Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (i) As of the date ▇▇▇▇▇▇▇ Polymer Employees or Tolling Employees become Transferred U.S. Employees in accordance with Sections 12.03(a) and (b) above, the Transferred U.S. Employees shall cease active participation in any Seller Pension Plans which are intended to qualify under Section 401(a) of the Code and which constitute a defined contribution plan within the meaning of ERISA Section 3(34) (the “Seller Defined Contribution Plans”) and Buyer will take, or cause to be taken, all action as may be necessary to cause such Transferred U.S. Employees to become participants in a defined contribution plan established or to be established by Buyer (the “Buyer Defined Contribution Plan”) as of such date, subject to any applicable age and service requirements. Service of each Transferred U.S. Employee recognized under terms of Seller’s Defined Contribution Plan for periods prior to the Closing Date shall be credited to the Transferred U.S. Employee for all purposes (including eligibility and vesting) under the Buyer Defined Contribution Plan. In accordance with the terms of the Seller Defined Contribution Plan, Transferred U.S. Employees will be fully vested in their accrued benefits under such plan as of the date of their separation from service with the applicable Seller or its Affiliate. (ii) Buyer and ▇▇▇▇▇▇▇ Polymer may agree to allow Transferred U.S. Employees who are participants in a Seller Defined Contribution Plan to elect direct rollover distributions from such Seller Defined Contribution Plan to a Buyer Defined Contribution Plan, which directed rollover may include any loan notes outstanding as of the time of such distribution from such Seller Defined Contribution Plan in accordance with Section 402 of the Code. In order to rollover an outstanding loan note, a Transferred U.S. Employee may be required to execute [a] an acknowledgement that the Buyer Defined Contribution Plan will be substituted for the applicable Seller Defined Contribution Plan as the obligee of the loan note, [b] a payroll authorization form and [c] any other forms deemed necessary by the plan administrator for the Buyer Defined Contribution Plan. All directed rollovers between the Seller Defined Contribution Plan and any Buyer Defined Contribution Plan will be in the form of cash and/or loan notes, as described herein. No other assets shall be transferred from the Seller Defined Contribution Plan to the Buyer Defined Contribution Plan other than as specified herein.

Defined Contribution Plans. (ia) As Effective as of the date ▇▇▇▇▇▇▇ Polymer Employees Closing, Buyer shall designate one or Tolling Employees become Transferred U.S. Employees in accordance with Sections 12.03(a) and more defined contribution pension plans (b) abovecollectively, the “Buyer DC Plans”) for the benefit of the Transferred U.S. Employees shall cease active participation who participated in any one or more of the defined contribution pension plans maintained by Fox or its Affiliates (collectively, the “Seller Pension Plans which DC Plans”) that are intended to qualify be qualified under Section 401(a) of the Code and which constitute a defined contribution plan within the meaning of ERISA Section 3(34) (the “Seller Defined Contribution Plans”) and Buyer will take, or cause to be taken, all action as may be necessary to cause such Transferred U.S. Employees to become participants in a defined contribution plan established or to be established by Buyer (the “Buyer Defined Contribution Plan”) as of such date, subject to any applicable age and service requirements. Service of each Transferred U.S. Employee recognized under terms of Seller’s Defined Contribution Plan for periods immediately prior to the Closing Date (collectively, the “Business DC Plans”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. The DC Employees shall be credited given credit under the respective Buyer DC Plan for all service with Seller and its Affiliates and their respective predecessors as if it were service with Buyer for purposes of determining eligibility and vesting under each respective Buyer DC Plan, solely to the Transferred U.S. Employee extent such service is credited for all the purposes (including eligibility and vesting) under the Buyer Defined Contribution Plan. In accordance with the terms of the Seller Defined Contribution Plan, applicable defined contribution plan in which the Transferred U.S. Employees will Employee participated immediately prior to Closing. The applicable Buyer DC Plans shall be fully vested in their accrued benefits tax-qualified under such plan as Section 401(a) of the date of their separation from service with the applicable Seller or its AffiliateCode. (iib) Each Buyer and ▇▇▇▇▇▇▇ Polymer may agree to allow Transferred U.S. DC Plan will provide for the receipt in kind from the DC Employees who are participants in a Seller Defined Contribution Plan to elect direct of “eligible rollover distributions from distributions” (as such Seller Defined Contribution Plan to a Buyer Defined Contribution Plan, which directed rollover may include any loan notes outstanding as of the time of such distribution from such Seller Defined Contribution Plan in accordance with term is defined under Section 402 of the Code) other than distributions from ▇▇▇▇ accounts in the Seller DC Plans, including notes corresponding to loans (other than loans that are fully or partially secured by amounts in ▇▇▇▇ accounts in the Seller DC Plans). In Buyer and Seller will work together in order to facilitate any such distribution or rollover and to effect an outstanding loan noteeligible rollover distribution for those DC Employees who timely elect to rollover their account balances, a Transferred U.S. Employee may be required to execute [a] an acknowledgement that the Buyer Defined Contribution Plan will be substituted for the applicable Seller Defined Contribution Plan as the obligee of the loan note, [b] a payroll authorization form and [c] any other forms deemed necessary by the plan administrator for the Buyer Defined Contribution Plan. All directed rollovers between the Seller Defined Contribution Plan and any Buyer Defined Contribution Plan will be in the form of cash and/or loan including notes, as described herein. No other assets shall be transferred from the Seller Defined Contribution Plan to the directly into a Buyer Defined Contribution Plan other than as specified hereinDC Plan.

Defined Contribution Plans. (i) As Effective as of the date ▇▇▇Closing Date, Transferred Employees shall no longer actively participate in the Seller's defined contribution plans listed in Section 6.04 of the Disclosure Schedule. Effective as of the Closing Date, the Purchaser shall establish or maintain a defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN") for Transferred Employees containing terms substantially identical (other than terms relating to investment in stock of the Purchaser) to those of The Reyn▇▇▇▇ Polymer Employees or Tolling Employees become Transferred U.S. Employees in accordance with Sections 12.03(a▇▇▇ Reyn▇▇▇▇ ▇▇▇pany 401(k) Savings Plan (the "SELLER'S DEFINED CONTRIBUTION PLAN") and (b) above, in compliance with applicable collective bargaining agreements and shall credit Transferred Employees for their service with the Transferred U.S. Employees shall cease active Seller for participation in any Seller Pension Plans which are intended to qualify under Section 401(a) of the Code and which constitute a defined contribution plan within the meaning of ERISA Section 3(34) (the “Seller Defined Contribution Plans”) and Buyer will take, or cause to be taken, all action as may be necessary to cause such Transferred U.S. Employees to become participants in a defined contribution plan established or to be established by Buyer (the “Buyer Defined Contribution Plan”) as of such date, subject to any applicable age and service requirements. Service of each Transferred U.S. Employee recognized under terms of Seller’s Defined Contribution Plan for periods prior to the Closing Date shall be credited to the Transferred U.S. Employee for all vesting purposes (including eligibility and vesting) under the Buyer Purchaser's Defined Contribution Plan. In accordance with As soon as practicable following the terms Closing Date, and upon receipt by the Seller and by the Purchaser of the Seller Defined Contribution Planofficer's certificates or opinions of counsel referred to below, Transferred U.S. Employees will be fully vested in their accrued benefits under such plan as of the date of their separation from service with the applicable Seller or its Affiliate. (ii) Buyer and ▇▇▇▇▇▇▇ Polymer may agree to allow Transferred U.S. Employees who are participants in a Seller Defined Contribution Plan to elect direct rollover distributions from such Seller Defined Contribution Plan to a Buyer Defined Contribution Plan, which directed rollover may include any loan notes outstanding as of the time of such distribution from such Seller Defined Contribution Plan in accordance with Section 402 of the Code. In order to rollover an outstanding loan note, a Transferred U.S. Employee may be required to execute [a] an acknowledgement that the Buyer Defined Contribution Plan will be substituted for the applicable Seller Defined Contribution Plan as the obligee of the loan note, [b] a payroll authorization form and [c] any other forms deemed necessary by the plan administrator for the Buyer Defined Contribution Plan. All directed rollovers between the Seller Defined Contribution Plan and any Buyer Defined Contribution Plan will be in the form of cash and/or loan notes, as described herein. No other assets shall cause to be transferred from the Seller Seller's Defined Contribution Plan to the Buyer Purchaser's Defined Contribution Plan, and the Purchaser shall cause the trustee of Purchaser's Defined Contribution Plan to accept, assets equal to the finalized account balances of such Transferred Employees who participated in the Seller's Defined Contribution Plan. The Seller shall insure that such Transferred Employees do not receive in-service distributions from the Seller's Defined Contribution Plan after the Closing Date and in advance of such transfer. As a condition to such transfer, the Seller and the Purchaser each shall be entitled to receive from the other than an officer's certificate or an opinion of counsel to the effect that the Seller's Defined Contribution Plan, and the Purchaser's Defined Contribution Plan, as specified hereinthe case may be, either (i) have received a recent favorable determination letter from the Internal Revenue Service as to their qualification under the Code, and nothing has occurred since the date of such letter which would cause the loss of such qualification or (ii) substantially complies by its terms with the relevant qualification provisions of the Internal Revenue Code, and the plan sponsor will timely apply for a favorable determination letter with respect to the plan, and will make whatever changes to the plan as are requested by the Internal Revenue Service as a condition of qualification.

Defined Contribution Plans. (i) As Effective as of as soon as reasonably practicable after the date ▇▇▇▇▇▇▇ Polymer Employees Closing, Purchaser shall create or Tolling Employees become Transferred U.S. Employees in accordance with Sections 12.03(a) and (b) above, the Transferred U.S. Employees shall cease active participation in any Seller Pension Plans which are designate a defined contribution retirement plan that is intended to qualify be qualified under Section 401(a) of the Code and which constitute a defined contribution plan within the meaning of ERISA Section 3(34) (the “Seller Defined Contribution PlansPurchaser DC Plan”) for the benefit of the Transferred Employees who participated in one or more of the defined contribution retirement plans Seller Benefit Plans that are intended to be qualified under Section 401(a) of the Code immediately prior to the Closing Date (collectively, the “Business DC Plan”). Such Transferred Employees are referred to hereinafter as the “DC Employees”. (ii) The Purchaser DC Plan will accept “eligible rollover distributions” (as such term is defined under Section 402(c)(4) of the Code) in cash, but including notes corresponding to loans, that are elected by the Transferred Employees. Purchaser and Buyer the Seller will cooperate in order to facilitate any such distribution or rollover and to effect an eligible rollover distribution for those DC Employees who timely elect to rollover their account balances, including notes, directly into the Purchaser DC Plan. Effective as of the Closing Date, the Seller Group shall take, or cause to be taken, all action as may be necessary actions: (i) to cause such all Transferred U.S. Employees to become participants in a defined contribution plan established or to be established by Buyer (the “Buyer Defined Contribution Plan”) as of such date, subject to any applicable age and service requirements. Service of each Transferred U.S. Employee recognized under terms of Seller’s Defined Contribution Plan for periods prior to the Closing Date shall be credited to the Transferred U.S. Employee for all purposes (including eligibility and vesting) under the Buyer Defined Contribution Plan. In accordance with the terms of the Seller Defined Contribution Plan, Transferred U.S. Employees will be fully vested in their accrued benefits all account balances under such plan as of the date of their separation from service with the applicable Seller or its Affiliate. Business DC Plan; and (ii) Buyer and ▇▇▇▇▇▇▇ Polymer may agree to allow Transferred U.S. Employees who are participants in a Seller Defined Contribution Plan make to elect direct rollover distributions from such Seller Defined Contribution Plan to a Buyer Defined Contribution Plan, which directed rollover may include any loan notes outstanding as the Business DC plan all employer contributions that would have been made on behalf of the time Transferred Employees had the Transactions not occurred, regardless of such distribution from such Seller Defined Contribution Plan in accordance with Section 402 any service or end of year employment requirements, but prorated for the portion of the Code. In order to rollover an outstanding loan note, a Transferred U.S. Employee may be required to execute [a] an acknowledgement plan year that ends on the Buyer Defined Contribution Plan will be substituted for the applicable Seller Defined Contribution Plan as the obligee of the loan note, [b] a payroll authorization form and [c] any other forms deemed necessary by the plan administrator for the Buyer Defined Contribution Plan. All directed rollovers between the Seller Defined Contribution Plan and any Buyer Defined Contribution Plan will be in the form of cash and/or loan notes, as described herein. No other assets shall be transferred from the Seller Defined Contribution Plan to the Buyer Defined Contribution Plan other than as specified hereinClosing Date.

Defined Contribution Plans. (a) (i) As Effective as of the date ▇▇▇▇▇▇▇ Polymer Employees Closing, Buyer shall cover (or Tolling Employees become cause to be covered) each Non-Union Transferred U.S. Employees in accordance with Sections 12.03(a) and (b) above, the Transferred U.S. Employees shall cease active participation in any Seller Pension Plans which are 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 constitute 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 within intended to qualify under Section 401(a) of the meaning of ERISA Section 3(34) Code and its related trust (the “Seller Defined Contribution PlansDC Plan”) and Buyer will take); provided that as of the Closing, or cause to be taken, Seller shall take all action as may be actions necessary to cause such all Non-Union Transferred U.S. Employees to become participants in a defined contribution plan established or to be established by Buyer (the “Buyer Defined Contribution Plan”) as of such date, subject to any applicable age and service requirements. Service of each Transferred U.S. Employee recognized under terms of Seller’s Defined Contribution Plan for periods prior to the Closing Date shall be credited to the Transferred U.S. Employee for all purposes (including eligibility and vesting) under the Buyer Defined Contribution Plan. In accordance with the terms of the Seller Defined Contribution Plan, Transferred U.S. Employees will 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 plan 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 date of their separation from service with Closing or at any time thereafter reasonably requested by Buyer (but not later than the applicable Seller or its Affiliate. 60th day following the Closing Date), a Non-Union Transferred Employee shall be eligible to effect a “direct rollover” (iias described in Section 401(a)(31) Buyer and ▇▇▇▇▇▇▇ Polymer may agree to allow Transferred U.S. Employees who are participants in a Seller Defined Contribution Plan to elect direct rollover distributions from such Seller Defined Contribution Plan to a Buyer Defined Contribution Plan, which directed rollover may include any loan notes outstanding as of the time of such distribution from such Seller Defined Contribution Plan in accordance with Section 402 of the Code. In order ) 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 rollover an outstanding loan note, a Transferred U.S. Employee may be required to execute [a] an acknowledgement that the Buyer Defined Contribution DC Plan will be substituted for the applicable Seller Defined Contribution Plan as the obligee of the loan note, [b] a payroll authorization form and [c] any other forms deemed necessary by the plan administrator for the Buyer Defined Contribution Plan. All directed rollovers between the Seller Defined Contribution Plan and any Buyer Defined Contribution Plan will be in the form of cash and/or and participant loan notes, as described herein. No other assets . (iv) Buyer shall be transferred from have no obligation or liability under the Seller Defined Contribution 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 Buyer Defined Contribution Seller DC Plan other than as specified hereinor arising out of any Transferred Employee’s participation in the Seller DC Plan, including claims for benefits under the Seller DC Plan.