Savings Plans Clause Samples

Savings Plans. (a) Prior to the Transfer Date the General Partner shall establish a 401(k) retirement savings plan that is intended to meet the qualification requirements of Section 401(a) of the Code (the “General Partner Savings Plan”) and, at such time, the form of the General Partner Savings Plan shall either be subject to a favorable opinion letter issued by the Internal Revenue Service (“IRS”) upon which the General Partner and its Subsidiaries are permitted to rely or the General Partner shall have applied for a favorable determination letter from the IRS and such determination letter, if applicable, shall be received by the General Partner prior to the Savings Plan Transfer Date (as defined below). Chesapeake Management and the General Partner shall select a date on or following the Transfer Date upon which the account balances of the Transferred Employees under the Chesapeake Savings Plan shall be transferred to the General Partner Savings Plan (such date, the “Savings Plan Transfer Date”). Prior to the Savings Plan Transfer Date, the General Partner shall provide to Chesapeake Management true and correct copies of the General Partner Savings Plan and the applicable IRS opinion or determination letter relating thereto. Upon the Savings Plan Transfer Date, Chesapeake Management shall cause the trustee of the trust established to fund the Chesapeake Savings Plan to transfer the account balances of the Transferred Employees under such plan, determined under the valuation method set forth in the Chesapeake Savings Plan as of the date of the transfer, to the trustee of the trust established to fund the General Partner Savings Plan in a trustee-to-trustee transfer and the General Partner Savings Plan shall accept such assets and the liabilities associated with such accounts. Such transfer shall be made in cash; provided, however, that, to the extent that the transferred account balances are invested in the common stock of Chesapeake on the Savings Plan Transfer Date, an in-kind transfer of such amounts shall be transferred in lieu of the transfer of cash; and provided further that, to the extent that, as of the Savings Plan Transfer Date, any Transferred Employee owes any amount to the Chesapeake Savings Plan pursuant to the terms of a loan from the Chesapeake Savings Plan to such Transferred Employee, an in-kind transfer of such loan shall be made in lieu of the transfer of cash and, prior to the Savings Plan Transfer Date, Chesapeake shall amend the Chesapeake Savin...

Savings Plans. 64 11.2.3 Welfare Plans.......................................66 11.3

Savings Plans. The Executive, at his election, may participate, during his employment hereunder, in all retirement plans, 401(k) plans and other savings plans of the Company generally available from time to time to other executive employees of the Company and for which the Executive qualifies under the terms of the plans (and nothing in this Agreement shall or shall be deemed to in any way affect the Executive’s right and benefits under any such plan except as expressly provided herein). At the discretion of the Compensation Committee of the Board, the Executive may also be entitled to participate in any equity, stock option or other employee benefit plan that is generally available to senior executives of the Company. In addition to the foregoing, the Executive’s participation in and benefits under any such plan shall be on the terms and subject to the conditions specified in the governing document of the particular plan. Nothing contained in this Agreement shall be construed to create any obligation on the part of the Company to establish any such plan or to maintain the existence of any such plan which may be in effect from time to time.

Savings Plans. (a) Seller shall cause the trustee of The Black & Deck▇▇ ▇▇▇irement Savings Plan ("Seller's Savings Plan") to transfer as of the transfer date specified below, the full account balances of the US Transferred Employees under Seller's Savings Plan, to the Successor Savings Plan (as hereinafter defined). Such assets shall be transferred to the Successor Savings Plan in cash, provided that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. Seller and Buyer shall make any and all filings and submissions to the appropriate Governmental Authorities, and shall make any necessary plan amendments arising in connection with the transfer of assets from Seller's Savings Plan to the Successor Savings Plan. (b) trust agreement forming a part of the Successor Savings Plan; provided, that assets consisting of notes or other instruments evidencing loans made to participating US Transferred Employees shall be transferred in such form to the Successor Savings Plan. (c) Buyer, effective as of the date of the transfer of assets contemplated by this Section D.08, assumes all of the liabilities and obligations of Seller or any of its Affiliates in respect of the account balances accumulated by US Transferred Employees under Seller's Savings Plan, and the Successor Savings Plan assumes all liabilities and obligations of Seller's Savings Plan with respect to all account balances under Seller's Savings Plan of such US Transferred Employees. Neither Buyer nor any of its Affiliates shall assume any other obligations or liabilities arising under or attributable to Seller's Savings Plan and neither Seller nor any of its Affiliates shall assume any liabilities or obligations under or attributable to the Successor Savings Plan. Prior to the transfer of assets contemplated by this Section D.08, Buyer Companies, if consented to by the applicable US Transferred Employee, shall withhold from such US Transferred Employee's pay, loan repayments relating to any outstanding loan to such US Transferred Employee under Seller's Savings Plan and shall promptly forward those withholdings to Seller's Savings Plan.

Savings Plans. The term "Savings Plans" means and includes the KeyCorp 401(k) Savings Plan and the KeyCorp Excess 401(k) Savings Plan, in both cases, as from time to time amended, restated, or otherwise modified, including any plan that, after the date of this Agreement, succeeds, replaces, or is substituted for either such plan, and all salary reduction, savings, profit-sharing, or stock bonus plans (including, without limitation, all plans involving employer matching contributions, whether or not constituting a qualified cash or deferred arrangement under Section 401(k) of the Internal Revenue Code), maintained by Key or any of its Subsidiaries in which the Executive was participating prior to the Termination Date. Reference to a "Savings Plan," in the singular, shall mean any of the Savings Plans.

Savings Plans. (i) As of the date of this Agreement, Acquired Company Employees and Business Employees participate in the defined contribution plans listed in Section 10.1(m) of the Seller Disclosure Schedule (collectively referred to as the "SELLER SAVINGS PLANS"). Transferred Employees shall not be entitled to make contributions to or to benefit from matching or other contributions under the Seller Savings Plans on and after the Closing Date. (ii) Purchaser shall take all action necessary and appropriate to ensure that, as soon as practicable after the Closing Date, Purchaser maintains or adopts one or more savings plans (hereinafter referred to in the aggregate as the "PURCHASER SAVINGS PLANS" and individually as the "PURCHASER SAVINGS PLAN") effective as soon as practicable following the Closing Date and to ensure that each Purchaser Savings Plan satisfies the following requirements as soon as practicable following the Closing Date: (A) the Purchaser Savings Plan is a qualified, single-employer individual account plan under Section 401(a) of the Code; (B) each Transferred Employee is eligible to participate in a Purchaser Savings Plan that permits him or her to make before-tax contributions (under Section 401(k) of the Code) and receive loans on a basis at least as favorable as under the applicable Seller Savings Plan and provides for matching contributions by Purchaser; and (C) the Purchaser Savings Plan does not violate the requirements of any applicable collective bargaining agreement. (iii) The terms of the Purchaser Savings Plans, or each such Purchaser Savings Plan, shall provide that each Transferred Employee shall have the right to make a direct rollover to a Purchaser Savings Plan of his or her account in a Seller Savings Plan, including a direct rollover of any notes evidencing loans made to such Acquired Company Employee or Transferred Employee; provided that each Transferred Employee who elects to roll over an account in a Seller Savings Plan must roll over his or her entire account balance (including a rollover of any notes evidencing loans made to such Transferred Employee). (iv) Within 60 days after the Closing Date, Seller shall deliver to Purchaser a list of the Transferred Employees covered by the Seller Savings Plans, together with each Transferred Employee's service under each of the Seller Savings Plans as of the Closing Date.

Savings Plans. Employee shall be entitled to participate in Employer’s 401(k) savings plan, profit sharing plan, or other retirement or savings plans as are made available to Employer’s other executives on the same terms that are available to Employer’s other executives. Nothing herein shall be deemed to require Employer to adopt and maintain a 401(k) savings plan or other retirement or savings plans or to limit or prohibit Employer’s right to amend or terminate any 401(k) savings plan or other retirement or savings plans adopted by Employer.

Savings Plans. The Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other executives of the Company as determined by the Board from time to time.

Savings Plans. Except as otherwise provided in Section 2.04(a)(ii), effective as of the MatCo Distribution Date, contributions under The Dow Chemical Company Employees’ Savings Plan (the “Heritage Dow U.S. Savings Plan”), in respect of the Heritage Dow AgCo Employees and the Heritage Dow SpecCo Employees, in each case, who participated in the Heritage Dow U.S. Savings Plan (each, a “Heritage Dow U.S. Savings Plan Participant” and, collectively, the “Heritage Dow U.S. Savings Plan Participants”), shall cease. AgCo and SpecCo shall each designate a defined contribution retirement plan (with respect to the defined contribution retirement plan designated by AgCo, the “AgCo U.S. Savings Plan” and with respect to the defined contribution retirement plan designated by SpecCo, the “SpecCo U.S. Savings Plan”) for the benefit of Heritage Dow U.S. Savings Plan Participants who are Heritage Dow AgCo Employees or Heritage Dow SpecCo Employees, respectively.