Common use of Savings and Retirement Plan Clause in Contracts

Savings and Retirement Plan. (a) On or prior to the Closing Date or as soon as practicable thereafter, The Limited shall cause the trustee of The Limited Savings and Retirement Plan (the "Savings and Retirement Plan") to segregate the assets of such Savings and Retirement Plan representing the full account balances of the Company Employees as of the Closing Date, make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and make all necessary amendments to such Savings and Retirement Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. The manner in which the account balances of the Company Employees under the Savings and Retirement Plan are transferred shall not be affected by such segregation of assets. The Limited shall cause each Company Employee who is a participant in the Savings and Retirement Plan to be 100% vested in his or her account balances thereunder effective as of the Closing Date. (b) Parent and Buyer hereby designate the Charming Shoppes, Inc. Employees' Retirement and Savings Plan (the "Successor Plan") to accept the transfer of assets as described herein and agree to take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. The transfer shall not occur until (1) Buyer shall have provided The Limited with a certification from Buyer, with appropriate indemnities, as to such qualified status satisfactory to The Limited and (2) The Limited shall have issued comparable indemnities as to the qualified status of the Savings and Retirement Plan satisfactory to Buyer. The Limited and Buyer shall act expeditiously and in good faith in satisfying, and shall satisfy, the above conditions prior to January 1, 2002. As soon as practicable following the satisfaction of the conditions set forth above and in any event prior to January 1, 2002, The Limited shall cause the trustee of the Savings and Retirement Plan to transfer (in the form of cash, marketable securities, including shares of The Limited and Intimate Brands, Inc., and, to the extent practicable, in the same relative proportions as the account balances of the Company Employees are invested as of the date of the special valuation conducted in connection with such transfer) the full account balances of Company Employees under the Savings and Retirement Plan, as well as actual earnings (including, but not limited to, any losses or expenses related thereto) attributable to the period from the Closing Date to the date of transfer described herein, reduced by any necessary benefit or withdrawal payments to or in respect of the Company Employees occurring during the period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by Buyer under the trust agreement forming a part of the Successor Plan. (c) In consideration for the transfer of assets described herein, Buyer shall, and shall cause the Company to, effective as of the date of transfer described herein, assume all of the obligations of The Limited and its ERISA Affiliates in respect of the account balances accumulated by the Company Employees under the Savings and Retirement Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) on or prior to the Closing Date. Buyer shall not assume any other obligations or liabilities arising under or attributable to the Savings and Retirement Plan.

Savings and Retirement Plan. (a) On or prior to the Closing Date or as soon as practicable thereafter, The Limited shall (i) cause the trustee of The Limited Savings and Retirement Plan (the "Savings and Retirement Plan") to segregate the assets of such Savings and Retirement Plan representing the full account balances of the Company Employees as of the Closing Date, (ii) make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and (iii) make all necessary amendments to such Savings and Retirement Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. The manner in which the account balances of the Company Employees under the Savings and Retirement Plan are transferred shall not be affected by such segregation of assets. The Limited shall cause each Company Employee who is a participant in the Savings and Retirement Plan to be 100% vested in his or her account balances thereunder effective as of the Closing Date. (b) Parent and Buyer hereby On or prior to the Closing Date, with the approval of the FS Stockholder, the Company shall establish or designate an individual account plan for the Charming Shoppes, Inc. Employees' Retirement and Savings Plan benefit of Company Employees (the "Successor Plan") to accept the transfer of assets as described herein and agree to ), shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. The transfer shall not occur until until (1i) Buyer the Company shall have provided The Limited with a certification from Buyerthe Company, with appropriate indemnities, as to such qualified status satisfactory to The Limited and (2ii) The Limited shall have issued comparable indemnities as to the qualified status of the Savings and Retirement Plan satisfactory to Buyerthe FS Stockholder. The Limited Limited, the FS Stockholder and Buyer the Company shall act expeditiously and in good faith in satisfying, and shall satisfy, satisfying the above conditions prior to January 1, 2002conditions. As soon as practicable following the satisfaction of the conditions set forth above and in any event prior to January 1, 2002above, The Limited shall cause the trustee of the Savings and Retirement Plan to transfer (in the form of cash, marketable securities, including shares of The Limited and Intimate Brands, Inc., and/or investment and insurance contracts, and, to the extent practicable, in the same relative proportions as the account balances of the Company Employees are invested as of the date of the special valuation conducted in connection with such transfer) the full account balances of Company Employees under the Savings and Retirement Plan, as well as actual earnings (including, but not limited to, any losses or expenses related thereto) attributable to the period from the Closing Date to the date of transfer described herein, reduced by any necessary benefit or withdrawal payments to or in respect of the Company Employees occurring during the period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by Buyer the Company (with the cooperation and approval of the FS Stockholder) under the trust agreement forming a part of the Successor Plan. (c) In consideration for the transfer of assets described herein, Buyer shall, and shall cause the Company toshall, effective as of the date of transfer described herein, assume all of the obligations of The Limited and its ERISA Affiliates in respect of the account balances accumulated by the Company Employees under the Savings and Retirement Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) on or prior to the Closing Date. Buyer Neither the Company nor the FS Stockholder shall not assume any other obligations or liabilities arising under or attributable to the Savings and Retirement Plan.

Savings and Retirement Plan. (a) On or prior to the Closing Date or as soon as practicable thereafter, The Limited Parent shall cause the trustee of The Limited Parent Savings and Retirement Plan (the "Savings and Retirement Plan") to segregate the assets of such Savings and Retirement Plan representing the full account balances of the Company Covered Employees as of the Closing DateClosing, make any and all filings and submissions to the appropriate governmental agencies arising in connection with such segregation of assets and make all necessary amendments to such Savings and Retirement Plan and related trust agreement to provide for such segregation of assets and the transfer of assets as described below. The manner in which the account balances of the Company Covered Employees under the Savings and Retirement Plan are transferred shall not be affected by such segregation of assets. The Limited shall cause each Company Employee who is a participant in the Savings and Retirement Plan to be 100% vested in his or her account balances thereunder effective as of the Closing Date. (b) Parent and Buyer hereby shall designate the Charming Shoppes, Inc. Employees' Retirement and Savings Plan a tax-qualified defined contribution plan (the "Successor Plan") to accept the transfer of assets as described herein and agree to take all necessary action, if any, to qualify such plan under the applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by it in connection with the transfer of assets described below. The Successor Plan shall grant each Covered Employee service credit for service prior to Closing for purposes of eligibility and vesting. The Company shall use its commercially reasonable best efforts to establish the Successor Plan effective as of the Closing Date so that Covered Employees shall be eligible to participate in the Successor Plan immediately following the Closing Date. The transfer shall not occur until until (1) Buyer shall have provided The Limited Parent with a certification from Buyer, with appropriate indemnities, as to such qualified status satisfactory to The Limited Parent and (2) The Limited Parent shall have issued comparable provided to Buyer reciprocal certification and indemnities as to the qualified status of the Savings and Retirement Plan satisfactory to Buyer. The Limited and Buyer shall act expeditiously and , both in good faith in satisfying, and shall satisfy, the above conditions prior to January 1, 2002form attached as Section 9.04(b) of the Disclosure Schedule. As soon as practicable following the satisfaction of the conditions set forth above and in any event prior to January 1above, 2002, The Limited Parent shall cause the trustee of the Savings and Retirement Plan to transfer transfer, in accordance with Section 414(l) of the Code (in the form of cash, marketable securities, including shares of The Limited Parent or shares of any current or former ERISA Affiliate of Parent that are currently held in the Savings and Intimate Brands, Inc.Retirement Plan for the benefit of Covered Employees, and, to the extent practicable, in the same relative proportions as the account balances of the Company Covered Employees are invested as of the date of the special valuation conducted in connection with such transfer) the full account balances of Company Covered Employees under the Savings and Retirement Plan, as well as actual earnings (including, but not limited to, including any losses or expenses related thereto) attributable to the period from the Closing Date to the date of transfer described herein, reduced by any necessary benefit or withdrawal payments to or in respect of the Company Covered Employees occurring during the period from the Closing Date to the date of transfer described herein, to the appropriate trustee as designated by Buyer under the trust agreement forming a part of the Successor Plan. Notwithstanding any other provision of this Agreement (including this Article 9 and Article 11), Parent and Seller shall indemnify and hold harmless Buyer, the Company, any Subsidiary, their ERISA Affiliates, the Successor Plan and any "fiduciary" (within the meaning of Section 3(21) of ERISA) of the Successor Plan (collectively, the "Successor Plan Parties") from and against any and all claims and liabilities related to the in-kind transfer of shares of Parent or shares of any current or former ERISA Affiliate of Parent that are currently held in the Savings and Retirement Plan for the benefit of Covered Employees and all other employer securities (the "Seller Investments") from the Savings and Retirement Plan to the Successor Plan pursuant to this Section 9.04(b) and the continued maintenance of the Seller Investments under the Successor Plan on behalf of Covered Employees after the Closing Date other than claims and liabilities arising from any breach of fiduciary duty arising after the Closing or from any mandatory or Company or trustee-directed liquidation or cash-out of such Seller Investments following the Closing Date; provided that the Successor Plan Parties shall cause the Successor Plan to provide that no contributions to the Successor Plan made on account of time periods commencing after the Closing Date may be invested in the Seller Investments, and that such Seller Investments shall at all times be subject to liquidation at the election of the Successor Plan participant for whose benefit such Seller Investments are transferred in accordance with the terms of the Successor Plan and the reasonable administrative procedures related thereto. (c) In consideration for the transfer of assets described herein, Buyer shall, and shall cause the Company to, effective as of the date of transfer described herein, assume all of the obligations of The Limited Parent and its ERISA Affiliates the Company in respect of the account balances accumulated by the Company Employees under the Savings and Retirement Plan so transferred (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) on upon or prior to the Closing. Buyer shall cause the Company to make all contributions to the Successor Plan required under the Savings and Retirement Plan in respect of Covered Employees' service with the Company through the Closing DateDate to the extent the liabilities for such contributions are properly accrued on the Balance Sheet. Buyer shall not assume any other obligations or liabilities arising under or attributable to the Savings and Retirement Plan.