Common use of U.S. Defined Benefit Plans Clause in Contracts

U.S. Defined Benefit Plans. Effective as of the Closing Date, if required by the terms of an applicable collective bargaining agreement, Buyer or its Affiliate shall adopt and establish a (or otherwise designate an existing) defined benefit plan that is intended to qualify under Section 401(a) of the Code and a related trust that is exempt under Section 501(a) of the Code (such plan and trust, the “Buyer DB Plan”). The Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantively identical to the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the “Seller DB Plan”) as it pertains to Company Employees such that, for the avoidance of doubt, the Seller DB Plan as it pertains to Company Employees is replicated in all material respects by the Buyer DB Plan (but for the avoidance of doubt, not for purposes of plan administration). Buyer shall cause the Buyer DB Plan to credit each Company Employee who as of the Closing is an active participant in the Seller DB Plan with full past service credit for eligibility, vesting, benefit accrual, determination of eligibility for early retirement and other subsidized benefits, and for all other purposes under the Seller DB Plan where service is taken into account from his or her date of employment with Seller and its Affiliates (and predecessors) to the extent such service was credited for such purpose on behalf of such Company Employees under the Seller DB Plan. The accrued benefit of each Company Employee under the Buyer DB Plan as of the Closing Date, taking into account service with Seller and its Affiliates (and predecessors) but not taking into account the benefit offset described below, will be at least as great as the accrued benefit of such Company Employee under the Seller DB Plan immediately prior to the Closing Date. The benefit of each Company Employee under the Buyer DB Plan shall be “offset” by such Company Employee’s accrued benefit under the Seller DB Plan. Each Company Employee who is an active participant in the Seller DB Plan immediately prior to the Closing shall become a participant in the Buyer DB Plan as of the Closing and shall cease to be an active participant in the Seller DB Plan as of the Closing. Buyer or its Affiliate shall be solely responsible for taking all necessary, reasonable and appropriate actions (including, if applicable, the submission of the Buyer DB Plan to the IRS for a determination of tax-qualified status) to establish, maintain, and administer the Buyer DB Plan so that it is qualified under Section 401(a) of the Code and the related trust is exempt under Section 501(a) of the Code. For the avoidance of doubt, Seller shall: (a) retain all assets held in trust on behalf of the Seller DB Plan or otherwise underlying the Seller DB Plan, and (b) retain all liabilities for accruals, including accruals on behalf of Company Employees, when such accruals are for periods occurring prior to the Closing Date. Prior to the Closing Date, Seller will deliver to Buyer an amendment to the Seller DB Plan, subject to Buyer’s review and reasonable comments, reflecting the mutually agreed upon coordination of benefits between the Buyer DB Plan and the Seller DB Plan, as set forth on Section 6.09 of the Seller Disclosure Schedule.

U.S. Defined Benefit Plans. Effective as of (a) With respect to the Closing DateEmerson Retirement Plan, if required by the terms of an applicable collective bargaining agreement, Buyer or its Affiliate shall adopt and establish a (or otherwise designate an existing) defined benefit plan that is intended to qualify under Section 401(a) of the Code and a related trust that is exempt under Section 501(a) of the Code (such plan and trust, the “Buyer DB Plan”). The Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantively identical to the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the “Seller DB Plan”) as it pertains to Company Employees such that), for the avoidance of doubt, the Seller DB Plan as it pertains to Company Employees is replicated in all material respects by the Buyer DB Plan (but for the avoidance of doubt, not for purposes of plan administration). Buyer shall cause the Buyer DB Plan to credit each Company Transferred Employee who as of the Closing is an active a participant in the Seller DB Plan with full past service credit for eligibility, vesting, benefit accrual, determination of eligibility for early retirement and other subsidized benefits, and for all other purposes under the (a “Seller DB Plan where service is taken into account from his or her date of employment with Seller and its Affiliates (and predecessorsParticipant”) to the extent such service was credited for such purpose on behalf of such Company Employees under the Seller DB Plan. The accrued benefit of each Company Employee under the Buyer DB Plan as of the Closing Date, taking into account service with Seller and its Affiliates (and predecessors) but not taking into account the benefit offset described below, will be at least as great as the accrued benefit of such Company Employee under the Seller DB Plan immediately prior to the Closing Date. The benefit of each Company Employee under the Buyer DB Plan shall be “offset” by such Company Employee’s accrued benefit under the Seller DB Plan. Each Company Employee who is an active participant in the Seller DB Plan immediately prior to the Closing shall become a participant in the Buyer DB Plan as of the Closing and shall cease to be an active participant participate in the Seller DB Plan as of the ClosingApplicable Transfer Time, provided that Seller shall take all actions necessary so that each Seller DB Plan Participant is fully vested in his or her accrued benefit under the Seller DB Plan as of the Applicable Transfer Date. Seller shall retain all assets and liabilities thereunder, including responsibility for all benefits accrued to each such Seller DB Plan Participant in respect of periods prior to the Applicable Transfer Time under the terms of the Seller DB Plan. As promptly as practicable after the Applicable Transfer Time but effective as of the Applicable Transfer Time, Buyer shall establish or its Affiliate designate one or more defined benefit pension plans for the Seller DB Plan Participants, which shall be solely responsible for taking all necessary, reasonable and appropriate actions (including, if applicable, the submission of the Buyer DB Plan to the IRS for a determination of tax-qualified status) to establish, maintain, and administer the Buyer DB Plan so that it is qualified under Section 401(a) of the Code (collectively, the “Replacement DB Plan”) and which shall, for the related trust is exempt under Extended Period (as defined in Section 501(a) 9.07 of the Code. For Disclosure Schedule), provide benefits that are not less favorable than the avoidance of doubt, Seller shall: (a) retain all assets held in trust on behalf of benefits provided under the Seller DB Plan or otherwise underlying as in effect immediately prior to the Applicable Transfer Time. The Replacement DB Plan shall provide that the credited service of each Seller DB Plan Participant under the Seller DB Plan as of the Applicable Transfer Time will be considered as credited service and will be taken into account under the Replacement DB Plan for purposes of determining eligibility, vesting and the accrual of benefits to the same extent as such service was recognized for such purposes under the Seller DB Plan, and (b) retain all liabilities . Benefits payable to each Seller DB Plan Participant under the Replacement DB Plan will be reduced for accruals, including accruals on behalf benefits accrued under the Seller DB Plan in respect of Company Employees, when such accruals are for periods occurring prior to the Closing DateApplicable Transfer Time. Prior to Except as may be required by Applicable Law, the Closing Daterights, Seller will deliver to Buyer an amendment to options, features and benefits of the Seller DB Plan, subject to Buyer’s review and reasonable comments, reflecting the mutually agreed upon coordination of benefits between the Buyer Replacement DB Plan and shall not be reduced during the Seller DB Plan, as set forth on Section 6.09 of the Seller Disclosure ScheduleExtended Period.

U.S. Defined Benefit Plans. Effective as of ¤ With respect to the Closing DateXxxxxxx Retirement Plan, if required by the terms of an applicable collective bargaining agreement, Buyer or its Affiliate shall adopt and establish a (or otherwise designate an existing) defined benefit plan that is intended to qualify under Section 401(a) of the Code and a related trust that is exempt under Section 501(a) of the Code (such plan and trust, the “Buyer DB Plan”). The Buyer DB Plan shall have terms and features (including benefit accrual provisions) that are substantively identical to the United States Steel Corporation Plan for Employee Pension Benefits (Revision of 2003) (the “Seller DB Plan”) as it pertains to Company Employees such that), for the avoidance of doubt, the Seller DB Plan as it pertains to Company Employees is replicated in all material respects by the Buyer DB Plan (but for the avoidance of doubt, not for purposes of plan administration). Buyer shall cause the Buyer DB Plan to credit each Company Transferred Employee who as of the Closing is an active a participant in the Seller DB Plan with full past service credit for eligibility, vesting, benefit accrual, determination of eligibility for early retirement and other subsidized benefits, and for all other purposes under the (a “Seller DB Plan where service is taken into account from his or her date of employment with Seller and its Affiliates (and predecessorsParticipant”) to the extent such service was credited for such purpose on behalf of such Company Employees under the Seller DB Plan. The accrued benefit of each Company Employee under the Buyer DB Plan as of the Closing Date, taking into account service with Seller and its Affiliates (and predecessors) but not taking into account the benefit offset described below, will be at least as great as the accrued benefit of such Company Employee under the Seller DB Plan immediately prior to the Closing Date. The benefit of each Company Employee under the Buyer DB Plan shall be “offset” by such Company Employee’s accrued benefit under the Seller DB Plan. Each Company Employee who is an active participant in the Seller DB Plan immediately prior to the Closing shall become a participant in the Buyer DB Plan as of the Closing and shall cease to be an active participant participate in the Seller DB Plan as of the ClosingApplicable Transfer Time, provided that Seller shall take all actions necessary so that each Seller DB Plan Participant is fully vested in his or her accrued benefit under the Seller DB Plan as of the Applicable Transfer Date. Seller shall retain all assets and liabilities thereunder, including responsibility for all benefits accrued to each such Seller DB Plan Participant in respect of periods prior to the Applicable Transfer Time under the terms of the Seller DB Plan. As promptly as practicable after the Applicable Transfer Time but effective as of the Applicable Transfer Time, Buyer shall establish or its Affiliate designate one or more defined benefit pension plans for the Seller DB Plan Participants, which shall be solely responsible for taking all necessary, reasonable and appropriate actions (including, if applicable, the submission of the Buyer DB Plan to the IRS for a determination of tax-qualified status) to establish, maintain, and administer the Buyer DB Plan so that it is qualified under Section 401(a) of the Code (collectively, the “Replacement DB Plan”) and which shall, for the related trust is exempt under Extended Period (as defined in Section 501(a) 9.07 of the Code. For Disclosure Schedule), provide benefits that are not less favorable than the avoidance of doubt, Seller shall: (a) retain all assets held in trust on behalf of benefits provided under the Seller DB Plan or otherwise underlying as in effect immediately prior to the Applicable Transfer Time. The Replacement DB Plan shall provide that the credited service of each Seller DB Plan Participant under the Seller DB Plan as of the Applicable Transfer Time will be considered as credited service and will be taken into account under the Replacement DB Plan for purposes of determining eligibility, vesting and the accrual of benefits to the same extent as such service was recognized for such purposes under the Seller DB Plan, and (b) retain all liabilities . Benefits payable to each Seller DB Plan Participant under the Replacement DB Plan will be reduced for accruals, including accruals on behalf benefits accrued under the Seller DB Plan in respect of Company Employees, when such accruals are for periods occurring prior to the Closing DateApplicable Transfer Time. Prior to Except as may be required by Applicable Law, the Closing Daterights, Seller will deliver to Buyer an amendment to options, features and benefits of the Seller DB Plan, subject to Buyer’s review and reasonable comments, reflecting the mutually agreed upon coordination of benefits between the Buyer Replacement DB Plan and shall not be reduced during the Seller DB Plan, as set forth on Section 6.09 of the Seller Disclosure ScheduleExtended Period.