Common use of Salaried Pension Plan Clause in Contracts

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereof, the Seller shall direct the trustee of the Quanex Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Pension Plan (the "Buyer Salaried Pension Plan"), an amount equal to the amount required to be transferred pursuant to Section 414(1) of the Code (determined as of the Closing Date) with respect to current and former employees of the Company set forth on Schedule 4.1(a) of the Disclosure Schedule (the "Salaried Participants") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon by the enrolled actuaries for the Quanex Corporation Salaried Employees' Pension Plan and the Buyer Salaried Pension Plan, which agreement shall not be withheld unreasonably (the "Permitted Transfer Amount"), provided, however, that to the extent permitted by Section 414(1) of the Code, the Permitted Transfer Amount shall be equal to $6,709,000 adjusted for (i) contributions reflected on the Closing Balance Sheet and benefit distributions made to the Salaried Participants and their beneficiaries during the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share of the Quanex Corporation Salaried Employees' Pension Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amount.

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereofClosing Date, the Seller shall direct the trustee all active employees of the Quanex CPC Business whose employment with Seller terminates who are hired by Buyer, and who are participants in the Alco Standard Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Participating Companies Pension Plan (the "Alco Plan") shall become participants in an existing or new defined benefit pension plan maintained by Buyer Salaried Pension or an affiliate of Buyer (the "New Plan"). Within 120 day of the Closing Date or as soon as practicable thereafter, an amount equal Seller shall cause the transfer from the Alco Plan to the amount required to be transferred pursuant to Section 414(1) New Plan of the Code (determined assets and liabilities, in cash, as of the Closing Date, of all active participants in the Alco Plan employed by the CPC Business on the day before the Closing Date who are hired by Buyer. The amount of assets to be transferred ("Transferred Amount") with respect shall be equal to current and former employees the present value of accrued benefits of such participants as of the Company set forth on Schedule 4.1(a) last day of the Disclosure Schedule month in which the Closing Date occurs (the "Salaried ParticipantsValuation Date II") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon ), increased by the enrolled actuaries interest for the Quanex Corporation Salaried Employees' Pension Plan period commencing on the Valuation Date II and ending on the Buyer Salaried Pension Planactual date of transfer at a rate equal to the effective interest rate paid on 3-month Treasury bills during the week in which the Closing Date occurs, as published in U.S. Financial Data. The Transferred Amount shall be determined by an enrolled actuary selected by Seller with the Buyer's consent, which agreement consent shall not be withheld unreasonably (withheld. The present value of accrued benefits shall be calculated as if each active employee of the "Permitted CPC Business terminated his employment as of the Closing Date and based on the actuarial assumptions used for the funding standard account specified in the actuarial report prepared for the Alco Plan for the plan year beginning October 1, 1994, except that the interest rate shall be 30-year United States Treasury bond rate as of the date of closing and the mortality table shall be the 1983 Group Annuity Mortality Table. If Buyer does not agree with the Funding Amount determined by Seller's actuary, then the enrolled actuary selected by Buyer and Seller's actuary shall together select a third actuary to determine the Transferred Amount on the basis specified in this Agreement and the determination of such third actuary shall be binding on Seller and Buyer. Within 90 days of the Closing Date, Seller shall make all required governmental filings necessary to make the asset transfer described herein, including the filing of Form 5310-A, Notice of Transfer Amount")of Assets, provided, however, that to the extent permitted by together with any required actuarial certification of compliance with Section 414(1) of the Code. Such transfer shall then be made not earlier than 30 days after the filing of Form 5310-A and as soon as practicable thereafter. Seller agrees that it shall retain the responsibility relating to former employees of the CPC Business who retired and are receiving benefits under the Alco Plan before the Closing Date or whose employment terminated before the Closing Date or contemporaneously, with the Permitted Transfer Amount Closing Date and who are not hired by Buyer, and who have a right to receive benefits under the Alco Plan, and that assets and liabilities under the Alco Plan that are attributable thereto shall not be transferred. Buyer agrees that with respect to active employees of the CPC Business whose benefits are transferred to the New Plan, Buyer shall grant credit for all service with Seller for the purpose of vesting benefits accrued under the New Plan and the benefit such employees receive from the New Plan will be equal to $6,709,000 adjusted for (i) contributions reflected on the sum of the benefits they had accrued under the Alco Plan as of the Closing Balance Sheet and benefit distributions made to Date plus the Salaried Participants and their beneficiaries during benefit, if any, they accrue under the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share of the Quanex Corporation Salaried Employees' Pension New Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust Closing Date to trust, and the Seller shall pay to the Buyer, in cash on the Transfer Date, the excess retirement or other termination of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amountemployment.

Salaried Pension Plan. (i) As soon as practicable following the determination of the Permitted Transfer Amount (as defined below) in accordance with Section 4.1(a)(ii) hereofClosing Date, the Seller shall direct the trustee all active employees of the Quanex CPC Business whose employment with Seller terminates who are hired by Buyer, and who are participants in the Alco Standard Corporation Salaried Employees' Pension Plan to transfer, in cash, from the trust maintained under the Quanex Corporation Salaried Employees' Pension Plan to the trust maintained under the LaSalle Steel Company Salaried Employees' Participating Companies Pension Plan (the "Alco Plan") shall become participants in an existing or new defined benefit pension plan maintained by Buyer Salaried Pension or an affiliate of Buyer (the "New Plan"). Within 120 day of the Closing Date or as soon as practicable thereafter, an amount equal Seller shall cause the transfer from the Alco Plan to the amount required to be transferred pursuant to Section 414(1) New Plan of the Code (determined assets and liabilities, in cash, as of the Closing Date, of all active participants in the Alco Plan employed by the CPC Business on the day before the Closing Date who are hired by Buyer. The amount of assets to be transferred ("Transferred Amount") with respect shall be equal to current and former employees the present value of accrued benefits of such participants as of the Company set forth on Schedule 4.1(a) last day of the Disclosure Schedule month in which the Closing Date occurs (the "Salaried ParticipantsValuation Date II") and their beneficiaries calculated utilizing such actuarial assumptions as are agreed upon ), increased by the enrolled actuaries interest for the Quanex Corporation Salaried Employees' Pension Plan period commencing on the Valuation Date II and ending on the Buyer Salaried Pension Planactual date of transfer at a rate equal to the effective interest rate paid on 3-month Treasury bills during the week in which the Closing Date occurs, as published in U.S. Financial Data. The Transferred Amount shall be determined by an enrolled actuary selected by Seller with the Buyer's consent, which agreement consent shall not be withheld unreasonably (withheld. The present value of accrued benefits shall be calculated as if each active employee of the "Permitted CPC Business terminated his employment as of the Closing Date and based on the actuarial assumptions used for the funding standard account specified in the actuarial report prepared for the Alco Plan for the plan year beginning October 1, 1994, except that the interest rate shall be 30-year United States Treasury bond rate as of the date of closing and the mortality table shall be the 1983 Group Annuity Mortality Table. If Buyer does not agree with the Funding Amount determined by Seller's actuary, then the enrolled actuary selected by Buyer and Seller's actuary shall together select a third actuary to determine the Transferred Amount on the basis specified in this Agreement and the determination of such third actuary shall be binding on Seller and Buyer. Within 90 days of the Closing Date, Seller shall make all required governmental filings necessary to make the asset transfer described herein, including the filing of Form 5310-A, Notice of Transfer Amount")of Assets, provided, however, that to the extent permitted by together with any required actuarial certification of compliance with Section 414(1) of the Code. Such transfer shall then be made not earlier than 30 days after the filing of Form 5310-A and as soon as practicable thereafter. Seller agrees that it shall retain the responsibility relating to former employees of the CPC Business who retired and are receiving benefits under the Alco Plan before the Closing Date or whose employment terminated before the Closing Date or contemporaneously, with the Permitted Transfer Amount Closing Date and who are not hired by Buyer, and who have a right to receive benefits under the Alco Plan, and that assets and liabilities under the Alco Plan that are attributable thereto shall not be transferred. Buyer agrees that with respect to active employees of the CPC Business whose benefits are transferred to the New Plan, Buyer shall grant credit for all service with Seller for the purpose of vesting benefits accrued under the New Plan and the benefit such employees receive from the New Plan will be equal to $6,709,000 adjusted for (i) contributions reflected on the sum of the benefits they had accrued under the Alco Plan as of the Closing Balance Sheet and benefit distributions made Date plus the benefit, if any, they accrue under the New Plan from the Closing Date to retirement or other termination of employment. q. Stock Participation Plan. In accordance with the terms of the Alco Standard Corporation Stock Participation Plan ("Alco Stock Plan"), all active employees of the CPC Business whose employment with Seller terminates as of the Closing Date shall become fully vested in the balances standing to the Salaried Participants credit of their accounts under the Alco Stock Plan as of that date and their beneficiaries during the period (the "Adjustment Period") commencing on October 31, 1996 and ending on the date on which the transfer occurs (the "Transfer Date") and (ii) a pro rata share of the Quanex Corporation Salaried Employees' Pension Plan actual investment earnings or losses occurring during the Adjustment Period and Plan administrative expenses actually paid from the Quanex Corporation Salaried Employees' Pension Plan during the Adjustment Period (the "Fixed Transfer Amount"); provided, further, that (i) if the Permitted Transfer Amount is less than the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred from trust entitled to trust, and receive distribution of such accounts as soon as may be administratively practicable after the Seller shall pay to the Buyer, in cash on the Transfer Closing Date, the excess of the Fixed Transfer Amount over the Permitted Transfer Amount and (ii) if the Permitted Transfer Amount exceeds the Fixed Transfer Amount, then the Permitted Transfer Amount shall be transferred trust to trust, and the Buyer shall pay to the Seller, in cash on the Transfer Date, the excess of the Permitted Transfer Amount over the Fixed Transfer Amount. 8.