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 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.