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U.S. 401(k) Plan Sample Clauses

U.S. 401(k) Plan. Buyer shall, or shall cause a Designated Employing Entity to, have in effect a tax-qualified defined contribution retirement plan as of the end of the Post-Closing Welfare Plan Period that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code in which each U.S. Transferred Employee shall be eligible to participate after the completion of the Post-Closing Welfare Period (the “Buyer 401(k) Plan”). Buyer shall, or shall cause a Designated Employing Entity to, permit each U.S. Transferred Employee to effect a direct rollover (as described in Section 401(a)(31) of the Code and including the in-kind rollover of notes evidencing loans, subject to Sellers reasonable cooperation in effectuating the same) of such U.S. Transferred Employee’s balance (excluding after-tax employee contributions) under the Seller Employee Plan that is a tax-qualified defined contribution retirement plan (the “Sellers 401(k) Plan”) to the Buyer 401(k) Plan at any time after the end of the Post-Closing Welfare Period if such direct rollover is elected in accordance with Law (and in accordance with the terms of the Sellers 401(k) Plan and the Buyer 401(k) Plan and any related administrative procedures) by such U.S. Transferred Employee. Sellers, Buyer and their respective Affiliates and, in the case of Buyer, any other Designated Employing Entity, as applicable, shall cooperate to take any and all commercially reasonable actions needed to permit each U.S. Transferred Employee with an outstanding loan balance under the Sellers 401(k) Plan as of the Closing to continue to make scheduled loan payments to the Sellers 401(k) Plan after the Closing, pending the distribution and in-kind rollover of the notes evidencing such loans, if timely elected, from the Sellers 401(k) Plan to the Buyer 401(k) Plan so as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans; provided, however, that nothing in this Section 7.07 shall impose on Buyer any obligation to transmit loan payments to the Seller 401(k) Plan through payroll withholding or otherwise.
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U.S. 401(k) Plan. Seller shall cause Amana US to terminate each Employee Plan that constitutes a “401(k) plan” prior to the Closing Date, unless Buyer, in its sole and absolute discretion, agrees to sponsor and maintain such 401(k) plan by providing Seller with written notice of such election not less than three business days prior to the Closing Date. Prior to the Closing Date, Seller shall provide Buyer with evidence reasonably satisfactory to Buyer that each such 401(k) plan with respect to which Buyer has not provided the notice specified in the immediately preceding sentence has been terminated pursuant to resolutions of the Board of Directors of Amana US (the form and substance of such resolutions shall be subject to advance review and approval by Buyer, which approval shall not be unreasonably withheld), effective not later than the day immediately preceding the Closing Date.
Sample 1

Related to U.S. 401(k) Plan

  • 401(k) Plan Executive shall be entitled to participate in the Company’s 401K plan in accordance with its terms and conditions.

  • Savings Plan Executive will be eligible to enroll and participate, and be immediately vested in, all Company savings and retirement plans, including any 401(k) plans, as are available from time to time to other key executive employees.

  • Flexible Benefits Plan A flexible benefits plan, which is in accordance with Section 125 of the Internal Revenue Code, was implemented for eligible employees covered by this Agreement on October 1, 1990.

  • Profit Sharing Plan Under the Northrim BanCorp, Inc. Profit Sharing Plan (the “Plan”), Executive shall be eligible to receive an annual profit share based on performance as defined by the Board of Directors. Executive will be classified in the Executive tier under the Plan’s Responsibility Factors. If Employer is required to prepare an accounting restatement due to “material noncompliance of the Employer,” the Employer will recover from the Executive any incentive compensation during the three (3) years prior to the date of the restatement, in excess of what would have been paid under the restatement. Executive’s signature on this Agreement authorizes Employer to offset or deduct from any compensation Employer may owe Executive, any excess payments (in whole or in part) that Executive may owe Employer due to such restatement(s).

  • 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.

  • Savings Plans (A) ASSUMPTION OF SPINCO SAVINGS PLANS AND RELATED LIABILITIES Effective no later than the Close of the Distribution Date, Spinco or a member of the Spinco Group shall take all action necessary to assume and become the plan sponsor of the Spinco Savings Plans and shall be responsible for all Liabilities relating to the Spinco Savings Plans. The Spinco Savings Plans shall recognize and maintain all contribution and investment elections made by Transferred Individuals under the Spinco Savings Plans as such elections were last in effect during the period immediately prior to the Distribution Date and shall apply such elections under the Spinco Savings Plans for the remainder of the period or periods for which such elections are by their terms applicable (subject in all cases to applicable election change rights of the Transferred Individuals). (B) TRANSFER OF LIABILITIES UNDER NSI CORPORATE 401(K) PLAN Effective no later than the Close of the Distribution Date: (i) all Liabilities to or relating to Retained Corporate Employees under the National Service Industries Retirement and 401(k) Plan ("Corporate 401(k) Plan") shall cease to be Liabilities of the Corporate 401(k) Plan and shall be assumed in full and in all respects by one or more NSI Savings Plans; (ii) the appropriate NSI Savings Plan(s) shall assume and be solely responsible for all ongoing rights of or relating to these Retained Corporate Employees for future participation (including the right to make contributions through payroll deductions in the NSI Savings Plan(s); and (iii) the accounts of the Retained Corporate Employees under the Corporate 401(k) Plan which are held by its related trust shall be transferred to the account(s) of the appropriate NSI Savings Plan under the NSI Master Savings Trust. (C) SAVINGS PLAN TRUST Effective no later than the Close of the Distribution Date, Spinco shall establish, or cause to be established, the Spinco Master Savings Trust which shall be qualified under Code ss. 401(a), be exempt from taxation under Code ss. 501(a)(1), and form part of the Spinco Savings Plans. Spinco shall, prior to the end of the remedial amendment period for the Spinco Savings Plans, apply for determination letters from the Internal Revenue Service that shall provide that the Spinco Savings Plans and the Spinco Master Savings Trust satisfy the requirements for qualification under Code sections 401(a) and 501(a), and Spinco shall take all actions necessary or appropriate to obtain such letters.

  • Deferred Compensation Plan Manager shall be eligible to participate in the First Mid-Illinois Bancshares, Inc. Deferred Compensation Plan in accordance with the terms and conditions of such Plan.

  • Compensation Plans Following any termination of the Executive's employment, the Company shall pay the Executive all unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination under any compensation plan or program of the Company, at the time such payments are due.

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

  • 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.

Most Referenced Clauses

Most Referenced Definitions