U.S. Defined Contribution Plans. Prior to the Effective Time, Emerson shall (i) cause the trustee of any Emerson 401(k) Plan to segregate the assets (including outstanding participant loans) of such Emerson 401(k) Plan representing the full account balances of Echo Business Employees that are expected to become Continuing Echo Business Employees as of the Closing Date and (ii) make all necessary amendments to the applicable Emerson 401(k) Plan and related trust agreements to provide for such segregation of assets and the transfer of assets as described below. As of the Effective Time, Newco shall, or shall cause its applicable Subsidiary to, have in place a tax-qualified defined contribution plan with a cash or deferred arrangement under Section 401(k) of the Code (the “Newco 401(k) Plan”) that will (A) cover Continuing Echo Business Employees as of the Effective Time and (B) accept the transfer of account balances (including outstanding participant loans) from the Emerson 401(k) Plan as described below. As soon as practicable following the Effective Time, but no later than one-hundred and twenty (120) days following the Effective Time, Emerson shall cause the trustee of each Emerson 401(k) Plan to transfer, and Newco shall cause the Newco 401(k) Plan to receive, in the form of cash (or promissory notes representing outstanding loans of the Continuing Echo Business Employees) the full account balances of the Continuing Echo Business Employees under the Emerson 401(k) Plan (which account balances will have been credited with appropriate earnings attributable to the period from the Effective Time to the date of transfer described herein), reduced by any necessary benefit or withdrawal payments to or in respect of Continuing Echo Business Employees occurring during the period from the Effective Time to the date of transfer described herein, to the appropriate trustee as designated by Newco under the trust agreement forming a part of the Newco 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. The Newco 401(k) Plan shall, effective as of the date of transfer described herein, assume all of the account balances accumulated by Continuing Echo Business Employees under the Emerson 401(k) Plan (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the date of transfer described herein) upon the transfer described herein. Following the Closing, each ...
U.S. Defined Contribution Plans. (a) Western Union ISP.
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) As of the Applicable Transfer Time, each Transferred Employee who is based primarily in the United States shall be fully vested in his or her account balances under 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”). Effective as of the Applicable Transfer Time or any subsequent date reasonably requested by Buyer (but not later than the 90th day following the Applicable Transfer Time), each such Transferred Employee shall be eligible to elect a “direct rollover” (as described in Section 401(a)(31) of the Code) of his or her account balances (other than participant loans, which are addressed in the next sentence) under the Seller DC Plan to a defined contribution plan and trust intended to qualify under Section 401(a) of the Code that is sponsored by Buyer or one of its Affiliates, in the form of cash (the “Buyer DC Plan”). Seller and Buyer shall cooperate in good faith and use commercially reasonable efforts to enable each such Transferred Employee to be eligible to elect a direct rollover of any participant loans under the Seller DC Plan, in the form of participant loan notes, to the Buyer DC Plan (provided such loan is current on payments) or to replace such loan under the Buyer DC Plan.
(b) During the Relevant Period, the Buyer DC Plan shall provide benefits to each such Transferred Employee that are not less favorable than the benefits provided under the Seller DC Plan as in effect immediately prior to the Applicable Transfer Time with respect to the availability and amounts of loans, the employer matching contribution and the vesting schedule (except that Buyer need not utilize the same method of calculating service going forward) for such contribution as reflected in the summary plan descriptions (including the appendices thereto) of the Seller DC Plan that have been provided to Buyer, but not with respect to form of benefits; provided, however, that Buyer shall have no obligation to make any employer matching contribution to the Buyer DC Plan on behalf of any Transferred Employee to the extent that such employer matching contribution would, in the reasonable judgment of Buyer, cause the Buyer DC Plan or Buyer to fail to comply with applicable nondiscrimination requirements under the Code or other Applicable Law.
U.S. Defined Contribution Plans. On or prior to the Closing Date, Seller shall transfer sponsorship of the Transtar, LLC Savings Plan for Represented Employees (the “Transtar 401(k) Plan”) to the Company. Buyer shall continue to make available to Company Employees the Transtar 401(k) Plan for the duration of the Continuation Period, with terms and conditions equal to or more favorable than those terms and conditions contained in the Transtar 401(k) Plan prior to the Closing.
U.S. Defined Contribution Plans. (a) Employees’ 401(k) Plan.
(1) Establishment of Halyard 401(k) Plan. Effective as of the Distribution Date, (i) participation in the Xxxxxxxx-Xxxxx Corporation 401(k) and Profit Sharing Plan will cease for all Transferred Employees and other Business Employees, and (ii) Halyard shall adopt and establish a Pension Plan and trust qualified under sections 401(a), 401(k) and 501(a) of the Code (the “Halyard 401(k) Plan”) that is substantially similar (except as may be agreed upon between Xxxxxxxx-Xxxxx and Halyard) to the Xxxxxxxx-Xxxxx Corporation 401(k) and Profit-Sharing Plan and trust immediately prior to the Distribution Date (the “K-C 401(k) Plan”). Halyard shall assume and thereafter be solely responsible for all then existing or future employer liabilities related to Transferred Employees and other Business Employees under the Halyard 401(k) Plan and the administration thereof. As soon as practicable after the adoption of the Halyard 401(k) Plan, Halyard shall submit an application to the IRS for a determination regarding the qualification of the Halyard 401(k) Plan and shall take any actions not inconsistent with Halyard’s other general commitments contained in this Agreement and make any amendments necessary to receive a favorable determination letter. All existing participant elections for Transferred Employees and other Business Employees (and their beneficiaries and alternate payees) under the K-C 401(k) Plan, including without limitation, beneficiary designations, deferral elections, investment elections and form of payment elections shall continue in full force and effect under the Halyard 401(k) Plan, until otherwise changed pursuant to the terms of the Halyard 401(k) Plan, except that any investment election for the Employer Stock Fund shall be deemed instead to be an election for the Target Date Fund, until otherwise changed by the participant.
U.S. Defined Contribution Plans. Effective as of the Distribution Effective Time, (i) the active participation of each US Spinco Transferred Employee who is a participant in the Remainco
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.
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.
