Common use of Defined Benefit Plans Clause in Contracts

Defined Benefit Plans. (a) Effective as of June 30, 1997, Next Level Communications (a member of the NextLevel Group) ceased to be a sponsor of the General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees (the "Pension Plan"), and GS and the members of the GS Group became the only sponsors of the Pension Plan. Effective as of July 1, 1997, NextLevel Systems established a defined benefit plan (the "NextLevel Systems Pension Plan") for the benefit of the Active Employees and Former Employees of the NextLevel Group who were, immediately prior to such effective date, participants in the 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 NextLevel Group shall be transferred from the Pension Plan to the NextLevel Systems Pension Plan. The Pension Plan shall retain all other liabilities of the Pension Plan. (b) Promptly after the NextLevel Systems Distribution Date, GS shall cause the actuary of the Pension Plan (the "Plan Actuary") to allocate the assets of the Pension Plan as of June 30, 1997 between the Pension Plan and the NextLevel Systems Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(a) and shall be effected in accordance with Section 414(l) of the Code and the 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 "Assumptions"). 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 Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued benefit liabilities allocated to each such plan. The assets allocable to the NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 is hereinafter referred to as the "Distribution Date Asset Value." (c) As promptly as practical after the determination of the Distribution Date Asset Value pursuant to Section 3.01(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 Pension Plan from June 30, 1997 until the date of transfer (the "Interim Period") and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). The Transferred Amount shall be transferred in cash or other property as may be agreed between the trustees of the respective plans. (d) During the Interim Period, the Pension Plan shall make all benefit payments that become due in respect of the Active Employees and Former Employees of the NextLevel Group to the extent such benefits were accrued under the Pension Plan through June 30, 1997. (e) All calculations required under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary 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. If the 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 Transferred Amount shall be binding on all parties; provided, however, that the amount determined by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the NextLevel Actuary.

Defined Benefit Plans. (a) Effective as of June 30the Closing Date, 1997, Next Level Communications (a member of the NextLevel Group) ceased to be a sponsor of the General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees Buyer shall establish defined benefit plans (the "Buyer Pension Plan"), and GS and the members of the GS Group became the only sponsors of the Pension Plan. Effective as of July 1, 1997, NextLevel Systems established a defined benefit plan (the "NextLevel Systems Pension PlanPlans") for the benefit of salaried and union Employees covered by the Active Lockheed ▇▇▇▇▇▇ Retirement Income Plan, the Lockheed ▇▇▇▇▇▇ Retirement Income Plan (II) (collectively, "Salaried Plans") and the Lockheed ▇▇▇▇▇▇ Pension Plan for Employees and Former in Participating Bargaining Units ("Union Plan"). For those Employees who are currently participating in the Lockheed ▇▇▇▇▇▇ Supplementary Pension Plan for Employees of Transferred GE Operations, Buyer will assume Seller's obligations to Employees under such plan and will provide an equivalent plan during the NextLevel Group who were, immediately prior term of their employment with Buyer and its affiliates. Buyer shall also provide an excess benefit plan to such effective date, participants eligible Employees (including coverage for benefits based on compensation in excess of the Pension Plan. Upon the transfer of assets contemplated limit in Section 3.01(c), all liabilities for benefits accrued under the Pension Plan through June 30, 1997 in respect 401(a)(17) of the Active Employees and Former Employees of the NextLevel Group shall be transferred Code) from the Pension Plan to the NextLevel Systems Pension Plan. The Pension Plan shall retain all other liabilities of the Pension PlanClosing Date until December 31, 1997. (b) Promptly after Buyer shall take all action necessary to qualify each such Buyer Pension Plan under the NextLevel Systems Distribution Date, GS shall cause the actuary applicable provisions of the Code and shall make any and all filings and submissions to the appropriate governmental agencies required to be made by Buyer as are appropriate. The Buyer Pension Plan Plans and any successor plans thereto shall contain appropriate provisions providing that (i)with respect to assets transferred to the "Plan Actuary") to allocate Buyer Pension Plans from the assets of the Pension Plan as of June 30, 1997 between the Pension Plan Salaried Plans and the NextLevel Systems Union Plan, such assets shall be held by trusts, forming a part of such Buyer Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(aPlan(s) and shall be effected held for the exclusive benefit of the participants in such Buyer Pension Plan(s) and, to the extent assets are transferred from Seller's Salaried and Union Plans, may not upon termination of the Buyer Pension Plan(s) revert to the employer or sponsor of such Buyer Pension Plan(s); (ii)in accordance with Section 411(d)(6) of the Code, the accrued benefits as of the Closing Date of the Employees under such Buyer Pension Plan(s) may not be decreased by amendment, or otherwise; (iii)each Employee shall be entitled to receive his or her benefit accrued through the Closing Date in any optional form provided under the respective Salaried Plans and Union Plan; (iv)each Employee retiring under Buyer Pension Plans will be entitled to receive pension benefits no less than what would have been received under the GE Pension Plan as in effect as of April5, 1993, taking into account the Employee's combined service with Buyer, Seller and GE; (v) until December 31, 1997, the Buyer Pension Plans shall provide for benefit formulas equivalent to those provided in the Salaried Plans and the Union Plan; and (vi) after December 31, 1997, each non-union Employee upon his or her retirement will be entitled to receive the sum of (A) his or her accrued benefit under the Buyer Pension Plans as of December 31, 1997, as determined using any increase in compensation (as such term shall be defined under the Buyer Pension Plans, as amended from time to time) after December 31, 1997, plus (B) any benefit accrued subsequent to December 31, 1997, but taking into account, for the purpose of vesting and eligibility for pension benefit subsidies, the Employee's combined service with Buyer, Seller and GE. Assets transferred shall be separately accounted for under the Buyer Pension Plans. (c) As soon as practicable, but in no event after the later of 20 days following the Closing Date or the date Seller has been provided evidence reasonably satisfactory to it that the Buyer Pension Plans are qualified under Section 401(a) of the Code and the trust holding such assets is tax exempt under Section 501(a) of the Code, Seller shall cause the Salaried Plans and the Union Plan to transfer assets to the respective Buyer Pension Plans equal to approximately 85% of the Accrued Liability (as such term is defined below) associated with the Employees participating in each such plan. That amount shall be in cash and shall be adjusted to reflect (i) interest from the Closing Date until the date of transfer based on the interest rate paid on a 90-Day Treasury ▇▇▇▇ on the auction date coincident with or immediately preceding the Closing Date; and (ii) any benefit payments made by Seller in respect of Employees on or after the Closing Date. The amount transferred, as so adjusted, shall be referred to as the "Initial Transfer Amount." (d) As soon as practicable following the transfer of the Initial Transfer Amount, Seller shall cause a second transfer to be made of the "True-up Amount." The "True-up Amount" shall be transferred in cash and shall be equal to the difference between the Accrued Liability and the Initial Transfer Amount, adjusted to reflect interest from the Closing Date until the date of transfer based on the interest rate paid on a 90-Day Treasury ▇▇▇▇ on the auction date coincident with or immediately preceding the Closing Date and any benefit payments made by Seller. For the purposes of this Subsection 5.12.3, the term "Accrued Liability" shall mean the lump sum present value of the accrued benefit of the Employee, determined on a termination basis using the interest factors specified by the Pension Benefit Guaranty Corporation for an immediate or deferred annuity, as appropriate for that Employee, and the other methods and factors specified in the regulations of the Pension Benefit Guaranty Corporation for the valuation of accrued benefits upon plan termination, including expected retirement ages and expense load assumptions published by the Pension Benefit Guaranty Corporation, and the 1983 Group Annuity Mortality Table. The interest factors used to determine Accrued Liability shall be those factors in effect on the Closing Date. Notwithstanding anything contained herein to the contrary, the transfers contemplated by this Subsection 5.12.3 shall be determined in accordance with Section 414(l) of the Code and the 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 "Assumptions"). 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 Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued benefit liabilities allocated to each such planTreasury Regulation 1.414(l)-1. The assets allocable amounts to the NextLevel Systems Pension Plan be transferred pursuant to this Section 3.01(bSubsection 5.12.3(d) as of June 30, 1997 is hereinafter referred to as the "Distribution Date Asset Value." (c) As promptly as practical after the determination of the Distribution Date Asset Value pursuant to Section 3.01(b), GS shall cause the trustee of the Pension Plan to transfer be reduced 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 lossesextent necessary to satisfy Section 414(l) of the Pension Plan from June 30Code, 1997 until the date of transfer (the "Interim Period") any regulations promulgated thereunder, ERISA Section 4044, and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). The Transferred Amount shall be transferred in cash or other property as may be agreed between the trustees of the respective plansany regulations promulgated thereunder. (d) During the Interim Period, the Pension Plan shall make all benefit payments that become due in respect of the Active Employees and Former Employees of the NextLevel Group to the extent such benefits were accrued under the Pension Plan through June 30, 1997. (e) All calculations required under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary 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. If the 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 Transferred Amount shall be binding on all parties; provided, however, that the amount determined by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the NextLevel Actuary.

Defined Benefit Plans. (a) Effective as of June 30, 1997the Distribution Date, Next Level Communications (a member of the NextLevel Group) ceased shall cease to be a sponsor of the General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees (the "Pension Plan"), and GS and the members of the GS Group became shall be the only sponsors of the Pension Plan. Effective as of July 1, 1997the Distribution Date, NextLevel Systems established shall establish a defined benefit plan (the "NextLevel Systems Pension Plan") for the benefit of the Active Employees and Former Employees of the NextLevel Group who were, immediately prior to such effective datethe Distribution Date, participants in the 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 the Distribution Date in respect of the Active Employees and Former Employees of the NextLevel Group shall be transferred from the Pension Plan to the NextLevel Systems Pension Plan. The Pension Plan shall retain all other liabilities of the Pension Plan. (b) Promptly after the NextLevel Systems Distribution Date, GS shall cause the actuary of the Pension Plan (the "Plan Actuary") to allocate the assets of the Pension Plan as of June 30, 1997 the Distribution Date between the Pension Plan and the NextLevel Systems Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(a) and shall be effected in accordance with Section 414(l4l4(l) of the Code and the 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 Distribution Date (the "Assumptions"). If the fair market value of the assets of the Pension Plan as of June 30, 1997on the Distribution Date, exceeds the present value of accrued benefit liabilities calculated on a plan termination basis using the Assumptions, such excess shall be allocated between the Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued benefit liabilities allocated to each such plan. The assets allocable to the NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 the Distribution Date is hereinafter referred to as the "Distribution Date Asset Value." (c) As promptly as practical after the determination of the Distribution Date Asset Value pursuant to Section 3.01(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 Pension Plan from June 30, 1997 the Distribution Date until the date of transfer (the "Interim Period") and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). The Transferred Amount shall be transferred in cash or other property as may be agreed between the trustees of the respective plansGS and NextLevel Systems. (d) During the Interim Period, the Pension Plan shall make all benefit payments that become due in respect of the Active Employees and Former Employees of the NextLevel Group to the extent such benefits were accrued under the Pension Plan through June 30, 1997the Distribution Date. (e) All calculations required under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary 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. If the 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 Transferred Amount shall be binding on all parties; provided, however, that the amount determined by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the NextLevel Actuary.

Defined Benefit Plans. (a) Effective as of June 30, 1997, and subject to the occurrence of the NextLevel Systems Distribution, Next Level Communications (a member of the NextLevel Group) ceased shall cease to be a sponsor of the General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees (the "Pension Plan"), and GS and the members of the GS Group became shall be the only sponsors of the Pension Plan. Effective as of July 1, 1997, and subject to the occurrence of the NextLevel Systems established Distribution, NextLevel Systems shall establish a defined benefit plan (the "NextLevel Systems Pension Plan") for the benefit of the Active Employees and Former Employees of the NextLevel Group who were, immediately prior to such effective date, participants in the 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 NextLevel Group shall be transferred from the Pension Plan to the NextLevel Systems Pension Plan. The Pension Plan shall retain all other liabilities of the Pension Plan. (b) Promptly after the NextLevel Systems Distribution Date, GS shall cause the actuary of the Pension Plan (the "Plan Actuary") to allocate the assets of the Pension Plan as of June 30, 1997 between the Pension Plan and the NextLevel Systems Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(a) and shall be effected in accordance with Section 414(l4l4(l) of the Code and the 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 "Assumptions"). If the fair market value of the assets of the Pension Plan as of June 30, 1997, 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 Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued benefit liabilities allocated to each such plan. The assets allocable to the NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 is hereinafter referred to as the "Distribution Date Asset Value." (c) As promptly as practical after the determination of the Distribution Date Asset Value pursuant to Section 3.01(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 Pension Plan from June 30, 1997 until the date of transfer (the "Interim Period") and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). The Transferred Amount shall be transferred in cash or other property as may be agreed between the trustees of the respective plans. (d) During the Interim Period, the Pension Plan shall make all benefit payments that become due in respect of the Active Employees and Former Employees of the NextLevel Group to the extent such benefits were accrued under the Pension Plan through June 30, 1997. (e) All calculations required under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary 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. If the 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 Transferred Amount shall be binding on all parties; provided, however, that the amount determined by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the NextLevel Actuary.

Defined Benefit Plans. (a) Effective The Sellers shall retain all liability and responsibility for the defined benefit pension plans maintained by the Sellers in which Transferred Employees participate as of June 30the Closing ("Sellers' Pension Plans"), 1997with respect to those AIS Employees (or their beneficiaries) who, Next Level Communications (a member as of the NextLevel Group) ceased to be a sponsor Closing Date, are participants in the Sellers' Pension Plans. The Buyer shall establish, effective as of the General Instrument Corporation Pension Plan for Salaried and Hourly Paid Non-Union Employees Closing Date, defined benefit pension plans (the "Buyer Pension PlanPlans"), and GS and ) identical in all respects to the members Retirement Plan for Hourly Employees of 101 the GS Group became the only sponsors of the Pension Plan. Effective as of July 1, 1997, NextLevel Systems established a defined benefit plan Greenville Division (the "NextLevel Systems Union Pension Plan") for the benefit of the Active and those Sellers' Pension Plans in which AIS Employees and Former Employees of the NextLevel Group who wereparticipate , immediately prior to such effective date, participants in the Pension Plan. Upon the transfer of assets contemplated in Section 3.01(c), all liabilities for except benefits accrued under the Buyer's Plans shall be offset by the benefits accrued under the respective Seller's Plans. The Buyer Pension Plan through June 30, 1997 covering AIS Employees who participated in respect of the Active Employees and Former Employees of the NextLevel Group shall be transferred from the Pension Plan to the NextLevel Systems Pension Plan. The Union Pension Plan shall retain all other liabilities be maintained in effect without change (except for changes agreed to by the Union representing the plan participants or as are otherwise permitted or required under the applicable collective bargaining agreement or applicable law) until August 21, 2004, or such later date to which the collective bargaining agreement may be extended. All of the other Buyer Pension Plan. (b) Promptly after the NextLevel Systems Distribution Date, GS shall cause the actuary of the Pension Plan Plans (the "Plan ActuaryBuyer Non-Union Plans") to allocate the assets of the Pension Plan as of June 30, 1997 between the Pension Plan and the NextLevel Systems Pension Plan. Such allocation shall reflect the division of liabilities set forth in Section 3.01(a) and shall be effected maintained in accordance with Section 414(l) of the Code and the regulations thereunder, using effect 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 "Assumptions"). 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 Pension Plan and the NextLevel Systems Pension Plan in proportion to the present value of the accrued benefit liabilities allocated to each such plan. The assets allocable to the NextLevel Systems Pension Plan pursuant to this Section 3.01(b) as of June 30, 1997 is hereinafter referred to as the "Distribution Date Asset Value." (c) As promptly as practical at least 15 months after the determination of the Distribution Closing Date Asset Value pursuant to Section 3.01(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 without substantive change (i) increased by a proportionate share of the earnings (or decreased by a proportionate share of losses) of the Pension Plan from June 30, 1997 until the date of transfer (the "Interim Period") and (ii) decreased by benefit payments to the Active Employees and Former Employees of the NextLevel Group during the Interim Period (the "Transferred Amount"). The Transferred Amount shall be transferred in cash or other property than as may be agreed between required by applicable law). Without limiting the trustees generality of this Section 9.4, at all times during the respective plans. (d) During period beginning on the Interim PeriodClosing Date and ending on the date 15 months after the Closing Date, the Pension Plan shall make all benefit payments that become due in respect of the Active Employees and Former Employees of the NextLevel Group total benefits payable to the extent such benefits were accrued any Transferred Employee participating under the Buyer Pension Plan through June 30Plans, 1997. (e) All calculations required when combined with the total benefits payable under this Section 3.01 shall initially be made by the Plan Actuary. The Plan Actuary shall provide to the actuary for the NextLevel Sellers' 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. If the Plan Actuary and the NextLevel Actuary cannot agree on the determination of the Transferred Amount, a third actuary, mutually agreeable to GS and NextLevel SystemsPlans, shall be appointed, whose determination no less than the total benefits which would have been payable to such Transferred Employee under the provisions of the Sellers' Pension Plans as in effect as of the Closing Date if such Transferred Amount shall Employee had continued to be binding on all parties; provided, however, that the amount determined employed by the third actuary may not be lower than the lowest amount nor higher than the highest amount determined by the Plan Actuary and the NextLevel ActuarySellers.