribution Plans, the Outdoor Americas Group shall permit participants in the Outdoor 401(k) Plan to transfer the investment of their plan accounts out of CBS Common Stock and shall prohibit participants from transferring the investment of their plan accounts or electing the investment of new contributions to their plan accounts in shares of CBS Common Stock.or

Qualified Defined Contribution Plans. Effective as of the Benefits Transition Date, the Outdoor Americas Radio Group established a defined contribution retirement plan initially to be known as the Outdoor CBS Radio 401(k) Plan (the “Radio 401(k) Plan”). Effective As soon as of no later than practicable following the IPO Closing TimeBenefits Transition Date, the CBS Group shall have caused the accounts of the Outdoor Americas 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 Outdoor Americas Radio Employees under the CBS 401(k) Plan and related trust (including any outstanding loans) to be transferred to the Outdoor Radio 401(k) Plan and related trust in cash or such other assets as determined by the applicable plan fiduciaries. As of the date of transfer to the trust maintained for the Outdoor Radio 401(k) Plan of the CBS 401(k) Plan account of an Outdoor Americas a Radio Employee or Former Outdoor Americas Radio Employee, Outdoor Americas Radio shall cause have caused the Outdoor Radio 401(k) Plan and related trust to assume and be solely responsible for all liabilities for plan benefits under the Outdoor 401(k) Plan or CBS Radio 401(k) Plan and related trusts trust with respect to such Outdoor Americas Radio Employee or Former Outdoor Americas Radio Employee. CBS and Outdoor Americas Radio agree to cooperate in making all appropriate filings and taking all commercially reasonable actions required to implement the provisions of this Table of Contents Section 9.03(a8.3(a); provided, provided that Outdoor Americas Radio 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 Outdoor Americas Radio 401(k) Plan and related trust. Subject to the requirements of applicable Law, as of no later than 15 days prior to the launch of the 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 to the Outdoor Radio 401(k) Plan and related trust of the applicable accounts of the Outdoor Americas Employees and Former Outdoor Americas Employees under the CBS 401(k) Plan and related trust, the Outdoor Americas Group shall permit participants in the Outdoor Radio 401(k) Plan to may transfer the investment of their plan accounts out of CBS Class B Common Stock and shall prohibit participants be prohibited from transferring the investment of their plan accounts or electing the investment of new contributions to their plan accounts in shares of CBS Class B Common Stock. Prior to or as soon as practicable following the 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 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 8.3(a). Notwithstanding any provision of this Agreement to the contrary (including the definition of “Radio Business”), the Radio 401(k) Plan shall assume and retain all account balances of any former employee of any terminated, divested or discontinued business or operations that at the time of termination, divestiture or discontinuation primarily related to the Radio Business as then conducted.