U.S. Defined Contribution Plans. (a) Western Union ISP.
U.S. Defined Contribution Plans. Effective as of January 1, 2024, (i) (A) Parent shall transfer from the BorgWarner Inc. Retirement Savings Plan (the “BW RSP”) to a tax-qualified defined contribution plan sponsored by SpinCo or another member of the SpinCo Group (the “RSP Mirror Plan”) all Assets and Liabilities under the BW RSP with respect to Employees, Former Employees and Legacy Former Employees and (B) the RSP Mirror Plan shall assume all such Assets and Liabilities from the BW RSP, (ii) (A) Parent shall transfer from the Deferred Plans to comparable plans sponsored by SpinCo or another member of the SpinCo Group (the “Mirror Deferred Compensation Plans”) all Liabilities under the Deferred Plans with respect to Employees and Former Employees and (B) the Mirror Deferred Compensation Plans shall assume all such Liabilities from the Deferred Compensation Plans, and (iii) SpinCo shall assume, and shall cause any other SpinCo Group member that sponsors the RSP Mirror Plan or a Mirror Deferred Compensation Plan to assume, all responsibility for funding and paying (or causing to be paid) the transferred Liabilities described in this Section 5(b) for any such plan that SpinCo or such other member sponsors. For the avoidance of doubt, the Assets and Liabilities to be transferred with respect to the BW RSP shall include the allocable portion (in proportion to the aggregate account balances transferred to the RSP Mirror Plan) of the forfeiture account and revenue account accumulation held in the BW RSP as of January 1, 2024 (net of any applicable estimated unpaid plan expenses for the most recently completed plan year), and promissory notes evidencing plan loans, and neither the transfers described in this Section 5(b), nor the Distribution Date, shall be treated as a “separation from service” as defined under Treasury Regulation s. 1.409A-1(h) for purposes of the Deferred Plans and the Mirror Deferred Compensation Plans or as a “severance from employment” within the meaning of Treasury Regulation s. 1.401(k)-1(d)(2) for purposes of the RSP. After the transfer of Assets and Liabilities has occurred with respect to the BW RSP and the RSP Mirror Plan as contemplated by this paragraph, if on further review it is determined and agreed upon by the Parties that an incorrect amount of assets was transferred, there shall be a corresponding adjustment to correct any such mistake. The Liabilities transferred in accordance with this Section 5(b) shall cease to be Liabilities of the BW RSP (and the BW RSP ...
U.S. Defined Contribution Plans. Except as otherwise specifically set forth herein, the terms of this Article IX apply solely to Employees who work primarily in the U.S.
U.S. Defined Contribution Plans. As soon as practicable after the Closing Date, account balances as of the Closing Date of each Continuing Employee who participates in The Spectrum Brands 401(k) Retirement Savings Plan (the “Seller Defined Contribution Plan”), including any outstanding participant loans, shall be transferred to a qualified defined contribution plan of Buyer or one of its Affiliates. Such transfer shall be effected in accordance with Applicable Law. During the Continuation Period, Buyer shall or shall cause its Affiliates to provide each Continuing Employee who participated in the Seller Defined Contribution Plan with the maximum potential employer matching contribution provided to similarly situated employees of Buyer who are not Continuing Employees.
U.S. Defined Contribution Plans. (a) Effective as of the Separation Effective Time, (i) the active participation of each US Spinco Transferred Employee who is a participant in the Remainco Retirement Plan shall automatically cease and no US Spinco Transferred Employee shall thereafter accrue any benefits under any such Remainco Retirement Plan and (ii) Remainco shall cause each such US Spinco Transferred Employee to become fully vested in such US Spinco Transferred Employee’s account balances under such Remainco Retirement Plan.
U.S. Defined Contribution Plans. Exxxxxx shall use commercially reasonable efforts to cause the Emerald Entities to have in place, as of the Closing, a Clone Benefit Plan which is a tax-qualified defined contribution plan with a cash or deferred arrangement under Section 401(k) of the Code (the “Emerald 401(k) Plan”) and that will (A) cover Transferred Employees as of the Applicable Transfer Time and (B) accept the transfer of account balances (including outstanding participant loans) from the Exxxxxx 401(k) Plan as described below. As soon as practicable following the Applicable Transfer Time, but no later than one-hundred and twenty (120) days following the Applicable Transfer Time, Exxxxxx shall cause the trustee of each Exxxxxx 401(k) Plan to transfer, and JV NewCo shall cause the Emerald 401(k) Plan to receive, in the form of cash (or promissory notes representing outstanding loans of the Transferred Employees) the full account balances of the Transferred Employees under the Exxxxxx 401(k) Plan, reduced by any necessary benefit or withdrawal payments to or in respect of Transferred Employees occurring during the period from the Applicable Transfer Time to the date of transfer described herein, to the appropriate trustee under the trust agreement forming a part of the Emerald 401(k) Plan; provided, however, such transferred amounts shall only be transferred in accordance with Section 414(l) of the Code and all other Applicable Law. Exxxxxx shall take all actions as may be necessary or appropriate to ensure that each Transferred Employee who is a participant in the Exxxxxx 401(k) Plan shall 141 vest in full in respect of any unvested benefits. The Emerald 401(k) Plan shall, effective as of the date of transfer described herein, assume all of the account balances accumulated by Transferred Employees under the Exxxxxx 401(k) Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) upon the transfer described herein. Effective as of and following the Applicable Transfer Time, each Transferred Employee who is primarily employed in the U.S. shall be eligible to participate in the Emerald 401(k) Plan in accordance with the terms of such plan.
U.S. Defined Contribution Plans. (a) Employees’ 401(k) Plan.
U.S. Defined Contribution Plans. (a) Employees’ Incentive Investment Plan.
U.S. Defined Contribution Plans. With respect to each Transferred Employee who, as of immediately prior to the Applicable Transfer Date, participates in a defined contribution plan that is intended to qualify under Section 401(a) of the Code and that is sponsored by Seller or a Retained Subsidiary (a “Seller DC Plan”), Buyer shall (or shall cause one of its Affiliates to), as soon as administratively practicable following the Applicable Transfer Date, (a) cover such Transferred Employee under a defined contribution plan that is intended to qualify under Section 401(a) of the Code and that is sponsored by Buyer or one of its Affiliates (a “Buyer DC Plan”) and (b) cause a Buyer DC Plan to accept a direct trustee-to-trustee transfer of the full value of the accounts (including participant loans) of such Transferred Employee from the Seller DC Plans and, as of such date Seller has caused the Seller DC Plan to transfer to the trust of Buyer DC Plan cash, assets or a combination thereof in an amount equal to the Seller DC Plan account balances of the Transferred Employees (including any promissory notes evidencing outstanding loan balances under the Seller DC Plan) as of the valuation date immediately preceding such transfer.
U.S. Defined Contribution Plans. As of the Applicable Transfer Time, Buyer shall cover (or cause to be covered) each Transferred Employee who is based primarily in the United States under one or more defined contribution plans and trusts intended to qualify under Section 401(a) of the Code (collectively, the “Buyer DC Plan”) on a basis substantially similar to the basis on which such employee participated in any defined contribution plan and trust intended to qualify under Section 401(a) of the Code that is sponsored by Seller or any of its Affiliates (collectively, the “Seller DC Plan”)) and on terms that reflect the service credit provisions of Section 9.09; provided that as of the Applicable Transfer Time, all such Transferred Employees will be fully vested in their account balances under the Seller DC Plan. Effective as of the Applicable Transfer Time or any subsequent date reasonably requested by Buyer (but not later than the 60th day following the Applicable Transfer Time), all such Transferred Employees shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of their account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes.
