Common use of Defined Contribution Pension Plans Clause in Contracts

Defined Contribution Pension Plans. (i) Neither Buyer nor its subsidiaries or affiliates shall become sponsoring employers under the Seller's Retirement Plus Savings Plan or Seller's Retirement Plus Savings Plan for Wage Employees (collectively, "SELLER'S INVESTMENT PLANS"). As of the Closing, Seller shall have caused all Former PM Employees to become fully vested in their accrued benefits under the Seller's Investment Plans. As soon as practicable after the Closing Date, Buyer shall establish and maintain or cause to be established and maintained, a defined contribution plan (the "BUYER'S INVESTMENT PLAN") to provide benefits to the Former PM Employees who, on the Closing Date, are participants ("INVESTMENT PLAN PARTICIPANTS") in the Seller's Investment Plans. The Buyer's Investment Plan shall provide the Investment Plan Participants credit for service with Seller and its affiliates and their respective predecessors prior to the Closing Date for all purposes of such plan. (ii) As soon as practicable after the Closing Date, Seller shall cause the trustee of the Seller's Investment Plans to transfer to the trust forming a part of the Buyer's Investment Plan in kind assets and/or cash as agreed to by Seller and Buyer (or with respect to participant loans granted prior to the Closing Date, if any, such loans and any promissory notes or other documents evidencing such loans), in an amount equal to the account balances of Investment Plan Participants as of the date immediately preceding the date (the "TRANSFER DATE") of transfer (the "ACCOUNT BALANCES"); provided, however, that Seller may cause the transfer of shares of its common stock which are held under Seller's Investment Plans by Investment Plan Participants as of the Transfer Date. Notwithstanding the foregoing, the Account Balances shall not be transferred until such time as Buyer receives a representation from Seller that, as of the Transfer Date, Seller's Investment Plans have been determined to be "qualified" within the meaning of Section 401(a) of the Code by the Internal Revenue Service, and are so qualified, and each related trust is exempt from taxation under Section 501 (a) of the Code. (iii) On or before the Closing Date, Seller shall cause all Investment Plan Participants to be fully vested in their Account Balances. (iv) Prior to the Transfer Date, the Seller shall cause employer matching contributions for Former PM Employees to be made under the Seller Investment Plan for the period up to and including the Closing Date; and in no event shall such amounts be recorded as a liability on the Closing Balance Sheet for purposes of Section 1.9(c) and its Associated Working Capital Adjustment.

Defined Contribution Pension Plans. (i) Neither Buyer nor its subsidiaries or affiliates shall become sponsoring employers under the Seller's Retirement Plus Savings Plan or Seller's Retirement Plus Savings Plan for Wage Employees (collectively, "SELLER'S INVESTMENT PLANSSeller's Investment Plans"). As of the Closing, Seller shall have caused all Former PM Employees to become fully vested in their accrued benefits under the Seller's Investment Plans. As soon as practicable after the Closing Date, Buyer shall establish and maintain or cause to be established and maintained, a defined contribution plan (the "BUYER'S INVESTMENT PLANBuyer's Investment Plan") to provide benefits to the Former PM Employees who, on the Closing Date, are participants ("INVESTMENT PLAN PARTICIPANTSInvestment Plan Participants") in the Seller's Investment Plans. The Buyer's Investment Plan shall provide the Investment Plan Participants credit for service with Seller and its affiliates and their respective predecessors prior to the Closing Date for all purposes of such plan. (ii) As soon as practicable after the Closing Date, Seller shall cause the trustee of the Seller's Investment Plans to transfer to the trust forming a part of the Buyer's Investment Plan in kind assets and/or cash as agreed to by Seller and Buyer (or with respect to participant loans granted prior to the Closing Date, if any, such loans and any promissory notes or other documents evidencing such loans), in an amount equal to the account balances of Investment Plan Participants as of the date immediately preceding the date (the "TRANSFER DATETransfer Date") of transfer (the "ACCOUNT BALANCESAccount Balances"); provided, however, that Seller may cause the transfer of shares of its common stock which are held under Seller's Investment Plans by Investment Plan Participants as of the Transfer Date. Notwithstanding the foregoing, the Account Balances shall not be transferred until such time as Buyer receives a representation from Seller that, as of the Transfer Date, Seller's Investment Plans have been determined to be "qualified" within the meaning of Section 401(a) of the Code by the Internal Revenue Service, and are so qualified, and each related trust is exempt from taxation under Section 501 (a) of the Code. (iii) On or before the Closing Date, Seller shall cause all Investment Plan Participants to be fully vested in their Account Balances. (iv) Prior to the Transfer Date, the Seller shall cause employer matching contributions for Former PM Employees to be made under the Seller Investment Plan for the period up to and including the Closing Date; and in no event shall such amounts be recorded as a liability on the Closing Balance Sheet for purposes of Section 1.9(c) and its Associated Working Capital Adjustment.