Common use of RHD Savings Plan Clause in Contracts

RHD Savings Plan. (a) As of the Effective Time, RHD shall adopt the RHD Savings Plan for the benefit of RHD Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, RHD Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) RHD Employees may keep their balances in the Corporation Savings Plan (such employees being known as "RHD Bifurcated Savings Plan Employees"); or (ii) RHD Employees may transfer their balances to the RHD Savings Plan (such employees being known as "RHD Transferred Savings Plan Employees"). If a RHD Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the RHD Savings Plan, and (ii) such employee shall be treated as a RHD Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the RHD Savings Plan shall occur (the "RHD Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of RHD Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, RHD shall furnish to New D&B a favorable determination letter that the RHD Savings Plan is qualified under Section 401(a) of the Code. (c) On the RHD Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the RHD Savings Plan the full account balances (inclusive of loans) of RHD Transferred Savings Plan Employees in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans to 13 RHD Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the RHD Savings Plan shall, as of the RHD Savings Plan Transfer Date, assume all Liabilities attributable to such assets.

RHD Savings Plan. (a) As of the Effective Time, RHD shall adopt the RHD Savings Plan for the benefit of RHD Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, RHD Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) RHD Employees may keep their balances in the Corporation Savings Plan (such employees being known as "RHD Bifurcated Savings Plan Employees"); or (ii) RHD Employees may transfer their balances to the RHD Savings Plan (such employees being known as "RHD Transferred Savings Plan Employees"). If a RHD Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the RHD Savings Plan, and (ii) such employee shall be treated as a RHD Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the RHD Savings Plan shall occur (the "RHD Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of RHD Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, RHD shall furnish to New D&B a favorable determination letter that the RHD Savings Plan is qualified under Section 401(a) of the Code. (c) On the RHD Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the RHD Savings Plan the full account balances (inclusive of loans) of RHD Transferred Savings Plan Employees in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the pooled stock fundsfund); provided, however, that loans to RHD 13 RHD Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the RHD Savings Plan shall, as of the RHD Savings Plan Transfer Date, assume all Liabilities attributable to such assets.

RHD Savings Plan. (a) As of the Effective Time, RHD shall adopt the RHD Savings Plan for the benefit of RHD Employees who were participants in the Corporation Savings Plan immediately prior to the Effective Time. Prior to the Effective Time, RHD Employees shall be given the right to elect one of the following options with respect to their Corporation Savings Plan account balances (the "Participant Election Period"): (i) RHD Employees may keep their balances in the Corporation Savings Plan (such employees being known as "RHD Bifurcated Savings Plan Employees"); or (ii) RHD Employees may transfer their balances to the RHD Savings Plan (such employees being known as "RHD Transferred Savings Plan Employees"). If a 12 12 RHD Employee fails to elect any of the foregoing options prior to the end of the Participant Election Period, (i) his or her balance shall be transferred to the RHD Savings Plan, and (ii) such employee shall be treated as a RHD Transferred Savings Plan Employee. (b) Prior to the date on which the transfer of assets and liabilities to the RHD Savings Plan shall occur (the "RHD Savings Plan Transfer Date"), which date shall occur as promptly as practicable following the Participant Election Period, (i) New D&B shall (A) cause the trustee of the Corporation Savings Plan to segregate, in accordance with the spinoff provisions set forth under Section 414(l) of the Code, the assets of the Corporation Savings Plan representing the full account balances of RHD Transferred Savings Plan Employees for all periods of participation through the Effective Time (including, as applicable, all contributions and all earnings attributable thereto); (B) make all required filings and submissions to the appropriate governmental agencies; and (C) make all required amendments to the Corporation Savings Plan and related trust agreement necessary to provide for the segregation and transfer of assets described in this Section 3.2, and (ii) if requested by New D&B, RHD shall furnish to New D&B a favorable determination letter that the RHD Savings Plan is qualified under Section 401(a) of the Code. (c) On the RHD Savings Plan Transfer Date, New D&B shall cause the trustee of the Corporation Savings Plan to transfer to the trustee of the RHD Savings Plan the full account balances (inclusive of loans) of RHD Transferred Savings Plan Employees in kind based on those investment funds in which such account balances are then invested (including, but not limited to, the stock funds); provided, however, that loans to 13 RHD Transferred Savings Plan Employees shall be transferred in the form of notes. In consideration of the segregation and transfer of assets described herein, the RHD Savings Plan shall, as of the RHD Savings Plan Transfer Date, assume all Liabilities attributable to such assets.