Common use of Defined Benefit Plans Clause in Contracts

Defined Benefit Plans. (a) Parent or the Operating Company, as applicable, shall spin-off and transfer all pension obligations and liabilities of the Newe▇▇ ▇▇▇bermaid Pension Plan for Factory and Distribution Hourly Paid Employees ("PARENT'S HOURLY PLAN") and the Newe▇▇ ▇▇▇bermaid Pension Plan for Salaried and Clerical Employees ("PARENT'S SALARIED Plan" and collectively with Parent's Hourly Plan the "PARENT'S HOURLY AND SALARIED PLANS") attributable to Employees (which, for purposes of this Section 5.2, shall include active, terminated and retired Employees) to new pension plans to be established for hourly and salaried Employees of the Companies (individually the "NEW HOURLY PLAN" and the "NEW SALARIED PLAN" and collectively the "NEW HOURLY AND SALARIED PLANS"). Each such spin-off and transfer shall be accomplished as set forth in this SECTION 5.2 and in accordance with Section 414(l) of the Code. (b) The New Hourly and Salaried Plans will provide that (i) Employees' accrued benefits under Parent's Hourly and Salaried Plans will be transferred to and credited under the New Hourly and Salaried Plans, as applicable; and (ii) such Employees' periods of service credited under Parent's Hourly or Salaried Plans will be credited for purposes of determining benefit accrual, vesting and eligibility under the New Hourly or Salaried Plans, as applicable. The New Hourly and Salaried Plans shall at Closing provide, with respect to service with the Companies before Closing, benefits, rights and features that are identical in all respects to those provided by Parent's Hourly and Salaried Plans to the Employees as of the Closing Date. The Employees shall participate in the New Hourly and Salaried Plans, as applicable, as of the Closing Date. (c) The date on which the plan liabilities of Parent's Hourly and Salaried Plans are calculated shall be called the "TRANSFER DATE" and shall be effected as soon as practicable following the Closing Date. The plan liabilities of the Parent's Hourly Plan to be transferred to the New Hourly Plan (the "HOURLY PENSION Liabilities") shall be the actuarial present value of the accrued plan benefits of Employees who are participants in the Parent's Hourly Plan as of the Transfer Date calculated pursuant to Section 414(l) of the Internal Revenue Code using the following actuarial assumptions: (i) for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occurs, as set forth in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal to the earliest age at which the entire benefit can commence on an unreduced basis, and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as of the Transfer Date and age as of the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, pursuant to SECTION 5.2(g) below, Parent shall cause assets of Parent's Hourly Plans equal to either (i) the Hourly Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Hourly Plan as of the Transfer Dates determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Hourly Plan Liabilities (the "HOURLY PENSION ASSETS") plus interest at the rate of 6% per annum from the Transfer Date to the date the Hourly Pension Assets are actually conveyed, to be conveyed in cash to the New Hourly Plan. Until the Hourly Pension Assets are transferred to the New Hourly Plan, Parent or the Operating Company, as applicable, will continue to process distributions required to be made to Employees under Parent's Hourly Plan on and after the Closing Date in accordance with its terms and procedures.

Defined Benefit Plans. (a) Parent or the Operating Company, as applicable, shall spin-off and transfer all pension obligations and liabilities of the Newe▇▇ ▇▇▇bermaid Newell Rubbermaid Pension Plan for Factory and Distribution Hourly Paid Employees Pai▇ ▇▇▇▇oyees ("PARENT'S HOURLY PLAN") and the Newe▇▇ ▇▇▇bermaid Newell Rubbermaid Pension Plan for Salaried and Clerical Employees ("PARENTP▇▇▇▇▇'S SALARIED PlanPLAN" and collectively with Parent's Hourly Plan the "PARENT'S HOURLY AND SALARIED PLANS") attributable to Company Employees (which, for purposes of this Section 5.2, shall include active, terminated and retired Company Employees) to new pension plans to be established for hourly and salaried Company Employees of the Companies (individually the "NEW HOURLY PLAN" and the "NEW SALARIED PLAN" and collectively the "NEW HOURLY AND SALARIED PLANS"). Each such spin-off and transfer shall be accomplished as set forth in this SECTION 5.2 and in accordance with Section 414(l) of the Code. (b) The New Hourly and Salaried Plans will provide that (i) Company Employees' accrued benefits under Parent's Hourly and Salaried Plans will be transferred to and credited under the New Hourly and Salaried Plans, as applicable; and (ii) such Company Employees' periods of service credited under Parent's Hourly or Salaried Plans will be credited for purposes of determining benefit accrual, vesting and eligibility under the New Hourly or Salaried Plans, as applicable. The New Hourly and Salaried Plans shall at Closing provide, with respect to service with the Companies before Closing, benefits, rights and features that are identical in all respects to those provided by Parent's Hourly and Salaried Plans to the Company Employees as of the Closing Date. The Company Employees shall participate in the New Hourly and Salaried Plans, as applicable, as of the Closing Date. (c) The date on which the plan liabilities of Parent's Hourly and Salaried Plans are calculated shall be called the "TRANSFER DATE" and shall be effected as soon as practicable following the Closing Dateend of the Transition Period. The plan liabilities of the Parent's Hourly Plan to be transferred to the New Hourly Plan (the "HOURLY PENSION LiabilitiesLIABILITIES") shall be the actuarial present value of the accrued plan benefits of Company Employees who are participants in the Parent's Hourly Plan as of the Transfer Date calculated pursuant to Section 414(l) of the Internal Revenue Code using the following actuarial assumptions: (i) for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occurs, as set forth in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal to the earliest age at which the entire benefit can commence on an unreduced basis, and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as of the Transfer Date and age as of the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, pursuant to SECTION 5.2(g) below, Parent shall cause assets of Parent's Hourly Plans equal to either (i) the Hourly Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Hourly Plan as of the Transfer Dates determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Hourly Plan Liabilities (the "HOURLY PENSION ASSETS") plus interest at the rate of 6% per annum from the Transfer Date to the date the Hourly Pension Assets are actually conveyed, to be conveyed in cash to the New Hourly Plan. Until the Hourly Pension Assets are transferred to the New Hourly Plan, Parent or the Operating Company, as applicable, will continue to process distributions required to be made to Company Employees under Parent's Hourly Plan on and after the Closing Date in accordance with its terms and procedures. (d) The plan liabilities of the Parent's Salaried Plan to be transferred to the New Salaried Plan (the "SALARIED PENSION LIABILITIES") shall be the actuarial present value of the accrued plan benefits of Company Employees who are participants in the Parent's Salaried Plan as of the Transfer Date calculated pursuant to Section 414(l) of the Internal Revenue Code using the following actuarial assumptions: (i) for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occurs, as set forth in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal to the earliest age at which the entire benefit can commence on an unreduced basis, and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as of the Transfer Date and age as of the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, Parent shall cause assets of Parent's Salaried Plan equal to either (i) the Salaried Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Salaried Plan as of the Transfer Date determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Salaried Plan Liabilities (the "SALARIED PENSION ASSETS") plus interest at the rate of 6% per annum from the Transfer Date to the date the Salaried Pension Assets are actually conveyed, to be conveyed in cash to the New Salaried Plan. Until the Salaried Pension Assets are transferred to the New Salaried Plan, Parent or the Operating Company, as applicable, will continue to process distributions required to be made to Company Employees under Parent's Salaried Plan or after the Closing Date, in accordance with its terms and procedures. (e) If as of the Transfer Date the aggregate amount of Hourly Pension Assets to be transferred from Parent's Hourly Plan to the New Hourly Plan as determined under SECTION 5.2(c) hereof do not equal or exceed the amount of the Hourly Pension Liabilities also to be transferred under SECTION 5.2(c) hereof, then Seller shall pay Purchaser the difference between the Hourly Pension Liabilities and the Hourly Pension Assets, plus interest at the rate of 6% per annum from the Transfer Date to the date the Hourly Pension Assets are actually conveyed in cash to Purchaser. Such payment shall be made no later than five (5) Business Days after the amount of the Hourly Pension Assets and the Hourly Pension Liabilities to be transferred are finally determined under SECTION 5.2(g) hereof. (f) If as of the Transfer Date the aggregate amount of Salaried Pension Assets to be transferred from Parent's Salaried Plan to the New Salaried Plan as determined under SECTION 5.2(d) hereof do not equal or exceed the amount of the Salaried Pension Liabilities also to be transferred under SECTION 5.2(d) hereof, then Seller shall pay Purchaser the difference between the Salaried Pension Liabilities and the Salaried Pension Assets, plus interest at the rate of 6% per annum from the Transfer Date to the date the Salaried Pension Assets are actually conveyed in cash to Purchaser. Such payment shall be made no later than five (5) Business Days after the amount of the Salaried Pension Assets and the Hourly Pension Liabilities to be transferred are finally determined under SECTION 5.2(g) hereof. (g) Parent's actuary shall deliver a report to Parent setting forth the determination of the values of each the Hourly Pension Liabilities and the Salaried Pension Liabilities using the assumptions set forth in SECTIONS 5.2(c) and (d), and Parent shall provide a copy to Purchaser. Purchaser shall have fourteen (14) days to notify Parent in writing of any objections regarding the determination of the Hourly Pension Liabilities and Salaried Pension

Defined Benefit Plans. (a) Parent or Effective as of June 30, 1997, and subject to the Operating Company, as applicable, shall spin-off and transfer all pension obligations and liabilities occurrence of the Newe▇▇ ▇▇▇bermaid Pension Plan for Factory and Distribution Hourly Paid Employees Distribution, Next Level Communications ("PARENT'S HOURLY PLAN"a member of the NextLevel Group) and shall cease to be a sponsor of the Newe▇▇ ▇▇▇bermaid General Instrument Corporation Pension Plan for Salaried and Clerical Hourly Paid Non-Union Employees ("PARENT'S SALARIED Plan" and collectively with Parent's Hourly Plan the "PARENT'S HOURLY AND SALARIED PLANSPension Plan"), and GS and the members of the GS Group shall be the only sponsors of the Pension Plan. Effective as of July 1, 1997, and subject to the occurrence of the Distribution, NextLevel Systems shall establish a defined benefit plan (the "NextLevel Systems Pension Plan") attributable to for the benefit of the Active Employees (which, for purposes of this Section 5.2, shall include active, terminated and retired Employees) to new pension plans to be established for hourly and salaried Former Employees of the Companies (individually NextLevel Group who were, immediately prior to such effective date, participants in the "NEW HOURLY PLAN" Pension Plan. Upon the transfer of assets contemplated in Section 3.01(c), all liabilities for benefits accrued under the Pension Plan through June 30, 1997 in respect of the Active Employees and Former Employees of the "NEW SALARIED PLAN" and collectively the "NEW HOURLY AND SALARIED PLANS"). Each such spin-off and transfer NextLevel Group shall be accomplished as set forth in this SECTION 5.2 and in accordance with Section 414(l) transferred from the Pension Plan to the NextLevel Systems Pension Plan. The Pension Plan shall retain all other liabilities of the CodePension Plan. (b) The New Hourly and Salaried Plans will provide that Promptly after the Distribution Date, GS shall cause the actuary of the Pension Plan (ithe "Plan Actuary") Employees' accrued benefits under Parent's Hourly and Salaried Plans will be transferred to and credited under allocate the New Hourly and Salaried Plans, as applicable; and (ii) such Employees' periods assets of service credited under Parent's Hourly or Salaried Plans will be credited for purposes of determining benefit accrual, vesting and eligibility under the New Hourly or Salaried Plans, as applicable. The New Hourly and Salaried Plans shall at Closing provide, with respect to service with the Companies before Closing, benefits, rights and features that are identical in all respects to those provided by Parent's Hourly and Salaried Plans to the Employees Pension Plan as of June 30, 1997 between the Closing DatePension Plan and the NextLevel Systems Pension Plan. The Employees Such allocation shall participate reflect the division of liabilities set forth in the New Hourly and Salaried Plans, as applicable, as of the Closing Date. (cSection 3.01(a) The date on which the plan liabilities of Parent's Hourly and Salaried Plans are calculated shall be called the "TRANSFER DATE" and shall be effected as soon as practicable following the Closing Date. The plan liabilities in accordance with Section 4l4(l) of the Parent's Hourly Plan to be transferred to Code and the New Hourly Plan regulations thereunder, using for such purpose those actuarial assumptions prescribed by the Pension Benefit Guaranty Corporation for calculating unfunded benefit liabilities in connection with single employer plans terminating on June 30, 1997 (the "HOURLY PENSION LiabilitiesAssumptions") ). If the fair market value of the assets of the Pension Plan as of June 30, 1997 exceeds the present value of accrued benefit liabilities calculated on a plan termination basis using the Assumptions, such excess shall be allocated between the actuarial Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued plan benefits of Employees who are participants in benefit liabilities allocated to each such plan. The assets allocable to the Parent's Hourly NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 is hereinafter referred to as the Transfer "Distribution Date calculated Asset Value." (c) As promptly as practical after the determination of the Distribution Date Asset Value pursuant to Section 414(l3.01(b), GS shall cause the trustee of the Pension Plan to transfer to the trustee of the NextLevel Systems Pension Plan the Distribution Date Asset Value (i) increased by a proportionate share of the earnings (or decreased by a proportionate share of losses) of the Internal Revenue Code using Pension Plan from June 30, 1997 until the following actuarial assumptions: date of transfer (ithe "Interim Period") for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occurs, as set forth in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal decreased by benefit payments to the earliest age at which the entire benefit can commence on an unreduced basis, Active Employees and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as Former Employees of the Transfer Date and age as of NextLevel Group during the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, pursuant to SECTION 5.2(g) below, Parent shall cause assets of Parent's Hourly Plans equal to either (i) the Hourly Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Hourly Plan as of the Transfer Dates determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Hourly Plan Liabilities Interim Period (the "HOURLY PENSION ASSETSTransferred Amount"). The Transferred Amount shall be transferred in cash or other property as may be agreed between the trustees of the respective plans. (d) plus interest at During the rate Interim Period, the Pension Plan shall make all benefit payments that become due in respect of 6% per annum from the Transfer Date Active Employees and Former Employees of the NextLevel Group to the date extent such benefits were accrued under the Hourly Pension Assets are actually conveyedPlan through June 30, to 1997. (e) All calculations required under this Section 3.01 shall initially be conveyed in cash made by the Plan Actuary. The Plan Actuary shall provide to the New Hourly Planactuary for the NextLevel Pension Plan (the "NextLevel Actuary"), for review, all calculations made pursuant to this Section 3.01, together with all supporting documentation, work papers, census data and other information reasonably requested by the NextLevel Actuary. Until If the Hourly Pension Assets are transferred Plan Actuary and the NextLevel Actuary cannot agree on the determination of the Transferred Amount, a third actuary, mutually agreeable to GS and NextLevel Systems, shall be appointed, whose determination of the New Hourly PlanTransferred Amount shall be binding on all parties; provided, Parent or however, that the Operating Company, as applicable, will continue to process distributions required to amount determined by the third actuary may not be made to Employees under Parent's Hourly lower than the lowest amount nor higher than the highest amount determined by the Plan on Actuary and after the Closing Date in accordance with its terms and proceduresNextLevel Actuary.

Defined Benefit Plans. (a) Parent or The Sellers offer certain defined benefit plans to its employees (the Operating Company“Sellers’ Defined Benefit Plans”). Immediately prior to the Closing, as applicable, Sellers shall spin-off and transfer all pension obligations and liabilities cause each of the Newe▇▇ ▇▇▇bermaid Pension Plan Transferred Employees to become fully vested in all of their account balances under the Sellers’ Defined Benefit Plans. The Sellers shall freeze all credited service for Factory vesting and Distribution Hourly Paid Employees ("PARENT'S HOURLY PLAN") and the Newe▇▇ ▇▇▇bermaid Pension Plan for Salaried and Clerical Employees ("PARENT'S SALARIED Plan" and collectively with Parent's Hourly Plan the "PARENT'S HOURLY AND SALARIED PLANS") attributable to Employees (which, for benefit accrual purposes of this Section 5.2, shall include active, terminated and retired Employees) to new pension plans to be established for hourly and salaried Employees as of the Companies (individually Closing Date for all Transferred Employees participating in and covered by Sellers’ Defined Benefit Plans, other than the "NEW HOURLY PLAN" and the "NEW SALARIED PLAN" and collectively the "NEW HOURLY AND SALARIED PLANS"). Each such spin-off and transfer shall be accomplished as set forth in this SECTION 5.2 and in accordance with Section 414(l) of the CodeAssumed Canadian Plan. (b) The New Hourly As of the Closing Date, the Purchaser or one or more of its Affiliates shall establish or maintain one or more defined benefit plans to cover the Hourly/Union Employees and one or more benefit replacement plans to cover the salaried Non-Union Employees who are also Transferred Employees (the “Salaried Plans will provide that Employees”), as described below. (i) Employees' accrued The defined benefit plans established or maintained by the Purchaser or one or more of its Affiliates to cover the Hourly/Union Employees shall be referred to as the “Purchaser’s Hourly Defined Benefit Plans” and shall provide the Hourly/Union Employees with substantially similar features of Sellers’ Defined Benefit Plans in effect as of the Closing Date, including, but not limited to provisions regarding credited service for eligibility and vesting, compensation, computation of benefit levels, eligibility for a benefit and the form and timing of a benefit distribution, early retirement opportunities, disability retirement opportunities, and other existing subsidies. The Purchaser’s Hourly Defined Benefit Plans shall provide that credited service for eligibility and vesting, and entitlement to benefits under Parent's Hourly (but not for purposes of benefit accruals or other benefit factors, except and Salaried Plans will be transferred only to and credited the extent such benefit factors are expressly required pursuant to the terms of an applicable Collective Bargaining Agreement) under the New Sellers’ Defined Benefit Plans (including recognition of original hire date therewith) shall be recognized under Purchaser’s Hourly and Salaried Defined Benefit Plans, as applicable; and . (ii) such Employees' periods The benefit replacement plans established by the Purchaser or one or more of service credited its Affiliates to cover the Salaried Employees shall be referred to as the “Purchaser’s Salaried Employee Replacement Plans” and shall provide the Salaried Employees with a substantially similar economic benefit under Parent's Hourly or Salaried Plans will be credited for purposes of determining benefit accrual, vesting and eligibility a defined contribution plan platform as would have been provided to them under the New Hourly or Salaried Plans, as applicable. The New Hourly and Salaried Sellers’ Defined Benefit Plans shall at Closing provide, with respect to service with the Companies before Closing, benefits, rights and features that are identical in all respects to those provided by Parent's Hourly and Salaried Plans to the Employees effect as of the Closing Date. In determining eligibility, vesting and calculation of benefits contributions under the Purchaser’s Salaried Employee Replacement Plans, the defined contribution plan platform shall be designed to recognize credited service under the Sellers’ Defined Benefit Plans (including recognition of original hire date therewith). The Employees terms of the Salaried Employee Replacement Plans shall participate be substantially similar to the terms that were proposed by Purchaser to Sellers in the New written presentation delivered prior to the Closing Date. (c) Notwithstanding anything to the contrary herein, the Sellers agree to provide to the Purchaser descriptions of any material amendments, modifications, or reductions to the benefits under any of the Sellers’ Defined Benefit Plans which are made within one year of the Closing Date to the extent Sellers reasonably conclude that such amendments, modifications or reductions would have affected Transferred Employees if the Transferred Employees had remained in the employment of the Sellers. The Purchaser shall be entitled, but not obligated, to make conforming amendments or modifications with respect to, or conforming reductions with respect to benefits levels under, the corresponding Purchaser’s Hourly Defined Benefit Plans and Purchaser’s Salaried Employee Replacement Plans, as applicable. (d) In relation to the Assumed Canadian Plan, Smurfit Canada shall, in accordance with clause (p) of the definition of Purchased Assets, instruct the trustee appointed under the master trust agreement between Smurfit Canada and such trustee (the “Master Trust”), forthwith after the Closing Date, to redeem units of the Master Trust held by the trustee of the Assumed Canadian Plan for cash or marketable securities in such manner as agreed to by the Purchaser and Sellers, acting reasonably, subject to and in accordance with the terms of the Master Trust. Smurfit Canada shall instruct the trustee of the Master Trust to transfer the assets of the redeemed units to the pension fund of the Assumed Canadian Plan as designated by the Purchaser in such manner as agreed to by the Purchaser and Sellers. Smurfit Canada and the Purchaser shall do all other things necessary so as to effect the cessation of the Assumed Canadian Plan as a participating plan under the Master Trust effective as of the Closing Date. (ce) The date on which Notwithstanding any other provision of this Agreement, the plan liabilities Purchaser hereby agrees that, through the first anniversary of Parent's Hourly and Salaried Plans are calculated shall be called the "TRANSFER DATE" and shall be effected as soon as practicable following day before the Closing Date. The plan liabilities , Purchaser’s Salaried Employee Replacement Plans shall not be terminated or suspended, nor shall any amendment of the Parent's Hourly Plan Purchaser’s Salaried Employee Replacement Plans be made which contradicts this Section 14.07(e) or otherwise effectively reduces or eliminates the total value of benefits to be transferred provided under Purchaser’s Salaried Employee Replacement Plans for any Salaried Employees during such one (1) year period, except as may be required by the applicable government agency or by Law to ensure continued compliance with the Code or ERISA. Purchaser further agrees that, through the first anniversary of the day before the Closing Date, Purchaser’s Hourly Defined Benefit Plans, with respect to the New Hourly Plan (the "HOURLY PENSION Liabilities") shall be the actuarial present value of the accrued plan benefits of Hourly/Union Employees who are participants non-union employees, shall not be terminated or suspended, nor shall any amendment of the Purchaser’s Hourly Defined Benefit Plans be made which contradicts this Section 14.07(e) or otherwise effectively reduces or eliminates the total value of benefits to be provided under Purchaser’s Hourly Defined Benefit Plans for the Hourly/Union Employees who are non-union employees during such one (1) year period, except as may be required by the applicable government agency or by Law to ensure continued compliance with the Code or ERISA. Finally, the Purchaser agrees that the Purchaser’s Hourly Defined Benefit Plans, with respect to the Hourly Employees who are also Transferred Employees who are covered under the Purchaser’s Hourly Defined Benefit Plans, will be operated in accordance with the Parent's terms and conditions of the Collective Bargaining Agreements applicable to such Hourly Plan Employees as of the Transfer Date calculated pursuant to Section 414(l) of the Internal Revenue Code using the following actuarial assumptions: (i) for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occursClosing Date, as set forth further explained in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal to the earliest age at which the entire benefit can commence on an unreduced basis, and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as of the Transfer Date and age as of the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, pursuant to SECTION 5.2(g) below, Parent shall cause assets of Parent's Hourly Plans equal to either (i) the Hourly Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Hourly Plan as of the Transfer Dates determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Hourly Plan Liabilities (the "HOURLY PENSION ASSETS") plus interest at the rate of 6% per annum from the Transfer Date to the date the Hourly Pension Assets are actually conveyed, to be conveyed in cash to the New Hourly Plan. Until the Hourly Pension Assets are transferred to the New Hourly Plan, Parent or the Operating Company, as applicable, will continue to process distributions required to be made to Employees under Parent's Hourly Plan on and after the Closing Date in accordance with its terms and procedures14.03.”

Defined Benefit Plans. (a) Parent or The Sellers offer certain defined benefit plans to its employees (the Operating Company“Sellers’ Defined Benefit Plans”). Immediately prior to the Closing, as applicable, Sellers shall spin-off and transfer all pension obligations and liabilities cause each of the Newe▇▇ ▇▇▇bermaid Pension Plan for Factory and Distribution Hourly Paid Transferred Employees ("PARENT'S HOURLY PLAN") and to become fully vested in all of their account balances under the Newe▇▇ ▇▇▇bermaid Pension Plan for Salaried and Clerical Sellers’ Defined Benefit Plans. As of the Closing Date, the Purchaser or one or more of its Affiliates shall establish one or more defined benefit plans to cover the Transferred Employees ("PARENT'S SALARIED Plan" and collectively with Parent's Hourly Plan the "PARENT'S HOURLY AND SALARIED PLANS") attributable to Employees (which, for purposes of this Section 5.2, or shall include activesuch Transferred Employees in currently established defined benefit plans (collectively, terminated and retired Employees) to new pension plans to be established for hourly and salaried Employees of the Companies (individually the "NEW HOURLY PLAN" and the "NEW SALARIED PLAN" and collectively the "NEW HOURLY AND SALARIED PLANS"“Purchaser’s Defined Benefit Plans”). Each such spin-off and transfer shall be accomplished as set forth in this SECTION 5.2 and in accordance with Section 414(l) of the Code. (b) The New Hourly and Salaried Plans will provide that (i) Employees' accrued benefits under Parent's Hourly and Salaried Plans will be transferred to and credited under the New Hourly and Salaried Plans, as applicable; and (ii) such Employees' periods of service credited under Parent's Hourly or Salaried Plans will be credited for purposes of determining benefit accrual, vesting and eligibility under the New Hourly or Salaried Plans, as applicable. The New Hourly and Salaried Purchaser’s Defined Benefit Plans shall at Closing provide, provide the Transferred Employees with respect to service with the Companies before Closing, benefits, rights and substantially similar features that are identical of Sellers’ Defined Benefit Plans in all respects to those provided by Parent's Hourly and Salaried Plans to the Employees effect as of the Closing Date, including, but not limited to provisions regarding credited service for eligibility and vesting, compensation, computation of benefit levels, eligibility for a benefit and the form and timing of a benefit distribution, early retirement opportunities, disability retirement opportunities, and other existing subsidies. The Purchaser’s Defined Benefit Plans shall provide that credited service for eligibility and vesting, and entitlement to benefits (but not for purposes of benefit accruals or other benefit factors, except and only to the extent such benefit factors are expressly required pursuant to the terms of an applicable Collective Bargaining Agreement) under the Sellers’ Defined Benefit Plans (including recognition of original hire date therewith) shall be recognized under Purchaser’s Defined Benefit Plans. Notwithstanding anything to the contrary herein, the Sellers agree to provide to the Purchaser descriptions of any material amendments, modifications, or reductions to the benefits under any of the Sellers’ Defined Benefit Plans which are made within one year of the Closing Date to the extent Sellers reasonably conclude that such amendments, modifications or reductions would have affected Transferred Employees shall participate if the Transferred Employees had remained in the New Hourly employment of the Sellers, and Salaried the Purchaser shall be entitled, but not obligated, to make conforming amendments or modifications with respect to, or conforming reductions with respect to benefits levels under, the corresponding Purchaser’s Defined Benefit Plans. In relation to the Assumed Canadian Plan, Smurfit Canada shall, in accordance with clause (p) of the definition of Purchased Assets, instruct the trustee appointed under the master trust agreement between Smurfit Canada and such trustee (the “Master Trust”), forthwith after the Closing Date, to redeem units of the Master Trust held by the trustee of the Assumed Canadian Plan for cash or marketable securities in such manner as applicableagreed to by the Purchaser and Sellers, acting reasonably, subject to and in accordance with the terms of the Master Trust. Smurfit Canada shall instruct the trustee of the Master Trust to transfer the redeemed units to the pension fund of the Assumed Canadian Plan as designated by the Purchaser in such manner as agreed to by the Purchaser and Sellers. Smurfit Canada and the Purchaser shall do all other things necessary so as to effect the cessation of the Assumed Canadian Plan as a participating plan under the Master Trust effective as of the Closing Date. (b) The Sellers shall freeze all credited service for vesting and benefit accrual purposes as of the Closing Date for all Transferred Employees participating in and covered by Seller’s Defined Benefit Plans, other than the Assumed Canadian Plan. (c) The date on which Notwithstanding any other provision of this Agreement, the plan liabilities Purchaser hereby agrees that, through the first anniversary of Parent's Hourly and Salaried Plans are calculated shall be called the "TRANSFER DATE" and shall be effected as soon as practicable following day before the Closing Date. The plan liabilities , Purchaser’s Defined Benefit Plans shall not be terminated or suspended with respect to coverage thereunder of the Parent's Hourly Plan to be transferred to the New Hourly Plan (the "HOURLY PENSION Liabilities") shall be the actuarial present value of the accrued plan benefits of Non-Union Employees who are participants also Transferred Employees, nor shall any amendment of the Purchaser’s Defined Benefit Plans be made which contradicts this Section 14.07(c) or otherwise effectively reduces or eliminates the total value of benefits to be provided under Purchaser’s Defined Benefit Plans for any Non-Union Employees who are also Transferred Employees during such one (1) year period, except as may be required by the applicable government agency or by Law to ensure continued compliance with the Code or ERISA. Purchaser further agrees that Purchaser’s Defined Benefit Plans, with respect to coverage thereunder of Hourly Employees, will be in accordance with the Parent's terms and conditions of the Collective Bargaining Agreements applicable to such Hourly Plan Employees as of the Transfer Date calculated pursuant to Section 414(l) of the Internal Revenue Code using the following actuarial assumptions: (i) for determining the present value of benefit liabilities, an interest rate equal to the rate prescribed by the PBGC for terminating pension plans for the month in which the Transfer Date occursClosing Date, as set forth further explained in ERISA Section 4044 and PBGC Regulation Section 4044.52 and Appendix B to Part 4044; (ii) the mortality table, as set forth in Treasury Regulation Section 4044.53 and Appendix A to Part 4044 (Part 4022 as of March 17, 2000); (iii) the PBGC's expected retirement ages as set forth in PBGC Regulation Section 4044.55 and Appendix D to Part 4044, Table II-A, II-B or II-C, as applicable based on (A) an unreduced retirement age equal to the earliest age at which the entire benefit can commence on an unreduced basis, and (B) an earliest retirement age equal to the earliest age at which the entire benefit can be commenced; (iv) the loading assumptions set forth in PBGC Regulation Section 4044.52(e) and Appendix C to Part 4044; and (v) for purposes of determining eligibility for retirement subsidies such calculations shall be based upon service as of the Transfer Date and age as of the applicable expected retirement age as determined pursuant to clause (iii) above. As soon as practicable following the Transfer Date, pursuant to SECTION 5.2(g) below, Parent shall cause assets of Parent's Hourly Plans equal to either (i) the Hourly Pension Liabilities or (ii) the amount required by Code Section 414(l) if the funded status of Parent's Hourly Plan as of the Transfer Dates determined using the foregoing actuarial assumption would prohibit the transfer of assets equal to the Hourly Plan Liabilities (the "HOURLY PENSION ASSETS") plus interest at the rate of 6% per annum from the Transfer Date to the date the Hourly Pension Assets are actually conveyed, to be conveyed in cash to the New Hourly Plan. Until the Hourly Pension Assets are transferred to the New Hourly Plan, Parent or the Operating Company, as applicable, will continue to process distributions required to be made to Employees under Parent's Hourly Plan on and after the Closing Date in accordance with its terms and procedures14.03.