Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) As of the Closing, Bord▇▇ ▇▇▇ll cause the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Bord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇▇ ▇▇▇ll (i) as of the Closing cause the trustees of the Savings Plans to identify, in accordance with the applicable spinoff provisions set forth under Section 414(l) of the Code, the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall be amended to provide that (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon as

Defined Contribution Plans. (aA) As of the Closing, Bord▇▇ ▇▇▇ll cause the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Bord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇▇ ▇▇▇ll (i) Effective as of the Closing cause Date, the trustees active participation of each Transferred Employee and Former Employee in the Transferred Defined Contribution Plans (as set forth on Schedule 5.9(g)(i)(A)) shall cease. Each Transferred Employee and Former Employee (including any beneficiary or any “alternate payee” as described in Section 414(p) of the Savings Plans Code) shall, to identifythe extent permitted by the terms of the Transferred Defined Contribution Plans, be given the option to receive a complete distribution of his or her account balance(s), in accordance with the applicable spinoff provisions set forth under Section 414(l401(k) of the CodeCode and the regulations promulgated thereunder. If a Transferred Employee or Former Employee does not elect to receive a distribution of his or her account balance(s), the assets of the Savings Plans representing the full then such account balances of the Business Employees for all periods of participation through the Closing balance(s) will be transferred in accordance with Section 5.9(g)(i)(C) below. (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (iiB) as As soon as practicable (but in no event later more than nine months60 days) after the Closing, the Buyers shall establish or designate one or more defined contribution plans to receive the transfer of account balances from Seller Defined Contribution Plans, and shall make any and all required filings and submissions to the appropriate Governmental Authorities and all Authority required amendments to the Savings Plans and related trust agreements necessary to provide for be made by it in connection with the transfer of assets described below. As soon as practicable after the Closing, Buyers shall procure either a favorable determination letter from the Internal Revenue Service regarding the qualified status of such successor defined contribution plan as amended to the date of transfer, or prior to the Closing an opinion of counsel to Buyers reasonably satisfactory to the Sellers that the terms of the successor defined contribution plan satisfy the applicable requirements of Section 401 of the Code. (C) As soon as practicable after the Buyers have established or designated successor plans and procured a favorable determination letter or opinion of counsel, all as provided above, the Seller shall cause the trustees of the Transferred Defined Contribution Plans to transfer in this the form of cash or, upon mutual consent, in kind (except with respect to loans to Transferred Employees, which shall be transferred in kind), in accordance with 414(l) of the Code, Treasury Regulation 1.414(l)-1 and Section 7.8208 of ERISA, the full account balances (inclusive of such loans) of all Transferred Employees and Former Employees, which account balances shall have been credited with applicable earnings and contributions, if any, attributable to the period ending on the close of business of the day preceding the transfer date, reduced by any benefit or withdrawal payments in respect of Transferred Employees and Former Employees prior to the transfer date, to the trustee of the successor defined contribution plan. Such transfer of assets to occur as soon as administratively practicable following the Closing Date. (D) In consideration of the transfer of assets hereunder, the Buyers shall, effective as of the transfer date described in Section 5.9(g)(i)(C) above, assume all of the obligations of Seller and any of its Affiliates, and the Buyers shall cause the successor defined contribution plan described in Section 5.9(g)(i)(C) above, effective as of the transfer date, to assume all of the obligations of the Transferred Defined Contribution Plans, in each case, solely in respect of account balances of Transferred Employees and Former Employees under the Transferred Defined Contribution Plans (exclusive of any portion of such account balances which are paid or otherwise withdrawn prior to the transfer date). The Savings Buyers shall not assume any Transferred Defined Contribution Plan or any other obligations or liabilities, except as provided in Section 5.9(g), arising under or attributable to the Transferred Defined Contribution Plans. (ii) As of the Closing Date, the Buyers or one of their designated Affiliates shall assume the Assumed Defined Contribution Plans (as set forth on Schedule 5.9(g)(ii)). With respect to the ▇▇▇▇▇ Equipment Company Retirement Program for Salaried Employees, as amended and restated effective January 1, 1997 (the “▇▇▇▇▇ Salaried Plan”), the Sellers and the Buyers shall cooperate to cause the trustees of the accounts under the Leveraged Employee Stock Ownership Plan (the “LESOP”) in respect of Non-Transferring Employees to segregate such account balances and effect the transfer of such LESOP account balance to the Sellers, other than such LESOP accounts which are attributable in any respect to the ▇▇▇▇▇ Salaried Plan (to the extent permitted by applicable Law and without any material adverse impact on the LESOP or the qualified retirement plans of the Sellers or the Buyers). The Buyers shall be amended solely and entirely responsible for satisfying any and all obligations and liabilities with respect to provide that Business Employees or Former Employees (iincluding any beneficiaries or dependents thereof) there shall be no contributions thereto with respect to the Business Assumed Defined Contribution Plans (including to whatever extent related to the ▇▇▇▇▇ Salaried Plan or any other Assumed Defined Benefit Plan). The Sellers shall have no liability whatsoever (either under this Agreement or otherwise including as a result of Buyers’ failure to establish or designate an applicable successor plan) with respect to Transferred Employees for periods after benefits under the Closing Assumed Defined Contribution Plans. The Sellers and (ii) the Buyers shall take all transferred employer contributions shall be fully vestedactions necessary and appropriate to establish the Buyers as successors to all of the Sellers rights, assets, duties, liabilities and obligations under or with respect to the Assumed Defined Contribution Plans. (biii) Parent With respect to the Non-Qualified Defined Contribution Plans (as set forth on Schedule 5.9(g)(iii)), Sellers shall (i) give Bord▇▇ ▇▇▇tten notice retain all obligations and liabilities under these plans. As of the name Closing Date, all Transferred Employees and Former Employees shall cease active participation in the Non-Qualified Defined Contribution Plans. Sellers shall remain responsible for the distribution of account balances to the Transferred Employees pursuant to the terms of the trustee of the defined contribution applicable plan designated by Parent to which the assets document, and liabilities for benefits of the Savings Plans are to be transferred Buyers shall not have any liability whatsoever (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior either under this Agreement or otherwise) with respect to the date on which such transfer is to occur; and (ii) as soon asTransferred Employees for the distribution of account balances under the Non-Qualified Defined Contribution Plans.

Defined Contribution Plans. (a) As of the Closing, Bord▇▇ ▇▇▇ll cause the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Bord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇▇ ▇▇▇ll (i) as of the Closing cause the trustees of the Savings Plans to identify, in accordance with the applicable spinoff provisions set forth under Section 414(l) of the Code, the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (after the Closing Date, but in no event later than nine monthssixty days after the Closing Date, Buyer shall designate an existing defined contribution savings plan of Buyer and Trust qualifying under Section 401(a) after and Section 501(a) of the Code or shall have established (or shall have caused the Company to establish) 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, make 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 filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for by the transfer of assets and liabilities described in this Section 7.8herein after the Closing Date. The Savings Plans Notwithstanding anything contained herein to the contrary, between the Closing Date and the date of transfer, Seller shall be amended to provide that (i) there shall be no contributions thereto administer the Seller's Thrift Plan with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vestedKaman Employees, at Seller's expense. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon as

Defined Contribution Plans. (a) As of the ClosingClosing Date, Bord▇▇ -------------------------- ▇▇▇ll ▇▇▇-▇▇▇▇ shall cause the active participation by the Business interests of all ▇▇▇▇▇▇▇'▇ Transferred Employees in the BordEmployee Retirement Account Plan of The ▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, -▇▇c. Union Savings Plan ▇▇ Companies, Inc. and Its Subsidiaries ("ERAP") and the BordSavings Incentive Plan of The ▇▇, ▇▇c. Associate Savings Plan ▇▇-▇▇▇▇ ---- Companies, Inc. and Its Subsidiaries (collectivelythe "SIP," and with the ERAP, the "Savings McGraw- --- ------ Hill Defined Contribution Plans") to ceasebecome fully vested and nonforfeitable. Bord▇▇ ------------------------------- As soon as practicable following the Closing Date, ▇▇▇ll (i) as ▇▇▇-▇▇▇▇ shall cause the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans to distribute all or a portion of the Closing cause the trustees account balances of the Savings Plans to identify, each ▇▇▇▇▇▇▇'▇ Transferred Employee who so elects in accordance with the terms of such plans. Subject to the provisions of the applicable spinoff provisions set forth Replacement Plan and ▇▇▇▇▇▇-▇▇▇▇'▇ provision of evidence reasonably satisfactory to Times Mirror that the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans are qualified under Section 414(l401(a) of the Code, Times Mirror shall permit the assets Replacement Plan that is a defined contribution plan that is applicable to each ▇▇▇▇▇▇▇'▇ Transferred Employee to accept an "eligible rollover contribution" (within the meaning of Section 401(a)(31) of the Savings Plans representing the full account balances Code) in cash of all or a portion of the Business Employees for all periods account balance distributed to such ▇▇▇▇▇▇▇'▇ Transferred Employee under the ▇▇▇▇▇▇-▇▇▇▇ Defined Contribution Plans; provided, however, -------- ------- that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of participation through the Closing (including, ▇▇▇▇▇▇-▇▇▇▇ stock. Any amounts rolled over to such Replacement Plan that is a defined contribution plan as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described contemplated in this Section 7.8. The Savings Plans 10A.05 shall be amended held and administered in all respects in accordance with the provisions of such Replacement Plan as in effect from time to provide that (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vestedtime. (b) Parent shall (i) give Bord▇▇ ▇▇▇tten notice of the name of the trustee of the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon as

Defined Contribution Plans. (a) As Effective as of the effective time of the Closing, Bord▇▇ ▇▇▇ll cause the active Purchaser shall establish or amend its tax-qualified, defined contribution plan (the "PURCHASER'S DEFINED CONTRIBUTION PLAN"), that shall provide, subject to SECTION 10.1(e), for participation by Transferring Employees immediately following the Business 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 in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Bord▇▇, ▇▇c. Associate Savings Plan (collectively, the "Savings Plans") to cease. Bord▇▇ ▇▇▇ll (i) as of the Closing cause Date, shall be fully vested in their account balances under the trustees Seller's defined contribution plans (the "Seller's Defined Contribution Plans") and shall be entitled to either (i) an immediate distribution of the Savings Plans to identify, their account balances in accordance with the applicable spinoff provisions set forth 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 414(l414(1) of the CodeCode and the requirements of ERISA and the regulations promulgated thereunder. Further, no transfer shall be made unless and until the assets of Seller and the Savings Plans representing Purchaser each provide each other with a current favorable determination letter from the full account balances of the Business Employees for all periods of participation through the Closing (including, IRS as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions to appropriate Governmental Authorities and all required amendments to the Savings Plans and related trust agreements necessary to provide for qualification of its respective plan. (c) Upon completion of the transfer of assets described in this Section 7.8. The Savings SECTION 10.4(b), the Purchaser's Defined Contribution Plan shall assume the benefit liabilities under the Seller's Defined Contribution Plans shall be amended to provide that (i) there shall be no contributions thereto with respect to Transferring Employees, and neither the Business Employees for periods after Seller nor the Closing and (ii) all transferred employer contributions Seller's Defined Contribution Plans shall have any further obligation or responsibility with respect to such liabilities, which shall be fully vestedconsidered for all purposes as having been satisfied as a result of such transfer. (bd) Parent The Seller shall (i) give Bord▇▇ ▇▇▇tten notice of reflect on the name of Balance Sheet any accrued contributions, including the trustee of company match, employee contributions and profit sharing contributions, if applicable, attributable to the defined contribution plan designated by Parent to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event employment period prior to the date on which such transfer is to occur; and (ii) as soon asClosing Date from the Seller's Defined Contribution Plans.

Defined Contribution Plans. (a) As of the ClosingClosing Date, BordMcGraw-Hill shall cause the interests of all Shepa▇▇'▇ ▇▇▇▇▇▇erred Employees in the Employee Retirement ▇▇- count Plan of The McGraw-Hill Companies, Inc. and Its Subsid- iaries ("▇▇▇▇") ▇nd the Savings Incentive Plan of The McGraw- Hill Companies, Inc. and Its Subsidiaries (▇▇▇ "▇▇▇," ▇▇▇ ▇▇▇ll cause ▇ the active participation by the Business Employees in the Bord▇▇, ▇▇c. Retirement Savings Plan, -92- 100 the Bord▇▇, ▇▇c. Union Savings Plan and the Bord▇▇, ▇▇c. Associate Savings Plan (collectivelyERAP, the "Savings McGraw-Hill Defined Contribution Plans") to cease. Bordbe- co▇▇ ▇▇▇ll (i) ▇▇ ▇▇sted and nonforfeitable. As soon as practicable following the Closing Date, McGraw-Hill shall cause the McGraw- Hill Defined C▇▇▇▇▇▇▇▇▇▇▇ Plans to distrib▇▇▇ ▇▇▇ ▇▇ ▇ ▇▇▇▇▇▇▇ of the Closing cause account balances of each Shepard's Transferred Employee who so elects in ac▇▇▇▇▇▇▇▇ with the trustees terms of such plans. Sub- ject to the provisions of the Savings applicable Replacement Plan and McGraw-Hill's provision of evidence reasonably satisfactory ▇▇ Times Mirror that the McGraw-Hill Defined Contribution Plans to identify, in accordance with the applicable spinoff provisions set forth under Section 414(lare qualifi▇▇ ▇▇▇▇▇ ▇▇ction 401(a) of the Code, Times Mirror shall permit the assets of the Savings Plans representing the full account balances of the Business Employees for all periods of participation through the Closing (including, as applicable, all employee contributions, employer contributions and all earnings attributable thereto); and (ii) as soon as practicable (but in no event later than nine months) after the Closing, make all required filings and submissions Replacement Plan that is a defined contribu- tion plan that is applicable to appropriate Governmental Authorities and all required amendments each Shepard's Transferred Em- ployee to the Savings Plans and related trust agreements necessary to provide for the transfer of assets described in this Section 7.8. The Savings Plans shall be amended to provide that (i) there shall be no contributions thereto with respect to the Business Employees for periods after the Closing and (ii) all transferred employer contributions shall be fully vested. (b) Parent shall (i) give Bordaccept an "eli▇▇▇▇▇ ▇▇▇tten notice lover contribution" (within the meaning of Section 401(a)(31) of the name Code) in cash of all or a portion of the trustee account balance distributed to such Shep- ard's Transferred Employee under the McGraw-Hill Defined Con- tribution Plans; provided, ▇▇▇▇▇▇▇, that nothing contained herein shall obligate Times Mirror to accept rollovers in the form of the McGraw-Hill stock. Any amounts rolled over to such ▇▇▇▇▇▇▇▇▇nt Plan that is a defined contribution plan designated by Parent as contem- plated in this Section 10A.05 shall be held and administered in all respects in accordance with the provisions of such Replace- ment Plan as in effect from time to which the assets and liabilities for benefits of the Savings Plans are to be transferred (the "Parent Savings Plan"), accompanied by a copy of the most recent favorable IRS determination letter for such plan received by Parent, as promptly as possible after the Closing, but in any event prior to the date on which such transfer is to occur; and (ii) as soon astime.