Common use of U.S. Pension Plans Clause in Contracts

U.S. Pension Plans. (a) From and after the Distribution Date, ConAgra and the ConAgra Group will retain all assets and Liabilities under the Benefit Plans that are defined benefit plans listed on Schedule 7.1(a) (the “ConAgra Pension Plans”). Effective as of the Distribution Date, each LW Employee will cease active participation in, and each LW Employee’s service and benefit accruals will cease accruing under, the ConAgra Pension Plans. (b) Effective as of the Distribution Date, the LW Group has established and adopted a defined benefit plan that is intended to qualify under Code Section 401(a), along with a related master trust that is exempt under Code Section 501(a) (such plan and trust, collectively, the “LW Spinoff Pension Plan”) under which each LW Employee who is a production-based employee and paid on an hourly basis (whether or not covered by one or more of the Collective Bargaining Agreements, but excluding corporate support staff who are paid on an hourly basis) (the “Hourly LW Employees”) will (i) receive credit for his or her service with any member of the ConAgra Group and any of their respective predecessors and (ii) will be provided benefits and other terms and conditions regarding vesting, eligibility to participate, and receipt of benefits that are the same as those contained in the applicable ConAgra Pension Plans such that, in each case, (x) the benefit received by each such Hourly LW Employee covered by a Collective Bargaining Agreement will be no less favorable than the benefit required to be provided to such Hourly LW Employee under the terms of such Collective Bargaining Agreement and (y) the benefit received by each such Hourly LW Employee, when added together with the benefit received by such Hourly LW Employee under the applicable ConAgra Pension Plan, will be no less favorable than the benefit such Hourly LW Employee would have become entitled to receive under the terms of the applicable ConAgra Pension Plan had such Hourly LW Employee remained employed by a member of the ConAgra Group and received his or her entire pension benefit under the applicable ConAgra Pension Plan as in effect on the Distribution Date. Except as set forth in the Transition Services Agreement, Xxxx Xxxxxx or a member of the LW Group is solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the LW Spinoff Pension Plan to the Internal Revenue Service for a determination of tax-qualified status) to establish, maintain and administer the LW Spinoff Pension Plan so that it is qualified under Section 401(a) of the Code and that the related trust thereunder is exempt under Section 501(a) of the Code. (c) From and after the Distribution Date, ConAgra and the members of the ConAgra Group are solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the ConAgra Pension Plans, whether accrued before, on or after the Distribution Date and Xxxx Xxxxxx and the members of the LW Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the LW Spinoff Pension Plan. Nothing in this Employee Matters Agreement prohibits the ConAgra Group or the LW Group from amending or terminating the ConAgra Pension Plans or the LW Spinoff Pension Plans, respectively, at any time. The LW Group may change or discontinue the benefits described in Section 7.1(b) at any time after the Distribution Date, subject to their collective bargaining obligations.

U.S. Pension Plans. The Disclosure Letter sets forth a true and complete list of each "employee benefit plan", as such term is defined in the US Employee Retirement Income Security Act of 1974, as amended (a) From and after the Distribution Date"ERISA"), ConAgra and the ConAgra Group will retain all assets and Liabilities under the Benefit Plans that are defined benefit plans listed on Schedule 7.1(a) (the “ConAgra Pension Plans”). Effective as of the Distribution Date, each LW Employee will cease active participation inwhether or not subject to ERISA, and each LW Employee’s service and bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance or other employee or retiree benefit accruals will cease accruing underor compensation plan, the ConAgra Pension Plans. (b) Effective as program, arrangement, agreement, policy or understanding, whether written or unwritten, that provides or may provide benefits or compensation in respect of any employee or former employee of the Distribution Date, US Subsidiary or the LW Group has established and adopted a defined benefit plan that is intended to qualify under Code Section 401(a), along with a related master trust that is exempt under Code Section 501(a) beneficiaries or dependants of any such employee or former employee (such plan employees, former employees, beneficiaries and trust, dependants collectively, the “LW Spinoff Pension Plan”"US Employees") or under which each LW any US Employee who is or may become eligible to participate or derive a production-based employee and paid on an hourly basis benefit with respect to which the US Subsidiary or the Business may have any liability or obligation (whether or not covered by one or more of collectively, the Collective Bargaining Agreements, but excluding corporate support staff who are paid on an hourly basis) (the “Hourly LW Employees”) will (i) receive credit for his or her service with any member of the ConAgra Group and any of their respective predecessors and (ii) will be provided benefits and other terms and conditions regarding vesting, eligibility to participate, and receipt of benefits that are the same as those contained in the applicable ConAgra Pension Plans such that, in each case, (x) the benefit received by each such Hourly LW Employee covered by a Collective Bargaining Agreement will be no less favorable than the benefit required "Plans"). Each US Plan intended to be provided to such Hourly LW Employee under the terms of such Collective Bargaining Agreement and (y) the benefit received by each such Hourly LW Employee, when added together with the benefit received by such Hourly LW Employee under the applicable ConAgra Pension Plan, will be no less favorable than the benefit such Hourly LW Employee would have become entitled to receive under the terms of the applicable ConAgra Pension Plan had such Hourly LW Employee remained employed by a member of the ConAgra Group and received his or her entire pension benefit under the applicable ConAgra Pension Plan as in effect on the Distribution Date. Except as set forth in the Transition Services Agreement, Xxxx Xxxxxx or a member of the LW Group is solely responsible for taking all necessary, reasonable, and appropriate actions (including the submission of the LW Spinoff Pension Plan to the Internal Revenue Service for a determination of tax-qualified status) to establish, maintain and administer the LW Spinoff Pension Plan so that it is qualified under Section section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favourable determination letter from the IRS as to its qualification under the US Internal Revenue Code of 1986, as amended (the "Code") and to the effect that the related each such trust thereunder is exempt from taxation under Section section 501(a) of the Code. (c) From , and after nothing has occurred since the Distribution Date, ConAgra and the members date of such determination letter that could adversely affect such qualification or tax-exempt status. No US Plan is subject to section 412 of the ConAgra Group are solely Code or section 302 or Title IV of ERISA. Each of the US Plans has been operated and exclusively responsible for administered in all obligations and liabilities respects in compliance with respect toall Laws. No US Employee is or may become entitled to post-employment benefits of any kind by reason of employment by the US Subsidiary, including, without limitation, death or medical benefits (whether or not insured), other than (a) coverage provided pursuant to the terms of any Plan specifically identified as providing such coverage in the Disclosure Letter or mandated by section 4980B of the Code or (b) retirement benefits payable under any Plan qualified under section 401(a) of the Code. The consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any way related to, the ConAgra Pension Plans, whether accrued before, on or after the Distribution Date and Xxxx Xxxxxx and the members of the LW Group will be solely and exclusively responsible for all obligations and liabilities with respect to, or in any way related to, the LW Spinoff Pension Plan. Nothing in this Employee Matters Agreement prohibits the ConAgra Group or the LW Group from amending or terminating the ConAgra Pension Plans or the LW Spinoff Pension Plans, respectively, at any time. The LW Group may change or discontinue the benefits described in Section 7.1(b) at any time after the Distribution Date, subject to their collective bargaining obligationsUS Employee.