Common use of Savings Investment Plan Clause in Contracts

Savings Investment Plan. (a) Effective as of the Distribution Date, Energizer and its Affiliates shall cease to be co-sponsors of the Xxxxxxx Purina Company Savings Investment Plan ("Xxxxxxx SIP"). Energizer shall take, or cause to be taken, all necessary and appropriate actions to establish, effective as of the Distribution Date, and administer a defined contribution Plan which will be a Qualified Plan and which will also be subject to Section 401(k) of the Code ("Energizer SIP"), and to provide benefits thereunder for all Energizer Individuals who, immediately prior to the Distribution Date, were participants in the Xxxxxxx SIP. Energizer agrees that each such Energizer Individual shall be, to the extent applicable, entitled, for all purposes under the Energizer SIP, to be credited with the term of service and any account balance credited to such Energizer Individual as of the Distribution Date under the terms of the Xxxxxxx SIP as if such service had been rendered to the Energizer Group and as if such account balance had originally been credited to such Energizer Individual under the Energizer SIP. Xxxxxxx agrees to provide Energizer, as soon as practicable after the Distribution Date (with the cooperation of Energizer to the extent that relevant information is in the possession of the Energizer Group), with a list of the Energizer Individuals who were, to the best knowledge of Xxxxxxx, participants in the Xxxxxxx SIP immediately prior to the Distribution Date, together with a listing, if requested by Energizer, of each such Energizer Individual's term of service for eligibility and vesting purposes under such Plan and a listing of each such Energizer Individual's account balance thereunder. Xxxxxxx shall, as soon as practicable after the Distribution Date, provide Energizer with such additional information (in the possession of the Xxxxxxx Group and not already in the possession of the Energizer Group) as may be reasonably requested by Energizer and necessary in order for Energizer to establish and administer effectively the Energizer SIP. The Energizer SIP receiving transfers of accounts from the Xxxxxxx SIP shall contain an "Energizer Stock Fund", and Energizer Individuals for whom a portion of the account balances are to be transferred to the Energizer SIP from the Xxxxxxx SIP in the form of Energizer Stock, as described below, shall be permitted to elect to retain their investment of that portion of their account in the Energizer Stock Fund. (b) Xxxxxxx shall, as soon as practicable following the Distribution Date, direct the trustee of the Xxxxxxx Purina Company Savings Investment Trust to transfer to the trustee of the Energizer SIP an amount equal to the account balances credited to the Energizer Individuals as of the date of transfer. Such transfer amount shall include cash, notes evidencing participant loans, shares of Xxxxxxx Stock, and shares of Energizer Stock distributed with respect to shares of Xxxxxxx Stock held in the Xxxxxxx SIP as of the Distribution, to the extent allocated to accounts of Energizer Individuals. Such transfer shall be consistent with and adjusted, if and to the extent necessary, to comply with Section 414(l) of the Code and the regulations promulgated thereunder. (c) In connection with the transfers described in Section 7.04(b), Xxxxxxx and Energizer shall cooperate in making any and all appropriate filings required under the Code or ERISA, and the regulations thereunder, and any applicable securities laws and take all such action as may be necessary and appropriate to cause such transfers to take place as soon as practicable after the Distribution Date; provided, however, that each such transfer shall not take place until as soon as practicable after the earlier of (i) the receipt of a favorable IRS determination letter with respect to the qualification of the Energizer SIP under Section 401(a) of the Code or (ii) the receipt by Xxxxxxx of an opinion of counsel retained by Energizer and reasonably satisfactory in form and substance to Xxxxxxx to the effect that the Plan is a Qualified Plan and that the trust established thereunder is intended to be exempt from federal income tax under Section 501(a) of the Code. Xxxxxxx and Energizer agree to provide to such counsel such information in the possession of the Xxxxxxx Group and the Energizer Group, respectively, as may be reasonably requested by such counsel in connection with the issuance of such opinion. (d) Except as specifically set forth in this Section 7.04, upon completion of the transfers of assets and liabilities from the Xxxxxxx SIP to the Energizer SIP, the Xxxxxxx SIP and the Xxxxxxx Group shall have no further liability therefor with respect to the Energizer Individuals.

Appears in 2 contracts

Samples: Reorganization Agreement (Energizer Holdings Inc), Reorganization Agreement (Ralston Purina Co)

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Savings Investment Plan. (a) Effective as of the Distribution Date, Energizer and its Affiliates shall cease to be co-sponsors of the Xxxxxxx Purina Company Savings Investment Plan ("Xxxxxxx SIP"). Energizer Agribrands shall take, or cause to be taken, all necessary and appropriate actions to establish, effective as of the day after the Distribution Date, and administer a defined contribution Plan which will be a Qualified Plan and which will also be subject to Section 401(k) of the Code ("Energizer Agribrands SIP"), and to provide benefits thereunder for all Energizer Individuals Agribusiness Employees who, immediately prior to the Distribution Date, were participants in the Xxxxxxx Purina Company SIP ("Xxxxxxx SIP"). Energizer Agribrands agrees that each such Energizer Individual Agribusiness Employee shall be, to the extent applicable, entitled, for all purposes under the Energizer Agribrands SIP, to be credited with the term of service and any account balance credited to such Energizer Individual Agribusiness Employee as of the Distribution Date under the terms of the Xxxxxxx SIP as if such service had been rendered to the Energizer Agribusiness Group and as if such account balance had originally been credited to such Energizer Individual Agribusiness Employee under the Energizer Agribrands SIP. Xxxxxxx agrees to provide EnergizerAgribrands, as soon as practicable after the Distribution Date (with the cooperation of Energizer Agribrands to the extent that relevant information is in the possession of the Energizer Agribusiness Group), with a list of the Energizer Individuals Agribusiness Employees who were, to the best knowledge of Xxxxxxx, participants in the Xxxxxxx SIP immediately prior to the Distribution Date, together with a listing, if requested by EnergizerAgribrands, of each such Energizer IndividualAgribusiness Employee's term of service for eligibility and vesting purposes under such Plan and a listing of each such Energizer IndividualAgribusiness Employee's account balance thereunder. Xxxxxxx shall, as soon as practicable after the Distribution Date, provide Energizer Agribrands with such additional information (in the possession of the Xxxxxxx Group and not already in the possession of the Energizer Agribusiness Group) as may be reasonably requested by Energizer Agribrands and necessary in order for Energizer Agribrands to establish and administer effectively the Energizer Agribrands SIP. [The Energizer Agribrands SIP receiving transfers of accounts from the Xxxxxxx SIP shall contain an "Energizer Agribrands Stock Fund"" as an investment alternative for participants, and Energizer Individuals Agribusiness Employees for whom a portion of the account balances are to be transferred to the Energizer Agribrands SIP from the Xxxxxxx SIP in the form of Energizer StockSIP, as described below, shall be permitted to elect to retain their investment of that invest such balances, or any portion of their account thereof, in the Energizer Agribrands Stock Fund.] (b) Xxxxxxx shallshall amend the Xxxxxxx SIP to cause the Agribrands Employees to be fully vested, as of the Distribution, in amounts credited to their accounts in the Xxxxxxx SIP as of such date. Xxxxxxx further agrees, as soon as practicable following the Distribution Date, to direct the trustee trustees of the Xxxxxxx Purina Company Savings Investment Trust to transfer to the trustee of the Energizer Agribrands SIP in cash, securities or other property (including notes associated with the outstanding balance of any loans to Agribrands Employees pursuant to ERISA section 408(b)(1) and Code section 4975(d)(1)) or a combination thereof, as reasonably determined by Xxxxxxx, an amount equal to the account balances credited to the Energizer Individuals as of the date of transfertransfer to the participants and beneficiaries in the Xxxxxxx SIP who are Agribusiness Employees. Such transfer amount shall include cashbe adjusted, notes evidencing participant loansif and to the extent necessary, to comply with Section 414(l) of the Code and the regulations promulgated thereunder. At the time determined by the appropriate fiduciaries of the Xxxxxxx SIP, such fiduciaries shall cause shares of ESOP Stock allocated to accounts of Agribusiness Employees under the Xxxxxxx SIP to be converted into or redeemed for shares of Xxxxxxx Stock, and as provided by the terms of the ESOP Stock. Shares of Xxxxxxx Stock received by the Xxxxxxx SIP upon such redemption or conversion, as well as shares of Energizer such stock otherwise held in the Plan with respect to Agribusiness Employee participant accounts in the Xxxxxxx Stock Fund, will be transferred directly to the trustee of the Agribrands SIP for attribution to respective participant accounts in that Plan. Shares of Agribrands Stock distributed with respect to shares of Xxxxxxx Stock held in the Xxxxxxx SIP as of the Distribution, to the extent allocated to accounts of Energizer Individuals. Such transfer Agribusiness Employees, shall be consistent with and adjusted, if and transferred to respective participant accounts in the extent necessary, to comply with Section 414(l) Agribrands Stock Fund of the Code and the regulations promulgated thereunderAgribrands SIP. (c) In connection with the transfers described in Section 7.04(b7.03(b), Xxxxxxx and Energizer Agribrands shall cooperate in making any and all appropriate filings required under the Code or ERISA, and the regulations thereunder, and any applicable securities laws and take all such action as may be necessary and appropriate to cause such transfers to take place as soon as practicable after the Distribution Date; provided, however, that each such transfer shall not take place until as soon as practicable after the earlier of (iA) the receipt of a favorable IRS determination letter with respect to the qualification of the Energizer Agribrands SIP under Section 401(a) of the Code or (iiB) the receipt by Xxxxxxx of an opinion of counsel retained by Energizer Agribrands and reasonably satisfactory in form and substance to Xxxxxxx to the effect that such counsel believes the Plan is a Qualified Plan Agribrands SIP will be found by the IRS to be qualified under Section 401(a) of the Code and that the each trust established thereunder is intended to be exempt from federal income tax under Section 501(a) of the Code. Xxxxxxx and Energizer Agribrands agree to provide to such counsel such information in the possession of the Xxxxxxx Group and the Energizer Agribusiness Group, respectively, as may be reasonably requested by such counsel in connection with the issuance of such opinion. Xxxxxxx agrees, during the period ending with the date of complete transfer of assets and liabilities to the Agribrands SIP, to administer the Xxxxxxx SIP in accordance with plan provisions, and, insofar as it is practical, in the ordinary course as it was operated prior to the Distribution, except as otherwise set forth in this Agreement. (d) Except as specifically set forth in this Section 7.047.03, upon completion of from and after the transfers Distribution Date, Xxxxxxx shall cease to have any liability or obligation whatsoever with respect to Agribusiness Employees under the Xxxxxxx SIP (other than the obligation to complete the transfer of assets and liabilities from the Xxxxxxx SIP to the Energizer SIP, Agribrands SIP described in (c) above) and Agribrands shall assume and shall be solely responsible for all liabilities and obligations whatsoever of either Xxxxxxx or Agribrands with respect to Agribusiness Employees under the Xxxxxxx SIP and shall be solely responsible for all liabilities and obligations whatsoever under the Agribrands SIP; provided, however, that Xxxxxxx shall, in respect of Agribusiness Employees participating in the Xxxxxxx Group shall have no further liability therefor with respect SIP prior to the Energizer IndividualsDistribution, either be responsible for or make all required contributions, no later than the date such contributions are legally required to be made, for all prior Plan years and for the portion of the Current Plan Year ending on the Distribution Date, to the extent not previously made.

Appears in 1 contract

Samples: Reorganization Agreement (Tradico Missouri Inc)

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Savings Investment Plan. (a) Effective as of the Distribution Date, Energizer and its Affiliates shall cease to be co-sponsors of the Xxxxxxx Purina Company Savings Investment Plan ("Xxxxxxx SIP"). Energizer shall take, or cause to be taken, all necessary and appropriate actions to establish, effective as of the Distribution Date, and administer a defined contribution Plan which will be a Qualified Plan and which will also be subject to Section 401(k) of the Code ("Energizer SIP"), and to provide benefits thereunder for all Energizer Individuals who, immediately prior to the Distribution Date, were participants in the Xxxxxxx SIP. Energizer agrees that each such Energizer Individual shall be, to the extent applicable, entitled, for all purposes under the Energizer SIP, to be credited with the term of service and any account balance credited to such Energizer Individual as of the Distribution Date under the terms of the Xxxxxxx SIP as if such service had been rendered to the Energizer Group and as if such account balance had originally been credited to such Energizer Individual under the Energizer SIP. Xxxxxxx agrees to provide Energizer, as soon as practicable after the Distribution Date (with the cooperation of Energizer to the extent that relevant information is in the possession of the Energizer Group), with a list of the Energizer Individuals who were, to the best knowledge of Xxxxxxx, participants in the Xxxxxxx SIP immediately prior to the Distribution Date, together with a listing, if requested by Energizer, of each such Energizer Individual's term of service for eligibility and vesting purposes under such Plan and a listing of each such Energizer Individual's account balance thereunder. Xxxxxxx shall, as soon as practicable after the Distribution Date, provide Energizer with such additional information (in the possession of the Xxxxxxx Group and not already in the possession of the Energizer Group) as may be reasonably requested by Energizer and necessary in order for Energizer to establish and administer effectively the Energizer SIP. The Energizer SIP receiving transfers of accounts from the Xxxxxxx SIP shall contain an "Energizer Stock Fund", and Energizer Individuals for whom a portion of the account balances are to be transferred to the Energizer SIP from the Xxxxxxx SIP in the form of Energizer Stock, as described below, shall be permitted to elect to retain their investment of that portion of their account in the Energizer Stock Fund. (b) Xxxxxxx shall, as soon as practicable following the Distribution Date, direct the trustee of the Xxxxxxx Purina Company Savings Investment Trust to transfer to the trustee of the Energizer SIP an amount (in cash, securities and notes evidencing participant loans) equal to the account balances credited to the Energizer Individuals as of the date of transfer. Such transfer amount shall include cashbe adjusted, notes evidencing participant loansif and to the extent necessary, shares to comply with Section 414(l) of Xxxxxxx Stock, the Code and shares the regulations promulgated thereunder. Shares of Energizer Stock distributed with respect to shares of Xxxxxxx Stock held in the Xxxxxxx SIP as of the Distribution, to the extent allocated to accounts of Energizer Individuals. Such transfer , shall be consistent with and adjusted, if and transferred to respective participant accounts in the extent necessary, to comply with Section 414(l) Energizer Stock Fund of the Code and the regulations promulgated thereunderEnergizer SIP. (c) In connection with the transfers described in Section 7.04(b), Xxxxxxx and Energizer shall cooperate in making any and all appropriate filings required under the Code or ERISA, and the regulations thereunder, and any applicable securities laws and take all such action as may be necessary and appropriate to cause such transfers to take place as soon as practicable after the Distribution Date; provided, however, that each such transfer shall not take place until as soon as practicable after the earlier of (i) the receipt of a favorable IRS determination letter with respect to the qualification of the Energizer SIP under Section 401(a) of the Code or (ii) the receipt by Xxxxxxx of an opinion of counsel retained by Energizer and reasonably satisfactory in form and substance to Xxxxxxx to the effect that the Plan is a Qualified Plan intended to qualify under Section 401(a) of the Code and that the trust established thereunder is intended to be exempt from federal income tax under Section 501(a) of the Code. Xxxxxxx and Energizer agree to provide to such counsel such information in the possession of the Xxxxxxx Group and the Energizer Group, respectively, as may be reasonably requested by such counsel in connection with the issuance of such opinion. (d) Except as specifically set forth in this Section 7.04, upon completion of the transfers of assets and liabilities from the Xxxxxxx SIP to the Energizer SIP, the Xxxxxxx SIP and the Xxxxxxx Group shall have no further liability therefor with respect to the Energizer Individuals.

Appears in 1 contract

Samples: Reorganization Agreement (Energizer Holdings Inc)

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