SpinCo Retirement Plan Sample Clauses

SpinCo Retirement Plan. Prior to the Business Transfer Time, SpinCo shall take all action necessary and appropriate to establish or maintain for the benefit of SpinCo Employees (i) a defined contribution plan qualified under Section 401(a) of the Code that includes a cash or deferred arrangement qualified under Section 401(k) of the Code that is a participant-directed individual account plan that complies with Section 404(c) of ERISA, and (ii) a related trust or trusts exempt under Section 501(a) of the Code, each to be effective no later than the Business Transfer Time (such plan and trust(s), the “SpinCo Retirement Plan”).
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SpinCo Retirement Plan. (a) Assumption of Pre-Separation Parent Retirement Plan. As of the Distribution Date, SpinCo shall assume, pursuant to Section 2.03(b), the Pre-Separation Parent Retirement Plan and related trust thereunder (including all related Assets and Liabilities), as the SpinCo Retirement Plan and related Trust. For not less than the General Continuation Period, the SpinCo Retirement Plan, shall have substantially the same terms as of immediately prior to the Distribution Date as the Pre-Separation Parent Retirement Plan, with such changes, modifications or amendments to the SpinCo Retirement Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation. (b) Establishment of Parent New Retirement Plan. Effective as of the Distribution Date, Parent shall establish the Parent New Retirement Plan and Parent New Master Trust, which shall be intended to meet the Tax qualification requirements of Section 401(a) of the Code and Tax exemption requirements of Section 501(a) of the Code, and for not less than the General Continuation Period, the Parent New Retirement Plan shall have substantially the same terms as of immediately prior to the Distribution Date as the Pre-Separation Parent Retirement Plan, with such changes, modifications or amendments to the Parent New Retirement Plan, as may be required by applicable Law or as are necessary and appropriate to reflect the Separation. Parent shall submit an application to the IRS as soon as practicable (but no later than the last day of the applicable remedial amendment period as described in Section 401(b) of the Code and the regulations and IRS pronouncements thereunder) requesting a determination letter that the Parent New Retirement Plan and Parent New Retirement Trust meet the Tax qualification requirements of Section 401(a) of the Code and Tax exemption requirements of Section 501(a) of the Code, and shall make any amendments reasonably requested by the IRS to receive such a favorable determination letter. Prior to the Distribution Date, Parent shall file the notice required under Section 6058(b) of the Code. (c) Assumption of Liabilities; ERISA Section 4044 Transfer. (i) Assumption of Liabilities by the Parent New Retirement Plan. As of the Distribution Date, Parent shall cause the Parent New Retirement Plan to assume Liabilities under the SpinCo Retirement Plan for Parent Group Employees and Former Parent Group Employees, and shall cause the Parent New Retirement Trust to accept...
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SpinCo Retirement Plan 
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Related to SpinCo Retirement Plan

  • Incentive, Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all incentive, savings and retirement plans, practices, policies and programs applicable generally to other peer executives of the Company and its affiliated companies, but in no event shall such plans, practices, policies and programs provide the Executive with incentive opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable), savings opportunities and retirement benefit opportunities, in each case, less favorable, in the aggregate, than the most favorable of those provided by the Company and its affiliated companies for the Executive under such plans, practices, policies and programs as in effect at any time during the 120-day period immediately preceding the Effective Date or if more favorable to the Executive, those provided generally at any time after the Effective Date to other peer executives of the Company and its affiliated companies.

  • Savings and Retirement Plans During the Employment Period, the Executive shall be entitled to participate in all other savings and retirement plans, practices, policies and programs, in each case on terms and conditions no less favorable than the terms and conditions generally applicable to the Company’s other executive employees.

  • Supplemental Retirement Plan During the Contract Period, if the Executive was entitled to benefits under any supplemental retirement plan prior to the Change in Control, the Executive shall be entitled to continued benefits under such plan after the Change in Control and such plan may not be modified to reduce or eliminate such benefits during the Contract Period.

  • Retirement Plans (a) In connection with the individual retirement accounts, simplified employee pension plans, rollover individual retirement plans, educational IRAs and XXXX individual retirement accounts (“XXX Plans”), 403(b) Plans and money purchase and profit sharing plans (“Qualified Plans”) (collectively, the “Retirement Plans”) within the meaning of Section 408 of the Internal Revenue Code of 1986, as amended (the “Code”) sponsored by a Fund for which contributions of the Fund’s shareholders (the “Participants”) are invested solely in Shares of the Fund, Transfer Agent shall provide the following administrative services: (i) Establish a record of types and reasons for distributions (i.e., attainment of eligible withdrawal age, disability, death, return of excess contributions, etc.); (ii) Record method of distribution requested and/or made; (iii) Receive and process designation of beneficiary forms requests; (iv) Examine and process requests for direct transfers between custodians/trustees, transfer and pay over to the successor assets in the account and records pertaining thereto as requested; (v) Prepare any annual reports or returns required to be prepared and/or filed by a custodian of a Retirement Plan, including, but not limited to, an annual fair market value report, Forms 1099R and 5498; and file same with the IRS and provide same to Participant/Beneficiary, as applicable; and (vi) Perform applicable federal withholding and send Participants/Beneficiaries an annual TEFRA notice regarding required federal tax withholding. (b) Transfer Agent shall arrange for PFPC Trust Company to serve as custodian for the Retirement Plans sponsored by a Fund. (c) With respect to the Retirement Plans, Transfer Agent shall provide each Fund with the associated Retirement Plan documents for use by the Fund and Transfer Agent shall be responsible for the maintenance of such documents in compliance with all applicable provisions of the Code and the regulations promulgated thereunder.

  • Retirement Plan The 2.7% at 55 retirement plan will be available to eligible bargaining unit members covered by this Section 6.1.

  • Retirement Savings Plan Within fifteen (15) days after the date of Termination of Employment, the Company shall pay to Employee a cash payment in an amount, if any, necessary to compensate Employee for the Employee’s unvested interests under the Company’s retirement savings plan which are forfeited by Employee in connection with the Termination of Employment.

  • REGISTERED RETIREMENT SAVINGS PLAN 1. In this Article:

  • Supplemental Executive Retirement Plan The Executive shall participate in the Company's Unfunded Pension Plan for Selected Executives (the "SERP").

  • Pre-Retirement Leave An Employee scheduled to retire and to receive a superannuation allowance under the applicable pension Acts or who has reached the mandatory retiring age, shall be entitled to: (a) A special paid leave for a period equivalent to fifty percent (50%) of his/her accumulated sick leave credit, to be taken immediately prior to retirement; or (b) A special cash payment of an amount equivalent to the cash value of fifty percent (50%) of his/her accumulated sick leave credit, to be paid immediately prior to retirement and based upon his/her current rate of pay.

  • SERP Executive is a participant in the BB&T Corporation Non-Qualified Defined Benefit Plan (the “SERP”). The SERP was formerly known as the Branch Banking and Trust Company Supplemental Executive Retirement Plan. The SERP is a non-qualified, unfunded supplemental retirement plan which provides benefits to or on behalf of selected key management employees. The benefits provided under the SERP supplement the retirement and survivor benefits payable from the Pension Plan. Except in the event the employment of Executive is terminated by the Employer or BB&T for Just Cause and except in the event Executive terminates Executive’s employment for any reason other than Good Reason and such termination does not occur within twelve (12) months after a Change of Control (or, if later, within ninety (90) days after a MOE Revocation), the following special provisions shall apply for purposes of this Agreement: (i) The provisions of the SERP shall be and hereby are incorporated in this Agreement. The SERP, as applied to Executive, may not be terminated, modified or amended without the express written consent of Executive. Thus, any amendment or modification to the SERP or the termination of the SERP shall be ineffective as to Executive unless Executive consents in writing to such termination, modification or amendment. The Supplemental Pension Benefit (as defined in the SERP) of Executive shall not be adversely affected because of any modification, amendment or termination of the SERP. In the event of any conflict between the terms of this Section 1.7.7(i) and the SERP, the provisions of this Section 1.7.7 (i) shall prevail. Executive hereby agrees and consents to Employer’s amendment of the SERP to comply with Section 409A.

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