Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. As soon as practicable following the Closing Date, Buyer (or 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 Xxxxx Xxxxxxxx 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. As soon Without limiting the generality of Section 12.01(b), effective as practicable following of the applicable Closing Date, Buyer (Purchaser shall, or one of shall cause its Affiliates) shall take all action necessary or appropriate to establish one or more Affiliates to, have in effect a defined contribution plans intended to be tax-plan that includes a qualified under cash or deferred arrangement within the meaning of Section 401(a401(k) of the Code for the benefit of the Transferring Employees (collectively, the “Buyer Purchaser 401(k) Plan”). Transferring ) providing benefits as of the applicable Transfer Time to the Transferred Employees shall have their continuous service as participating in any tax-qualified defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan contribution plan sponsored by Seller or any of its Affiliates (collectively, the “Seller 401(k) Plan”) credited under immediately prior to the Buyer 401(k) Plan solely for purposes of eligibility to participate and vestingapplicable Transfer Time. As soon as reasonably practicable after such date as the Sellers have been provided following (i) evidence that Buyer has established a trust the presentation to hold the assets Seller of the corresponding Buyer 401(k(A) Plan, and (ii) an Internal Revenue Service letter of determination that the Buyer Purchaser 401(k) Plan is qualified meets the requirements for qualification under Section 401(a) of the Code and (B) a certificate, in form and substance reasonably satisfactory to Seller, certifying that (1) the trust holding aforementioned letter of determination has not been revoked and (2) to the assets knowledge of Purchaser, no event has occurred or is reasonably expected to occur that would cause the Buyer Purchaser 401(k) Plan is exempt under to cease to satisfy the requirements of Section 401(a) of the Code or cause the trust forming a part thereof to cease to satisfy the requirements of Section 501(a) of the Code but no earlier than seventy-five Code, (75ii) days after the Effective Date (the date completion of transfer, the “Transfer Date”), the Sellers shall cause the accounts under all blackout periods for the Seller 401(k) Plan and (iii) the presentation to Seller of each participant who is a Transferring Employee to be transferred to instructions for the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to of the Seller 401(k) Plan to the trust pursuant trustee of the Purchaser 401(k) Plan, Seller shall cause to be transferred to the Buyer Purchaser 401(k) Plan the assets and liabilities from the Seller 401(k) Plan for the Transferred Employees (excluding those employees who retired effective on or prior to the date of transfer, except as otherwise elected by said retiree) in accordance with applicable requirements of the Code. Purchaser shall administer the accounts of Transferred Employees in the Purchaser 401(k) Plan in accordance with Section 414(l) all applicable requirements of the Code. Such transfer of assets shall be consist of cash, cash equivalents or participant loan receivables equal to all the accrued benefit liabilities in cash but the Seller 401(k) Plan for the Transferred Employees and their respective beneficiaries, including accrued benefit liabilities arising under any applicable qualified domestic relations order. Purchaser shall include any promissory notes or other evidences direct the trustee of indebtedness with respect the Purchaser 401(k) Plan to outstanding plan loans to Transferring Employees who are participants in accept such transfer of assets and liabilities from the Seller 401(k) Plan. On or prior to the Transfer DateUpon such transfer of assets, the Seller shall cause all unvested accrued benefits to become fully vested for the Transferring Employees for 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 loans from the Seller Purchaser 401(k) Plan to shall assume the Transferring Employees, and (iii) the account balances of such Transferring Employees accrued benefit liabilities under the Seller 401(k) Plan solely with respect to the amount of the transferred accrued benefits with respect to the Transferred Employees and Seller shall not have any further accrued benefit liability under the Seller 401(k) Plan with respect to the amount of accrued benefits transferred to the Purchaser 401(k) Plan for said Transferred Employees and their respective beneficiaries; provided, however, that Purchaser shall not assume, and Seller shall retain, all liabilities with respect to the Seller 401(k) Plan other than such accrued benefit liabilities. In order to implement this Section 12.02(a), Purchaser and Seller shall cooperate in the exchange of information, notification to Transferred Employees, and in the preparation of any documentation required to be filed with any governmental agency. Without limiting the generality of the foregoing, Seller shall promptly provide Purchaser with such documents and other information as Purchaser shall reasonably request to assure itself that the trust-to-trust transfer described herein may be accepted into the Purchaser 401(k) Plan in accordance with applicable Law. For the avoidance of doubt, Seller shall 100% vest or cause to be 100% vested, as of the applicable Closing Date, the accounts under the Seller 401(k) Plan for all Transferred Employees.

Defined Contribution Plans. On or prior to the -------------------------- Closing Date, Times Mirror shall cause TMHE to transfer the sponsorship of the Wm. X. Xxxxx Company Publishers Employees' Profit Sharing Retirement and Tax Deferred Investment Plan and the Probus Publishing Company 401(k) Savings and Investment Plan (the "Xxxxx and Xxxxxx Plans") to Times Mirror and, on or prior ---------------------- to the Closing Date, Times Mirror shall assume unconditionally from TMHE the sponsorship of the Xxxxx and Probus Plans, including, without limitation, the obligation to pay all benefits contemplated by such Xxxxx and Xxxxxx Plans and all obligations with respect to administration, reporting and disclosure. As of the Closing Date, Times Mirror shall cause the interests of all College Publishing Business Transferred Employees in the Xxxxx and Probus Plans and the Times Mirror Savings Plus Plan (the "TM 401(k) Plan") to become fully vested and nonforfeitable. As soon as -------------- practicable following the Closing Date, Buyer (Times Mirror shall cause the Xxxxx and Xxxxxx Plans and the TM 401(k) Plan to distribute all or one a portion of its Affiliatesthe account balances of each College Publishing Business Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable XxXxxx-Xxxx plan and Times Mirror's provision of evidence reasonably satisfactory to XxXxxx-Xxxx that the Xxxxx and Probus Plans and the TM 401(k) shall take all action necessary or appropriate to establish one or more defined contribution plans intended to be tax-Plan are qualified under Section 401(a) of the Code for Code, XxXxxx-Xxxx shall permit the benefit defined contribution plan applicable to each College Publishing Business Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Transferring Employees (collectively, Code) in cash of all or a portion of the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in account balance distributed to such College Publishing Business Transferred Employee under the Xxxxx Xxxxxxxx Corporation Employee Savings Plan (and Probus Plans or 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer TM 401(k) Plan, as the case may be; provided, however, that nothing contained herein shall --------- ------- obligate XxXxxx-Xxxx to accept rollovers in the form of Times Mirror stock. Any amounts rolled over to XxXxxx-Xxxx'x defined contribution plan as contemplated in this Section 10.05 shall be held and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan administered in all respects in accordance with Section 414(l) of the Code. Such transfer of assets shall be 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances provisions of such Transferring Employees under the Seller 401(k) Plan XxXxxx-Xxxx plan as of the Closing Datein effect from time to time.

Defined Contribution Plans. As soon as practicable following Immediately prior to the Closing Date, Buyer Seller shall take, or cause to be taken, all such actions as may be necessary to cause the Company to cease to be a participating employer under Seller’s defined contribution plans (the “Seller DC Plans”) covering the Continuing Employees. Effective as of January 1, 2007, Purchaser or one of its Affiliates) Affiliates shall take all action necessary or appropriate to establish have in effect one or more defined contribution plans (the “Purchaser DC Plans”), which shall be intended to be tax-qualified under Section 401(a) and other applicable provisions of the Code for the benefit Code. Each Continuing Employee (other than each Continuing Employee who, as of the Transferring Employees (collectivelyClosing Date, is eligible for retirement from Seller and, as such, will be considered “retired” for purposes of the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Plan Seller DC Plans (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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer DateRetiree 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, the Sellers 2007. At such time that is reasonably requested by Purchaser, Seller shall cause the accounts under trustees of the Seller 401(k) Plan of each participant who is a Transferring Employee DC Plans to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan 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 (excluding any account balances of the Retiree Eligible Employees) under the Seller DC Plans to the appropriate trustees as designated by Purchaser under the trust agreements forming parts of the Purchaser DC Plans. Such transfer of assets shall be in cash but shall include any promissory notes or other evidences of indebtedness with respect and give effect 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 Transferring Employees for 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 loan balances under the Seller 401(k) Plan, (ii) details of any outstanding plan loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan DC Plans 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), and Seller and Purchaser shall cooperate to make all filings with applicable government authorities required with respect to such transfer, including without limitation any IRS Form 5310-A filings and to effect the transfer contemplated by this Section 8.05(d). Except as expressly provided in 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 shall remain liabilities of Seller on and after the Closing Date and shall be considered Excluded Liabilities for all purposes of this Agreement.

Defined Contribution Plans. As soon as practicable following The Buyer agrees to have in effect on the Closing Date a defined contribution plan 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 (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 “Seller Savings Plan”) on the Closing Date shall be eligible to contribute to the Buyer Savings Plan commencing on 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, Buyer but in no event later than ninety (or 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 Xxxxx Xxxxxxxx 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 (7590) days after the Effective Closing Date (or in contravention of ERISA or the date of transferCode. Seller shall, the “Transfer Date”), the Sellers and shall cause the accounts under its Affiliates to, take all such actions necessary such that each U.S. Transferred Employee who participates in the Seller 401(k) Savings Plan of each participant who is a Transferring Employee to be transferred shall, to the Buyer 401(k) fullest extent permitted by the Seller Savings Plan. Such transfer , be fully vested in his or her account balance thereunder effective immediately prior to the Closing Date and, if such vesting is not permitted by any Seller Savings Plans with respect to any U.S. Transferred Employee, Seller shall include a transfer of directly pay, in cash, at the applicable assets from Closing Date an amount to such employee equal to the trust value such employee would have received pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) acceleration of the Code. Such transfer of assets shall be vesting referred to 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of this sentence had such Transferring Employees under the Seller 401(k) Plan as of the Closing Datevesting been permitted.

Defined Contribution Plans. As of the Closing Date, McGraw-Hill shall cause the interests of all Shepaxx'x Xxxxxxerred Employees in the Employee Retirement Xx- count Plan of The McGraw-Hill Companies, Inc. and Its Subsid- iaries ("XXXX") xnd the Savings Incentive Plan of The McGraw- Hill Companies, Inc. and Its Subsidiaries (xxx "XXX," xxx xxxx the ERAP, the "McGraw-Hill Defined Contribution Plans") to be- coxx xxxxx xxsted and nonforfeitable. As soon as practicable following the Closing Date, Buyer (or one McGraw-Hill shall cause the McGraw- Hill Defined Cxxxxxxxxxxx Plans to distribxxx xxx xx x xxxxxxx of its Affiliates) shall take all action necessary or appropriate the account balances of each Shepard's Transferred Employee who so elects in acxxxxxxxx with the terms of such plans. Sub- ject to establish one or more defined contribution plans intended to be taxthe provisions of the applicable Replacement Plan and McGraw-qualified under Section Hill's provision of evidence reasonably satisfactory xx Times Mirror that the McGraw-Hill Defined Contribution Plans are qualifixx xxxxx Xxction 401(a) of the Code for Code, Times Mirror shall permit the benefit of the Transferring Employees (collectively, the “Buyer 401(k) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx Corporation Employee Savings Replacement 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee defined contribu- tion plan that is applicable to be transferred each Shepard's Transferred Em- ployee to accept an "elixxxxx xxxlover contribution" (within the Buyer 401(k) Plan. Such transfer shall include a transfer meaning of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l401(a)(31) of the Code) in cash of all or a portion of the account balance distributed to such Shep- ard's Transferred Employee under the McGraw-Hill Defined Con- tribution Plans; provided, xxxxxxx, that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of McGraw-Hill stock. Such transfer of assets Any amounts rolled over to such Xxxxxxxxxnt Plan that is a defined contribution plan as contem- plated in this Section 10A.05 shall be held and administered in cash but shall include any promissory notes or other evidences of indebtedness all respects in accordance 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances provisions of such Transferring Employees under the Seller 401(k) Replace- ment Plan as of the Closing Datein effect from time to time.

Defined Contribution Plans. As soon as practicable following the Closing Date, Buyer (or 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 Xxxxx Xxxxxxxx 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. As (i) 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 in effect from time to time, on substantially the same terms and conditions as similarly situated employees of Buyer, (ii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollovers of their applicable account balances in the Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") into Buyer's 401(k) Plan, (iii) Kaman Employees and Subsidiary Employees shall be eligible to make direct rollover of any loan that is outstanding under Seller’s Thrift Plan as of the Closing Date to Buyer’s 401(k) Plan, provided that, in each case, (A) such employee has submitted a completed and signed rollover form to the Buyer’s Benefits Department no later than 30 days following the Closing Date, and (B) at the same time as such employee rolls over his or 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 Kaman Employees and the Subsidiary Employees that was recognized under Seller's Thrift Plan as if it were service rendered to Buyer. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company and each applicable Subsidiary shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to 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, Buyer (or one of its Affiliates) the Company shall take all action necessary or appropriate make a final matching contribution to establish one or more defined contribution plans intended to be tax-qualified under Section 401(a) Seller’s Thrift Plan for each participating Kaman Employee and Subsidiary Employee for the portion of the Code for payroll period that occurs prior to the benefit Closing Date. In addition, each of the Transferring Employees Seller and Buyer agrees to take any actions reasonably necessary (collectively, the “Buyer 401(kincluding any necessary plan amendment) Plan”). Transferring Employees shall have their continuous service as defined in the Xxxxx Xxxxxxxx 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) evidence that Buyer has established a trust effect direct rollover to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 “Transfer Date”), the Sellers shall cause the accounts under the Seller Buyer’s 401(k) Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) any loans outstanding under Seller’s Thrift Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Date.

Defined Contribution Plans. As soon as practicable following after the Closing Date, but in no event later than sixty days after the Closing Date, Buyer (or one of its Affiliates) shall take all action necessary or appropriate to establish one or more designate an existing defined contribution plans intended to be tax-qualified savings plan of Buyer and Trust qualifying 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 Xxxxx Xxxxxxxx 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) evidence that Buyer has established a trust to hold the assets of the corresponding Buyer 401(k) Plan, and (ii) that the Buyer 401(k) Plan is qualified under Section 401(a) of the Code and 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 or shall have established (75or shall have caused the Company to establish) days one or more qualified defined contribution savings or thrift plans and a related trust or trusts thereunder intended to qualify under Section 401(a) and Section 501(a) of the Code ("Buyer's Thrift Plan"). The Kaman Corporation Thrift and Retirement Plan ("Seller's Thrift Plan") provides, or Seller shall cause Seller's Thrift Plan to be amended to provide, (i) for 100% vesting of all accounts of Kaman Employees under Seller's Thrift Plan and of all income earned on such accounts and (ii) that a distribution from Seller's Thrift Plan may be made on account of a bona fide distribution event as set forth in Code Section 401(k)10, that Kaman Employees participating in Seller's Thrift Plan shall have the option to retain their account balance in Seller's Thrift Plan or to make an elective transfer of their full account balance in accordance with Treasury Regulation 1.411(d)-4, Q&A3(b) to Buyer's Thrift Plan and that such elective transfers shall include the transfer of notes representing plan loans to participants. Buyer's Thrift Plan provides, or Buyer shall cause Buyer's Thrift Plan to be amended to provide, (i) for acceptance of elective transfers from Seller's Thrift Plan under Treasury Regulation 1.411(d)-4, Q&A3(b), including provision for acceptance of the elective transfer of notes representing plan loans to participants, (ii) for 100% vesting of all such transferred accounts and all income earned on such transferred accounts, and (iii) for recognition for all purposes under Buyer's Thrift Plan all service that was recognized under Seller's Thrift Plan to the extent such service was recognized under Seller's Thrift Plan. Seller and Buyer agree that any elective transfers made pursuant to this Section 7.1(d) are intended by the parties hereto to qualify as rollover distributions for income tax purposes. At the Closing, in accordance with the terms of Seller's Thrift Plan, the Company shall cease being a participating company in Seller's Thrift Plan and both employer and employee contributions to such plans shall cease at the Closing Date for all Kaman Employees. As of the first regular enrollment date under Buyer's Thrift Plan next following the Closing Date, Kaman Employees will be eligible to immediately participate in Buyer's Thrift Plan. Buyer and Seller shall provide each other with such records and information as may be necessary or appropriate to carry out their respective obligations under this Section or for the purposes of administration of Buyer's Thrift Plan, and each shall cooperate in the filing of documents required by the transfer of assets and liabilities described herein after the Effective Closing Date. Notwithstanding anything contained herein to the contrary, between the Closing Date (and the date of transfer, Seller shall administer the “Transfer Date”), the Sellers shall cause the accounts under the Seller 401(k) Seller's Thrift Plan of each participant who is a Transferring Employee to be transferred to the Buyer 401(k) Plan. Such transfer shall include a transfer of the applicable assets from the trust pursuant to the Seller 401(k) Plan to the trust pursuant to the Buyer 401(k) Plan in accordance with Section 414(l) of the Code. Such transfer of assets shall be 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 Transferring Employees for 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 loans from the Seller 401(k) Plan to the Transferring Kaman Employees, and (iii) the account balances of such Transferring Employees under the Seller 401(k) Plan as of the Closing Dateat Seller's expense.