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

U.S. Savings Plans. (i) Effective as of the Distribution Date, Xxxxxxx shall cause a member of the Veralto Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Employee who participated in a Xxxxxxx U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Savings Plan immediately prior to the date on which such Veralto U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Common Stock), (ii) the participation of each Veralto Employee who is a participant in a Xxxxxxx U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto U.S. Savings Plans become effective, Xxxxxxx shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx U.S. Savings Plans attributable to Veralto Employees and all of the Assets in the Xxxxxxx U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto U.S. Savings Plan and (iv) effective as of the Distribution Date, the Veralto U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto and Veralto shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto U.S. Savings Plans, during which Veralto Employees and Xxxxxxx Employees may receive distributions in kind from, respectively, the Veralto U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Common Stock or Xxxxxxx Common Stock, and (ii) the extent to which and when Xxxxxxx Common Stock (in the case of the Veralto U.S. Savings Plans) and Veralto Common Stock (in the case of the Xxxxxxx U.S. Savings Plans) shall cease to be investment alternatives the respective plans. (c) Xxxxxxx shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx U.S. Savings Plans in respect of each Former Veralto Service Provider.

Appears in 4 contracts

Samples: Employee Matters Agreement (Danaher Corp /De/), Employee Matters Agreement (Veralto Corp), Employee Matters Agreement (Veralto Corp)

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U.S. Savings Plans. (a) (i) Effective as of no later than the Distribution DateEffective Time, Xxxxxxx Parent shall cause a member of the Veralto SpinCo Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto SpinCo Employee who participated in a Xxxxxxx Parent U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto SpinCo U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Xxxxxxx Parent U.S. Savings Plan immediately prior to the date on which such Veralto SpinCo U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Parent Common Stock), (ii) the participation of each Veralto SpinCo Employee who is a participant in a Xxxxxxx Parent U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto SpinCo U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto SpinCo U.S. Savings Plans become effective, Xxxxxxx Parent shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx Parent U.S. Savings Plans attributable to Veralto SpinCo Employees and all of the Assets in the Xxxxxxx Parent U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto SpinCo U.S. Savings Plan and (iv) effective as of the Distribution DateEffective Time, the Veralto SpinCo U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto SpinCo and Veralto SpinCo shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto U.S. Savings Plans, during which Veralto Employees and Xxxxxxx Employees may receive distributions in kind from, respectively, the Veralto U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Common Stock or Xxxxxxx Common Stock, and (ii) the extent to which and when Xxxxxxx Common Stock (in the case of the Veralto U.S. Savings Plans) and Veralto Common Stock (in the case of the Xxxxxxx U.S. Savings Plans) shall cease to be investment alternatives the respective plans. (c) Xxxxxxx Parent shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx Parent U.S. Savings Plans in respect of each Former Veralto SpinCo Service ProviderProvider; provided that if any SpinCo Employee whose account balance is transferred from the Parent U.S. Savings Plans to the applicable SpinCo U.S. Savings Plan as set forth in Section 3.2(a) thereafter terminates employment prior to the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable SpinCo U.S. Savings Plan.

Appears in 2 contracts

Samples: Employee Matters Agreement (N-Able, Inc.), Employee Matters Agreement (N-Able, LLC)

U.S. Savings Plans. (a) (i) Effective as of no later than the Distribution Plan Transition Date, Xxxxxxx shall cause a member of the Veralto Envista Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Envista Employee who participated in a Xxxxxxx U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto Envista U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Savings Plan immediately prior to the date on which such Veralto Envista U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Common Stock), (ii) the participation of each Veralto Envista Employee who is a participant in a Xxxxxxx U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto Envista U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto Envista U.S. Savings Plans become effective, Xxxxxxx shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx U.S. Savings Plans attributable to Veralto Envista Employees and all of the Assets in the Xxxxxxx U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto Envista U.S. Savings Plan and (iv) effective as of the Distribution Plan Transition Date, the Veralto Envista U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto Envista and Veralto Envista shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto Envista U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto Envista U.S. Savings Plans, during which Veralto Envista Employees and Xxxxxxx Employees may receive distributions in kind from, respectively, the Veralto Envista U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Envista Common Stock or Xxxxxxx Common Stock, and (ii) the extent to which and when Xxxxxxx Common Stock (in the case of the Veralto Envista U.S. Savings Plans) and Veralto Envista Common Stock (in the case of the Xxxxxxx U.S. Savings Plans) shall cease to be investment alternatives the respective plans. (c) Xxxxxxx shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx U.S. Savings Plans in respect of each Former Veralto Envista Service Provider; provided that if any Envista Employee whose account balance is transferred from the Xxxxxxx U.S. Savings Plans to the applicable Envista U.S. Savings Plan as set forth in Section 3.3(a) thereafter terminates employment prior to the Plan Transition Date, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Envista U.S. Savings Plan.

Appears in 2 contracts

Samples: Employee Matters Agreement (Envista Holdings Corp), Employee Matters Agreement (Envista Holdings Corp)

U.S. Savings Plans. (a) (i) Effective as of no later than the Distribution DateEffective Time, Xxxxxxx shall cause a member of the Veralto Fortive Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Fortive Employee who participated in a Xxxxxxx U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto Fortive U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Savings Plan immediately prior to the date on which such Veralto Fortive U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Common Stock), (ii) the participation of each Veralto Fortive Employee who is a participant in a Xxxxxxx U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto Fortive U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto Fortive U.S. Savings Plans become effective, Xxxxxxx shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx U.S. Savings Plans attributable to Veralto Fortive Employees and all of the Assets in the Xxxxxxx U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto Fortive U.S. Savings Plan and (iv) effective as of the Distribution DateEffective Time, the Veralto Fortive U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto Fortive and Veralto Fortive shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto Fortive U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto Fortive U.S. Savings Plans, during which Veralto Fortive Employees and Xxxxxxx Employees may receive distributions in kind from, respectively, the Veralto Fortive U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Fortive Common Stock or Xxxxxxx Common Stock, and (ii) the extent to which and when Xxxxxxx Common Stock (in the case of the Veralto Fortive U.S. Savings Plans) and Veralto Fortive Common Stock (in the case of the Xxxxxxx U.S. Savings Plans) shall cease to be investment alternatives the respective plans. (c) Xxxxxxx shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx U.S. Savings Plans in respect of each Former Veralto Fortive Service Provider; provided that if any Fortive Employee whose account balance is transferred from the Xxxxxxx U.S. Savings Plans to the applicable Fortive U.S. Savings Plan as set forth in Section 3.3(a) thereafter terminates employment prior to the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Fortive U.S. Savings Plan.

Appears in 1 contract

Samples: Employee Matters Agreement (Fortive Corp)

U.S. Savings Plans. (i) Effective as of no later than the Distribution DateEffective Time, Xxxxxxx shall cause a member of the Veralto Fortive Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Fortive Employee who participated in a Xxxxxxx U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto Fortive U.S. Savings Plans”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Savings Plan immediately prior to the date on which such Veralto Fortive U.S. Savings Plans become effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Common Stock), (ii) the participation of each Veralto Fortive Employee who is a participant in a Xxxxxxx U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto Fortive U.S. Savings Plans become effective, (iii) as soon as practicable after the Veralto Fortive U.S. Savings Plans become effective, Xxxxxxx shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx U.S. Savings Plans attributable to Veralto Fortive Employees and all of the Assets in the Xxxxxxx U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto Fortive U.S. Savings Plan and (iv) effective as of the Distribution DateEffective Time, the Veralto Fortive U.S. Savings Plans (including all applicable accounts and underlying Assets) shall be transferred to Veralto Fortive and Veralto Fortive shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto Fortive U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans shall determine (i) the period of time, if any, following the adoption of the Veralto Fortive U.S. Savings Plans, during which Veralto Fortive Employees and Xxxxxxx Employees may receive distributions in kind from, respectively, the Veralto Fortive U.S. Savings Plans and the Xxxxxxx U.S. Savings Plans, if, and to the extent, investments under such plans are comprised of Veralto Fortive Common Stock or Xxxxxxx Common Stock, and (ii) the extent to which and when Xxxxxxx Common Stock (in the case of the Veralto Fortive U.S. Savings Plans) and Veralto Fortive Common Stock (in the case of the Xxxxxxx U.S. Savings Plans) shall cease to be investment alternatives the respective plans. (c) Xxxxxxx shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx U.S. Savings Plans in respect of each Former Veralto Fortive Service Provider; provided that if any Fortive Employee whose account balance is transferred from the Xxxxxxx U.S. Savings Plans to the applicable Fortive U.S. Savings Plan as set forth in Section 3.3(a) thereafter terminates employment prior to the Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Fortive U.S. Savings Plan.

Appears in 1 contract

Samples: Employee Matters Agreement

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U.S. Savings Plans. (i) Effective as of no later than the Distribution DateSeparation Effective Time, Xxxxxxx Everest shall cause a member of the Veralto Newco Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Newco Employee who participated in a Xxxxxxx an Everest U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto Newco U.S. Savings PlansPlan”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Everest Savings Plan and ESOP immediately prior to the date on which such Veralto Newco U.S. Savings Plans become Plan becomes effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Everest Common Stock)) and which also provides for a 3% nonelective contribution, (ii) the participation of each Veralto Newco Employee who is a participant in a Xxxxxxx an Everest U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto Newco U.S. Savings Plans become Plan becomes effective, (iii) as soon as practicable after the Veralto Newco U.S. Savings Plans become Plan becomes effective, Xxxxxxx Everest shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx Everest U.S. Savings Plans attributable to Veralto such Newco Employees and all of the Assets in the Xxxxxxx Everest U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto Newco U.S. Savings Plan Plan, provided that Athena shall have the right to participate in any administrative procedures related to such transfer, and any required adjustments or true-ups related to such transfer shall be made by Everest and its Subsidiaries or Athena or a member of the Newco Group to be mutually agreed as promptly as possible following the Closing Date, and (iv) effective as of the Distribution DateSeparation Effective Time, Everest shall cause the Veralto Newco U.S. Savings Plans Plan (including all applicable accounts and underlying Assets) shall to be transferred to Veralto Newco and Veralto Newco shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto Newco U.S. Savings Plans Plan and the Xxxxxxx Everest U.S. Savings Plans Plan shall determine (i) the period of time, if any, following the adoption of the Veralto Newco U.S. Savings PlansPlan, during which Veralto Newco Employees and Xxxxxxx Everest Employees may receive distributions in kind from, respectively, the Veralto Newco U.S. Savings Plans Plan and the Xxxxxxx Everest U.S. Savings PlansPlan, if, and to the extent, investments under such plans are comprised of Veralto Athena Common Stock or Xxxxxxx Everest Common Stock, and (ii) the extent to which and when Xxxxxxx Everest Common Stock (in the case of the Veralto Newco U.S. Savings Plans) and Veralto Athena Common Stock (in the case of the Xxxxxxx Everest U.S. Savings Plans) shall cease to be investment alternatives in the respective plans. (c) Xxxxxxx Everest shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx Everest U.S. Savings Plans in respect of each Former Veralto Newco Service Provider; provided, that if any Newco Employee whose account balance is transferred from the Everest U.S. Savings Plans to the applicable Newco U.S. Savings Plan as set forth in Section 3.2(a) thereafter terminates employment prior to the Separation Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Newco U.S. Savings Plan.

Appears in 1 contract

Samples: Employee Matters Agreement (Ecolab Inc.)

U.S. Savings Plans. (a) (i) Effective as of no later than the Distribution DateSeparation Effective Time, Xxxxxxx Everest shall cause a member of the Veralto Newco Group to have in effect one or more defined contribution savings plans and related trusts that satisfy the requirements of Sections 401(a) and 401(k) of the Code in which each Veralto Newco Employee who participated in a Xxxxxxx an Everest U.S. Savings Plan immediately prior thereto shall be eligible to participate (the “Veralto Newco U.S. Savings PlansPlan”), with terms that are substantially similar to those provided by the applicable Xxxxxxx U.S. Everest Savings Plan and ESOP immediately prior to the date on which such Veralto Newco U.S. Savings Plans become Plan becomes effective (other than the ability to make additional investments in an investment fund invested primarily in Xxxxxxx Everest Common Stock)) and which also provides for a 3% nonelective contribution, (ii) the participation of each Veralto Newco Employee who is a participant in a Xxxxxxx an Everest U.S. Savings Plan shall automatically cease effective upon the date on which the Veralto Newco U.S. Savings Plans become Plan becomes effective, (iii) as soon as practicable after the Veralto Newco U.S. Savings Plans become Plan becomes effective, Xxxxxxx Everest shall cause the accounts (including any outstanding participant loan balances) in the Xxxxxxx Everest U.S. Savings Plans attributable to Veralto such Newco Employees and all of the Assets in the Xxxxxxx Everest U.S. Savings Plans related thereto to be transferred in-kind to the applicable Veralto Newco U.S. Savings Plan Plan, provided that Athena shall have the right to participate in any administrative procedures related to such transfer, and any required adjustments or true-ups related to such transfer shall be made by Everest and its Subsidiaries or Athena or a member of the Newco Group to be mutually agreed as promptly as possible following the Closing Date, and (iv) effective as of the Distribution DateSeparation Effective Time, Everest shall cause the Veralto Newco U.S. Savings Plans Plan (including all applicable accounts and underlying Assets) shall to be transferred to Veralto Newco and Veralto Newco shall thereafter fully pay, perform and discharge, all obligations thereunder. (b) The respective investment committees and other fiduciaries of the Veralto Newco U.S. Savings Plans Plan and the Xxxxxxx Everest U.S. Savings Plans Plan shall determine (i) the period of time, if any, following the adoption of the Veralto Newco U.S. Savings PlansPlan, during which Veralto Newco Employees and Xxxxxxx Everest Employees may receive distributions in kind from, respectively, the Veralto Newco U.S. Savings Plans Plan and the Xxxxxxx Everest U.S. Savings PlansPlan, if, and to the extent, investments under such plans are comprised of Veralto Athena Common Stock or Xxxxxxx Everest Common Stock, and (ii) the extent to which and when Xxxxxxx Everest Common Stock (in the case of the Veralto Newco U.S. Savings Plans) and Veralto Athena Common Stock (in the case of the Xxxxxxx Everest U.S. Savings Plans) shall cease to be investment alternatives in the respective plans. (c) Xxxxxxx Everest shall retain all accounts and all Assets and Liabilities relating to the Xxxxxxx Everest U.S. Savings Plans in respect of each Former Veralto Newco Service Provider; provided, that if any Newco Employee whose account balance is transferred from the Everest U.S. Savings Plans to the applicable Newco U.S. Savings Plan as set forth in Section 3.2(a) thereafter terminates employment prior to the Separation Effective Time, such individual’s account balance shall nonetheless continue to be held in, and subject to the terms and conditions of, the applicable Newco U.S. Savings Plan.

Appears in 1 contract

Samples: Employee Matters Agreement (Apergy Corp)

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