Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) (i) Effective as of the Closing, Buyer shall cover (or cause to be covered) each Non-Union Transferred Employee under a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. As soon as practicable following the Closing Date, Buyer (aor one of its Affiliates) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”) . Transferring Employees shall have their continuous service as defined in the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation Employee Savings Plan (the “Seller 401(k) Plan”) credited under the Buyer 401(k) Plan solely for purposes of eligibility to participate and vesting. As soon as reasonably practicable after such date as the Sellers have been provided (i) Effective as evidence that Buyer has established a trust to hold the assets of the Closingcorresponding Buyer 401(k) Plan, and (ii) that the Buyer shall cover (or cause to be covered401(k) each Non-Union Transferred Employee under a defined contribution plan intended to qualify Plan is qualified under Section 401(a) of the Code and its related that the trust holding the assets of the Buyer 401(k) Plan is exempt under Section 501(a) of the Code but no earlier than seventy-five (75) days after the Effective Date (the date of transfer, the “Buyer DC PlanTransfer Date”) on a basis at least comparable to ), the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to Sellers shall cause the Buyer DC accounts under the Seller 401(k) Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to of each Non-Union Transferred Employee participant who is a participant in Transferring Employee to be transferred to the Buyer DC Plan (401(k) Plan. Such transfer shall include a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day transfer of the applicable plan year of assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer DC Plan. For the plan year of the Buyer DC 401(k) Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in accordance with Section 414(q414(l) of the Code) for such plan year . Such transfer of assets shall be eligible in cash but shall include any promissory notes or other evidences of indebtedness with respect to outstanding plan loans to Transferring Employees who are participants in the Seller 401(k) Plan. On or prior to the Transfer Date, the Seller shall cause all unvested accrued benefits to become fully vested for the Profit Sharing Contribution Transferring Employees for such the period up to and including the Closing Date. No later than thirty (30) days following the Closing Date, the Sellers will prepare and deliver to Buyer a schedule setting forth (i) the names of the Transferring Employees who participate under the Seller 401(k) Plan, (ii) details of any outstanding plan yearloans from the Seller 401(k) Plan to the Transferring Employees, and (Biii) one or more the account balances of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Transferring Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC 401(k) Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. (a) (i) Effective The accounts under the Johnson Controls Savings Plan of al▇ ▇▇▇▇▇e Employees of the Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the Closing, Buyer Closing Date and shall cover be distributable according to the terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (or cause to be coveredb) each Non-Union Purchaser shall permit any Transferred Employee who has an account balance under the Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined contribution under Section 402(c)(4) of the Code) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan to a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on which contains a basis at least comparable to the basis on which similarly situated employees of Buyer cash or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify deferred feature under Section 401(a401(k) of the Code and its related trust ("Purchaser 401(k) Plan"). Purchaser 401(k) Plan shall not impose any waiting periods, service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Savings Plan into Purchaser 401(k) Plan. Seller and the Seller DC Savings Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits not place any Participant's plan loan into default or declare a default with respect to each any plan loan so long as such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of Participant transfers his or her account balances (including participant loans) balance under the Seller DC Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in a manner substantially similar to the Buyer DC Plan in the form of cash and participant loan notes. (ivSavings Plan. Purchaser shall amend Purchaser 401(k) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller DC and Purchaser shall cooperate with each other (and cause the trustees of the Savings Plan or arising out and Purchaser 401(k) Plan to cooperate with each other) with respect to the rollover of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under distributions to the Seller DC PlanParticipants.

Defined Contribution Plans. (a) (i) Effective As of the Closing Date, Seller shall cause the active participation by Transferred Employees in the Employees' Retirement Savings Plan of C. ▇. ▇▇▇▇, Inc. (the "Seller's Savings Plan") to cease. Seller shall (A) as of the ClosingClosing Date cause the trustees of the Seller's Savings Plan to identify, Buyer shall cover (or cause to be covered) each Non-Union Transferred Employee under a defined contribution plan intended to qualify in accordance with the applicable spinoff provisions set forth under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q414(l) of the Code) , the assets of the Seller's Savings Plan representing the full account balances of Transferred Employees for such plan year shall be eligible for all periods of participation through the Profit Sharing Contribution for such plan yearClosing Date (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (B) one or more of as soon as practicable after the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only Closing Date, make all required filings and submissions to appropriate governmental authorities and all required amendments to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Seller's Savings Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan related trust agreements necessary to provide for the Profit Sharing Contribution transfer of assets described in this Section 7.6(a). The Seller's Savings Plan shall be amended to provide that (A) there shall be no contributions thereto with respect to the Transferred Employees for periods after the Closing Date and (B) all Transferred Employee account balances shall be fully vested. Buyer shall (A) give Seller written notice of the name of the trustee of the defined contribution plan designated by Buyer to which the assets and liabilities for benefits of the Seller's Savings Plan are to be transferred (the "Buyer's Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Buyer, as promptly as possible after the Closing Date, but in any event prior to the date on which such transfer is to occur and (B) as soon as practicable after the Closing Date, make all required filings and submissions to appropriate governmental authorities. As soon as practicable after the Savings Transfer Date, Seller shall cause the trustees of the Seller's Savings Plan to transfer to the trustee of the Buyer's Savings Plan the following amount (the "Savings Total Transfer Amount"): (A) the full account balances (in cash and notes for any loans to Transferred Employees) of all Transferred Employees, whose account balances shall have been credited with appropriate earnings and contributions, if any, attributable to the period ending at the close of business on the Closing Date, plus (B) earnings on such account balances attributable to the period from the Closing Date to the Savings Transfer Date reduced by (C) any benefit or any other supplemental employer contribution withdrawal payments in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Savings Transfer Date. Seller shall retain certify that all liability for any participant loans transferred from Seller's Savings Plan are current as to payments of principal and all contributions required interest except as disclosed on a schedule delivered to be made to Buyer at the Seller DC Plan under the terms time of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing such transfer. The "Savings Transfer Date), a Non-Union Transferred Employee " shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of soon as practicable after the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall foregoing requirements have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.been met. In

Defined Contribution Plans. (a) (i) Effective as of the effective time of the Closing, Buyer the Purchaser shall cover (establish or cause to be covered) each Nonamend its tax-Union Transferred Employee under a qualified, defined contribution plan intended (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to qualify SECTION 10.1(e), for participation by Transferring Employees immediately following the Closing Date. The Purchaser's Defined Contribution Plan shall take into account for purposes of eligibility and vesting each Transferring Employee's service with the Seller. (b) All Transferring Employees as of the Closing Date, shall be fully vested in their account balances under the Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of their account balances in accordance with the terms of each such plan, (ii) maintain such amounts in the Seller's Defined Contribution Plans in accordance with their terms, or (iii) transfer their respective account balances (including any unpaid participant loans in such accounts) directly to the Purchaser's Defined Contribution Plan. In the event that, pursuant to clause SECTION 10.4(b)(iii), any Transferring Employee elects to transfer her or her account balances to the Purchaser's Defined Contribution Plan, then the Seller shall cause the trustee or trustees of the one or more the Seller's Defined Contribution Plans (the "SELLER'S DEFINED CONTRIBUTION PLANS TRUSTEE") to transfer to the trustees or other funding agent of the Purchaser's Defined Contribution Plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN TRUSTEE") the assets allocated to the accounts of such Person under the Seller's Defined Contribution Plans. Each such transfer shall comply with Section 401(a414(1) of the Code and its related trust (the “Buyer DC Plan”) on a basis at least comparable to requirements of ERISA and the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05regulations promulgated thereunder. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution Further, no transfer shall be made only for unless and until the plan year of the Buyer DC Plan in which the Closing Date occurs Seller and the next following plan year of Purchaser each provide each other with a current favorable determination letter from the Buyer DC Plan and shall be allocated IRS as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Planits respective plan. (iic) Effective as Upon completion of the Closing, each Non-Union Transferred Employee shall cease to be an active participant transfer of assets described in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008SECTION 10.4(b), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Purchaser's Defined Contribution Plan shall retain all assets and assume the benefit liabilities under the Seller DC Plan, including responsibility for all benefits Seller's Defined Contribution Plans with respect to each Transferring Employees, and neither the Seller nor the Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such Non-Union Transferred Employee in respect liabilities, which shall be considered for all purposes as having been satisfied as a result of such transfer. (d) The Seller shall reflect on the Balance Sheet any accrued contributions, including the company match, employee contributions and profit sharing contributions, if applicable, attributable to the employment period prior to the Closing under Date from the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable LawSeller's Defined Contribution Plans. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. (a) (i) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, as of the ClosingConversion Date, Buyer shall cover (have established or cause to be covered) each Non-Union Transferred Employee under designated a defined contribution plan intended for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under Section 401(a) the applicable provisions of the Code Code, and its related trust (the “Buyer DC Plan”) on a basis at least comparable to make any and all filings and submissions to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) appropriate Governmental Entities required to be allocated to each Non-Union Transferred Employee who is made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only defined contribution plan for the plan year benefit of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Employees who become employed by Buyer DC Plan and shall be allocated as of the last day of Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) provisions of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to make any and all filings and submissions to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable appropriate Governmental Entities required to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined be made by Buyer. Nothing contained it in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution connection with such establishment or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plandesignation. (ii) Effective as of Except (with respect solely to Toledo Wage Employees) to the Closingextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, each Non-Union Transferred Employee Buyer shall cease to be an active participant in cause the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a appropriate defined contribution plan intended to qualify under described in Section 401(a6.3(g)(i) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the "Buyer DC Plan") to accept, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or at any time thereafter reasonably requested indirect rollovers by Closing Date Employees employed by Buyer (but not later than the 60th day following as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date), of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Non-Union Transferred Business Employee shall be eligible to effect with an outstanding loan from a “Seller defined contribution plan elects a direct rollover” rollover (as described in within the meaning of Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under eligible rollover distribution to the Seller Buyer DC Plan, the portion of the Business -57- <Page> Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Buyer DC Plan in Toledo Wage Employees it employs after the form of cash and participant loan notes. (iv) Conversion Date, Buyer shall have no obligation or liability enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the Seller DC Plan use of regular payroll deductions that would be transferred to the appropriate Seller. Buyer and each Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation each bear their own expenses in the Seller DC Plan, including claims for benefits under the Seller DC Planconnection with such rollovers.

Defined Contribution Plans. (a) (i) Effective as of The Buyer agrees to have in effect on the Closing, Buyer shall cover (or cause to be covered) each Non-Union Transferred Employee under Closing Date a defined contribution plan intended to qualify under Section or plans with a salary reduction arrangement that covers U.S. Transferred Employees, the terms of which meet the requirements of Sections 401(a) and 401(k) of the Code and its related trust (such plan or plans, the “Buyer Savings Plan”). Each U.S. Transferred Employee who is eligible to contribute to the Seller's contribution plan (the “Buyer DC Seller Savings Plan”) on a basis at least comparable the Closing Date shall be eligible to contribute to the basis Buyer Savings Plan commencing on which similarly situated employees the day after the Closing Date. Such Transferred Employees shall be permitted to roll over their account balances (including loan balances) from the Seller Savings Plan accrued through the Closing Date into their new accounts under the Buyer Savings Plan promptly after the Closing Date, but in no event later than ninety (90) days after the Closing Date or in contravention of Buyer ERISA or the Code. Seller shall, and shall cause its Affiliates participate in the Buyer DC Plan and on terms and conditions to, take all such actions necessary such that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union U.S. Transferred Employee who is a participant participates in the Buyer DC Seller Savings Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for shall, to the plan year of fullest extent permitted by the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Seller Savings Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period his or her account balance thereunder effective immediately prior to the Closing under Date and, if such vesting is not permitted by any Seller Savings Plans with respect to any U.S. Transferred Employee, Seller shall directly pay, in cash, at the Seller DC Plan (except Closing Date an amount to such employee equal to the extent of any “direct rollover” value such employee would have received pursuant to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms acceleration of the Seller DC Plan or Applicable Lawvesting referred to in this sentence had such vesting been permitted. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. (a) (i) Effective The accounts under the ▇▇▇▇▇▇▇ Controls Savings Plan of all Active Employees of the Business who participate in such Savings Plan on the Closing Date shall be fully vested as of the Closing, Buyer Closing Date and shall cover be distributable according to the terms of such plan. Seller acknowledges that on and after the Closing Date the account balances of such Active Employees shall be distributable from such Savings Plan in accordance with Section 401(k)(10) of the Code. (or cause to be coveredb) each Non-Union Purchaser shall permit any Transferred Employee who has an account balance under the Savings Plan (a "Participant") to rollover (whether by direct or indirect rollover, as selected by such Participant) his or her "eligible rollover distribution" (as defined contribution under Section 402(c)(4) of the Code) in the form of cash, a promissory note (as described below) or any combination thereof from the Savings Plan to a retirement plan maintained by Purchaser intended to qualify under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on which contains a basis at least comparable to the basis on which similarly situated employees of Buyer cash or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a defined contribution plan intended to qualify deferred feature under Section 401(a401(k) of the Code and its related trust ("Purchaser 401(k) Plan"). Purchaser 401(k) Plan shall not impose any waiting periods, service requirements or other limitations that would prohibit any Participant from rolling over an eligible rollover distribution from the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Savings Plan into Purchaser 401(k) Plan. Seller and the Seller DC Savings Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits not place any Participant's plan loan into default or declare a default with respect to each any plan loan so long as such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of Participant transfers his or her account balances (including participant loans) balance under the Seller DC Savings Plan, together with the promissory note evidencing the plan loan, together with the applicable loan documentation, to Purchaser 401(k) Plan through a direct rollover. Such loan shall be assumed and continued by Purchaser 401(k) plan in a manner substantially similar to the Buyer DC Plan in the form of cash and participant loan notes. (ivSavings Plan. Purchaser shall amend Purchaser 401(k) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating amend the Savings Plan to the extent necessary in order to effectuate the transactions contemplated under this Section 12.6. Seller DC and Purchaser shall cooperate with each other (and cause the trustees of the Savings Plan or arising out and Purchaser 401(k) Plan to cooperate with each other) with respect to the rollover of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under distributions to the Seller DC PlanParticipants.

Defined Contribution Plans. (a) (i) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, as of the ClosingConversion Date, Buyer shall cover (have established or cause to be covered) each Non-Union Transferred Employee under designated a defined contribution plan intended for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under Section 401(a) the applicable provisions of the Code Code, and its related trust (the “Buyer DC Plan”) on a basis at least comparable to make any and all filings and submissions to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) appropriate Governmental Entities required to be allocated to each Non-Union Transferred Employee who is made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only defined contribution plan for the plan year benefit of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Employees who become employed by Buyer DC Plan and shall be allocated as of the last day of Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) provisions of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to make any and all filings and submissions to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable appropriate Governmental Entities required to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined be made by Buyer. Nothing contained it in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution connection with such establishment or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plandesignation. (ii) Effective as of Except (with respect solely to Toledo Wage Employees) to the Closingextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, each Non-Union Transferred Employee Buyer shall cease to be an active participant in cause the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a appropriate defined contribution plan intended to qualify under described in Section 401(a6.3(g)(i) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the "Buyer DC Plan") to accept, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or at any time thereafter reasonably requested indirect rollovers by Closing Date Employees employed by Buyer (but not later than the 60th day following as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date), of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Non-Union Transferred Business Employee shall be eligible to effect with an outstanding loan from a “Seller defined contribution plan elects a direct rollover” rollover (as described in within the meaning of Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under eligible rollover distribution to the Seller Buyer DC Plan, the portion of the Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Buyer DC Plan in Toledo Wage Employees it employs after the form of cash and participant loan notes. (iv) Conversion Date, Buyer shall have no obligation or liability enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the Seller DC Plan use of regular payroll deductions that would be transferred to the appropriate Seller. Buyer and each Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation each bear their own expenses in the Seller DC Plan, including claims for benefits under the Seller DC Planconnection with such rollovers.

Defined Contribution Plans. (a) (i) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, as of the ClosingConversion Date, Buyer shall cover (have established or cause to be covered) each Non-Union Transferred Employee under designated a defined contribution plan intended for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under Section 401(a) the applicable provisions of the Code Code, and its related trust (the “Buyer DC Plan”) on a basis at least comparable to make any and all filings and submissions to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) appropriate Governmental Entities required to be allocated to each Non-Union Transferred Employee who is made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only defined contribution plan for the plan year benefit of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Employees who become employed by Buyer DC Plan and shall be allocated as of the last day of Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) provisions of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to make any and all filings and submissions to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable appropriate Governmental Entities required to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined be made by Buyer. Nothing contained it in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution connection with such establishment or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plandesignation. (ii) Effective as of Except (with respect solely to Toledo Wage Employees) to the Closingextent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, each Non-Union Transferred Employee Buyer shall cease to be an active participant in cause the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a appropriate defined contribution plan intended to qualify under described in Section 401(a6.3(g)(i) of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period prior to the Closing under the Seller DC Plan (except to the extent of any “direct rollover” to the "Buyer DC Plan") to accept, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing Date (for Closing Date Employees) and as of the Conversion Date (for Toledo Employees), all direct or at any time thereafter reasonably requested indirect rollovers by Closing Date Employees employed by Buyer (but not later than the 60th day following as of the Closing Date and all direct or indirect rollovers by Toledo Employees employed by Buyer as of the Conversion Date), of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Non-Union Transferred Business Employee shall be eligible to effect with an outstanding loan from a “Seller defined contribution plan elects a direct rollover” rollover (as described in within the meaning of Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under eligible rollover distribution to the Seller Buyer DC Plan, the portion of the Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the event that Buyer does not offer the Buyer DC Plan to the Buyer DC Plan in Toledo Wage Employees it employs after the form of cash and participant loan notes. (iv) Conversion Date, Buyer shall have no obligation or liability enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the Seller DC Plan use of regular payroll deductions that would be transferred to the appropriate Seller. Buyer and each Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation each bear their own expenses in the Seller DC Plan, including claims for benefits under the Seller DC Planconnection with such rollovers.

Defined Contribution Plans. (a) (i) Effective as of Immediately prior to the ClosingClosing Date, Buyer the Seller shall cover (take, or cause to be covered) each Non-Union Transferred Employee taken, all such actions as may be necessary for the Company to cease to participate under a the Seller’s defined contribution plan intended plans covering the Mt. Holly Em▇▇▇▇▇es, the Mt. Holly Ne▇ ▇▇▇es and the Former Mt. Holly Em▇▇▇▇▇es identified on Schedule 7.12 (“Seller DC Plans”). The Buyer will establish or designate one or more defined contribution plans in which all Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be eligible to qualify participate as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees) (“Buyer DC Plans”). Prior to the Closing Date, the Buyer shall have provided a favorable determination letter from the IRS that Buyer DC Plans meet the requirements for favorable tax qualification under Section 401(a) of the Code and its related trust (meets the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of requirements for tax exemption under Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q501(a) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of Each Mt. Holly Em▇▇▇▇▇e, Mt. Holly Ne▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 ▇▇▇e and 2008), an Employee Plan that is Former Mt. Holly Em▇▇▇▇▇e will be permitted to receive a defined contribution plan intended to qualify under Section 401(a) distribution of the Code and its related trust (the “Seller DC Plan”); provided that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under his or her full account balance from the Seller DC PlanPlans. Seller All Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es will be permitted to have such distribution “rolled over” in cash to an accepting eligible retirement plan in accordance with the Seller DC Plan shall retain all assets and liabilities under Plans as soon as practicable after the Closing Date (or the date of hire with Buyer for LOA Employees). The Seller will cause the Seller DC Plan, including responsibility for Plans to permit all benefits Mt. Holly Em▇▇▇▇▇es and Mt. Holly Ne▇ ▇▇▇es with respect any outstanding loans under Seller DC Plans to each continue to accept manual repayments of such Non-Union Transferred Employee in respect of the period prior to outstanding loans after the Closing under Date, in accordance with the Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the applicable terms of the Seller DC Plan or Applicable Law. (iii) Effective Plans as of in effect at such times that such repayments are to be made. The Buyer shall cause the Closing or at any time thereafter reasonably requested by applicable Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible DC Plans to effect a “accept qualified direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under and indirect rollovers from the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notesPlans. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. (a) (i) Effective as of Immediately prior to the ClosingClosing Date, Buyer Seller shall cover (take, or cause to be covered) each Non-Union Transferred Employee under a defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which similarly situated employees of Buyer or its Affiliates participate in the Buyer DC Plan and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees taken, all such actions as may be necessary to cause the Buyer DC Plan Company to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution shall be made only for the plan year of the Buyer DC Plan in which the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participant’s compensation (as defined under the Buyer DC Plan) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: (A) all of the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan year, and (B) one or more of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for the Profit Sharing Contribution for such plan year only to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of the Closing, each Non-Union Transferred Employee shall cease to be an active participant in the Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 and 2008), an Employee Plan that is a participating employer under Seller’s defined contribution plan intended to qualify under Section 401(a) of the Code and its related trust plans (the “Seller DC PlanPlans”) covering the Continuing Employees. Effective as of January 1, 2007, Purchaser or its Affiliates shall have in effect one or more defined contribution plans (the “Purchaser DC Plans”); provided that , which shall be intended to be qualified under Section 401(a) and other applicable provisions of the Code. Each Continuing Employee (other than each Continuing Employee who, as of the ClosingClosing Date, is eligible for retirement from Seller and, as such, will be considered “retired” for purposes of the Seller DC Plans (the “Retiree Eligible Employees”)) participating in any Seller DC Plans immediately prior to the Closing Date shall become a participant in a Purchaser DC Plan as of January 1, 2007. At such time that is reasonably requested by Purchaser, Seller shall take all actions necessary cause the trustees of the Seller DC Plans to cause all Non-Union Transferred transfer, but no later than December 31, 2006, in accordance with Section 414(l) of the Code, the full account balances of the Continuing Employees to be fully vested in their accrued benefits (excluding any account balances of the Retiree Eligible Employees) under the Seller DC PlanPlans to the appropriate trustees as designated by Purchaser under the trust agreements forming parts of the Purchaser DC Plans. Seller Such transfer shall include and the Seller DC Plan shall retain all assets and liabilities give effect to outstanding loan balances under the Seller DC PlanPlans as of the Closing Date. Seller shall make all necessary amendments to the Seller DC Plans and their related trust agreements to provide for the transfer of assets described in this Section 8.05(d), including responsibility for and Seller and Purchaser shall cooperate to make all benefits filings with applicable government authorities required with respect to each such Nontransfer, including without limitation any IRS Form 5310-Union Transferred Employee A filings and to effect the transfer contemplated by this Section 8.05(d). Except as expressly provided in respect this Section 8.05(d), all liabilities, obligations and commitments associated with the Seller DC Plans that arise out of or relate to the period prior to the Closing under the shall remain liabilities of Seller DC Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), on and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of after the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee Date and shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) considered Excluded Liabilities for all purposes of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notesthis Agreement. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.

Defined Contribution Plans. (a) (i) Effective Following the Closing Date, the Kaman Employees and the Subsidiary Employees shall be eligible to immediately participate in Buyer's 401(k) plan ("Buyer's 401(k) Plan"), as of in effect from time to time, on substantially the Closing, Buyer shall cover (or cause to be covered) each Non-Union Transferred Employee under a defined contribution plan intended to qualify under Section 401(a) of the Code same terms and its related trust (the “Buyer DC Plan”) on a basis at least comparable to the basis on which conditions as similarly situated employees of Buyer or its Affiliates participate Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Buyer DC Plan Kaman Corporation Thrift and on terms and conditions that reflect the service credit provisions of Section 9.05. Buyer agrees to cause the Buyer DC Plan to provide for a supplemental employer profit sharing contribution (the “Profit Sharing Contribution”) to be allocated to each Non-Union Transferred Employee who is a participant in the Buyer DC Retirement Plan (a “Non-Union Transferred Participant”). The Profit Sharing Contribution "Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be made only for the plan year eligible to make direct rollover of the Buyer DC any loan that is outstanding under Seller’s Thrift Plan in which as of the Closing Date occurs and the next following plan year of the Buyer DC Plan and shall be allocated as of the last day of the applicable plan year of the Buyer DC Plan. For the plan year of the Buyer DC Plan in which the Closing Date occurs, the Profit Sharing Contribution shall equal 2.7% of each eligible Non-Union Transferred Participantto Buyer’s compensation (as defined under the Buyer DC Plan401(k) for such plan year and, for the next following plan year of the Buyer DC Plan, the Profit Sharing Contribution shall equal the Adjusted Profit Sharing Contribution Percentage of provided that, in each eligible Non-Union Transferred Participant’s compensation for such plan year. For each such plan year of the Buyer DC Plan: case, (A) all of such employee has submitted a completed and signed rollover form to the Non-Union Transferred Participants who are not highly compensated employees (as defined in Section 414(q) of Buyer’s Benefits Department no later than 30 days following the Code) for such plan year shall be eligible for the Profit Sharing Contribution for such plan yearClosing Date, and (B) one at the same time as such employee rolls over his or more her outstanding loan(s), such employee also rolls over his or her entire account balance under Seller’s Thrift Plan to Buyer’s 401(k) Plan, and (iv) Buyer's 401(k) Plan shall recognize for all purposes all service of the Non-Union Transferred Participants who are highly compensated employees for such plan year shall be eligible for Kaman Employees and the Profit Sharing Contribution for such plan year only Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to the extent the Profit Sharing Contribution, if made, shall satisfy the tax qualification requirements applicable to the Buyer DC Plan (including, without limitation, the requirements of Sections 401(a)(4) and 410(b) of the Code), as reasonably determined by Buyer. Nothing contained in this Agreement shall obligate Buyer to cause the Buyer DC Plan to provide for the Profit Sharing Contribution or any other supplemental employer contribution in respect of any Non-Union Transferred Participant’s compensation for any other plan year of the Buyer DC Plan. (ii) Effective as of At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each Non-Union Transferred Employee applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to be an active participant in such plan shall cease at the Closing Date for all Kaman Employees and Subsidiary Employees; provided, however, that as soon as practicable following the Closing Date, the Company shall make a final matching contribution to Seller’s Thrift Plan for Employees of ▇▇▇▇▇▇ Oil Corporation (As Restated Generally Effective January 1, 2002 Including Amendments Made Between 2002 each participating Kaman Employee and 2008), an Subsidiary Employee Plan that is a defined contribution plan intended to qualify under Section 401(a) for the portion of the Code and its related trust (the “Seller DC Plan”); provided payroll period that as of the Closing, Seller shall take all actions necessary to cause all Non-Union Transferred Employees to be fully vested in their accrued benefits under the Seller DC Plan. Seller and the Seller DC Plan shall retain all assets and liabilities under the Seller DC Plan, including responsibility for all benefits with respect to each such Non-Union Transferred Employee in respect of the period occurs prior to the Closing under the Date. In addition, each of Seller DC and Buyer agrees to take any actions reasonably necessary (including any necessary plan amendment) to effect direct rollover to Buyer’s 401(k) Plan (except to the extent of any “direct rollover” to the Buyer DC Plan, as provided below), and Seller shall retain all liability for any and all contributions required to be made to the Seller DC Plan loans outstanding under the terms of the Seller DC Plan or Applicable Law. (iii) Effective as of the Closing or at any time thereafter reasonably requested by Buyer (but not later than the 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of an “eligible rollover distribution” (as described in Section 402(f)(2)(A) of the Code) of his or her account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes. (iv) Buyer shall have no obligation or liability under the Seller DC Plan and Seller shall defend, indemnify and hold harmless Buyer and its Affiliates against any and all claims, loss, liability or expense under or relating to the Seller DC Plan or arising out of any Transferred EmployeeSeller’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Thrift Plan.