Common use of Defined Contribution Plans Clause in Contracts

Defined Contribution Plans. (a) Effective as of the Closing, Purchaser shall create or designate one or more defined contribution pension plans (collectively, the “Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in the defined contribution pension plan maintained by Seller or its Affiliates that is intended to be qualified under Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC Plan”). Such Transferred Employees are referred to hereinafter as the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service with and compensation from Seller or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plan. (b) Effective as of the Closing, Seller shall cause assets in the form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the value of the accounts of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date by each Transferred Employee who participated in the Seller DC Plan to be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) and Purchaser shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (d) At the time of the Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Transferred Employees.

Defined Contribution Plans. (aThe 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) Effective as and 401(k) of the Closing, Purchaser shall create Code (such plan or designate one or more defined contribution pension plans (collectivelyplans, the “Purchaser DC PlansBuyer Savings Plan”). Each U.S. Transferred Employee who is eligible to contribute to the Seller's contribution plan (the “Seller Savings Plan”) for on the benefit of 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, but in no event later than ninety (90) days after the Closing Date or in contravention of ERISA or the Code. Seller shall, and shall cause its Affiliates to, take all such actions necessary such that each U.S. Transferred Employee who participated participates in the defined contribution pension plan maintained Seller Savings Plan shall, to the fullest extent permitted by the Seller Savings Plan, be fully vested in his or its Affiliates that is intended to be qualified under Code Section 401(a) her account balance thereunder effective immediately prior to the Closing (collectivelyDate and, the “if such vesting is not permitted by any Seller DC Plan”). Such Savings Plans with respect to any U.S. Transferred Employees are referred to hereinafter as the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service with and compensation from Seller or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plan. (b) Effective as of the ClosingEmployee, Seller shall cause assets directly pay, in the form of cash, cash equivalents, marketable securities or participant plan loan obligations at the Closing Date an amount to such employee equal to the value such employee would have received pursuant to the acceleration of the accounts of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date by each Transferred Employee who participated vesting referred to in the Seller DC Plan to be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) and Purchaser shall cause this sentence had such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). vesting been permitted. (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (d) At the time of the Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Transferred Employees.

Defined Contribution Plans. (ai) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, as of the ClosingConversion Date, Purchaser Buyer shall create have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate one or more a defined contribution pension plans (collectively, the “Purchaser DC Plans”) plan for the benefit of the Transferred Closing Date Employees who participated in become employed by Buyer as of the defined contribution pension Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan maintained by Seller or its Affiliates that is intended under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be qualified under Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC Plan”). Such Transferred Employees are referred to hereinafter as the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service made by it in connection with and compensation from Seller such establishment or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plandesignation. (bii) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing, Seller shall cause assets in the form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the value Closing Date (for Closing Date Employees) and as of the accounts Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date and all direct or indirect rollovers by each Transferred Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Business Employee who participated with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to the Buyer DC Plan, the portion of the Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the Seller event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) appropriate Seller. Buyer and Purchaser each Seller shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A bear their own expenses in connection with the transferssuch rollovers. (d) At the time of the Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Transferred Employees.

Defined Contribution Plans. (ai) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, as of the ClosingConversion Date, Purchaser Buyer shall create have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate one or more a defined contribution pension plans (collectively, the “Purchaser DC Plans”) plan for the benefit of the Transferred Closing Date Employees who participated in become employed by Buyer as of the defined contribution pension Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan maintained by Seller or its Affiliates that is intended under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be qualified under Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC Plan”). Such Transferred Employees are referred to hereinafter as the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service made by it in connection with and compensation from Seller such establishment or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plandesignation. (bii) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing, Seller shall cause assets in the form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the value Closing Date (for Closing Date Employees) and as of the accounts Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date and all direct or indirect rollovers by each Transferred Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Business Employee who participated with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to the Buyer DC Plan, the portion of the Business -57- <Page> Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the Seller event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) appropriate Seller. Buyer and Purchaser each Seller shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A bear their own expenses in connection with the transferssuch rollovers. (d) At the time of the Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Transferred Employees.

Defined Contribution Plans. (a) Effective As soon as of the Closingreasonably practicable after December 1, Purchaser shall create or designate one or more 2018, with respect to each Transferred Employee who is a participant in a Plan that is a tax- qualified defined contribution pension plans plan (collectivelyeach, the “Purchaser DC Plans”) for the benefit of the Transferred Employees who participated in the defined contribution pension plan maintained by Seller or its Affiliates that is intended to be qualified under Code Section 401(a) immediately prior to the Closing (collectively, the a “Seller DC Plan”). Such Transferred Employees are referred to hereinafter as , the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service with and compensation from Seller or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plan. (b) Effective as of the Closing, Seller shall cause assets in the form plan administrator of cash, cash equivalents, marketable securities or participant plan loan obligations equal each such Seller DC Plan to provide each such Transferred Employee with the value right (but not the obligation) to receive a distribution of the accounts of the DC Employees such Transferred Employee’s interest under the applicable Seller DC Plan and the employer matching contributions earned through the Closing Date by each option to elect to roll over such Transferred Employee who participated Employee’s interest in the such Seller DC Plan (including any outstanding loan balances and any promissory notes in respect thereof) to be transferred to a defined contribution plan established or maintained by the corresponding Purchaser or one of its Affiliates (each, a “Purchaser DC Plan that is Plan”) intended to be qualified under Code Section 401(a) and Purchaser shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code. Effective as of the Closing Date, the Seller shall, or an opinion shall cause its Affiliates to, cause the Transferred Employees to cease active participation under the Seller DC Plan. Effective as of Purchaser’s counselDecember 1, satisfactory 2018, the [[3875976]] Purchaser shall, or shall cause its Affiliates to, cause the Transferred Employees to Seller’s counselbe eligible to participate in the Purchaser DC Plan. Subject to applicable law, the Purchaser shall, or shall cause its Affiliates to, permit the Transferred Employees to elect to increase the amount of their elective deferrals in respect of payroll dates that occur in December 2018, and receive any employer matching contributions attributable to such deferrals, in each case as necessary to allow Transferred Employees to make up for any elective deferrals they would have made and employer contributions they would have received if they had made elective deferrals under the Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A in connection with the transfers. (d) At the time respect of the Plan Account Transfer (or if there is no transfer of assets, payroll dates that occurred in November 2018 at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees same rate as their deferral elections under the Seller DC Plan and Seller and as in effect immediately prior to the Closing. The Purchaser shall take, or shall cause one of its Affiliates and to take, all such action as may be necessary or appropriate (including amending the Purchaser DC Plans, if necessary) to permit any Transferred Employees who have timely made an election to roll over their interest in cash together with any loans in the applicable Seller DC Plans to a Purchaser DC Plan. The Purchaser shall cooperate, or cause one of its Affiliates to cooperate, with the Seller in providing information to the Transferred Employees regarding rollovers of their interests from the applicable Seller DC Plan Plans to a Purchaser DC Plan. The Seller shall be relieved of fully vest all such Liabilities Transferred Employees in their account balances under the Seller DC Plan with respect to Plan, effective as of the Transferred EmployeesClosing.”

Defined Contribution Plans. (ai) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, as of the ClosingConversion Date, Purchaser Buyer shall create have established or designated a defined contribution plan for the benefit of Toledo Wage Employees and Toledo Salaried Employees who become employed by Buyer as of the Conversion Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be made by it in connection with such establishment or designation. As soon as practicable following the Closing Date, Buyer shall establish or designate one or more a defined contribution pension plans (collectively, the “Purchaser DC Plans”) plan for the benefit of the Transferred Closing Date Employees who participated in become employed by Buyer as of the defined contribution pension Closing Date or thereafter, and Buyer shall take all necessary action, if any, to qualify such plan maintained by Seller or its Affiliates that is intended under the applicable provisions of the Code, and to make any and all filings and submissions to the appropriate Governmental Entities required to be qualified under Code Section 401(a) immediately prior to the Closing (collectively, the “Seller DC Plan”). Such Transferred Employees are referred to hereinafter as the “DC Employees.” The DC Employees shall be given credit under the respective Purchaser DC Plan for all service made by it in connection with and compensation from Seller such establishment or its Affiliates as if it were service with and compensation from Purchaser for purposes of determining eligibility, vesting and the amount of any benefits or benefit accruals under each respective Purchaser DC Plandesignation. (bii) Effective Except (with respect solely to Toledo Wage Employees) to the extent otherwise agreed by the union representing the Toledo Wage Employees consistent with applicable Law, Buyer shall cause the appropriate defined contribution plan described in Section 6.3(g)(i) (the "Buyer DC Plan") to accept, as of the Closing, Seller shall cause assets in the form of cash, cash equivalents, marketable securities or participant plan loan obligations equal to the value Closing Date (for Closing Date Employees) and as of the accounts Conversion Date (for Toledo Employees), all direct or indirect rollovers by Closing Date Employees employed by Buyer as of the DC Employees under the Seller DC Plan and the employer matching contributions earned through the Closing Date and all direct or indirect rollovers by each Transferred Toledo Employees employed by Buyer as of the Conversion Date, of such employees' eligible rollover distributions from Sellers' defined contribution plans; PROVIDED, that such employees have elected to make such rollovers and meet all requirements of Sellers and the Code with respect to such rollovers. In the event that a Business Employee who participated with an outstanding loan from a Seller defined contribution plan elects a direct rollover (within the meaning of Section 401(a)(31) of the Code) of his or her eligible rollover distribution to the Buyer DC Plan, the portion of the Business Employee's eligible rollover distribution represented by the outstanding loan shall be rolled over to the Buyer DC Plan; PROVIDED, HOWEVER, that in the Seller event that Buyer does not offer the Buyer DC Plan to the Toledo Wage Employees it employs after the Conversion Date, Buyer shall enable any Toledo Wage Employee in its employ to make payments with respect to any outstanding loan such employee retains under a Seller defined contribution plan through the use of regular payroll deductions that would be transferred to the corresponding Purchaser DC Plan that is intended to be qualified under Code Section 401(a) appropriate Seller. Buyer and Purchaser each Seller shall cause such transferred assets and accounts to be accepted by such plans (the “Plan Account Transfer”). . (c) The amount to be transferred from the Seller DC Plan shall be equitably adjusted to take into account benefit payments made from the Seller DC Plan to the DC Employees after the Closing but prior to the date of transfer and for any earnings and losses on such amount during such period. The Plan Account Transfer, if any, shall take place within one hundred and eighty (180) days after the date of Closing; provided, however, that in no event shall such transfers take place until the last to occur of the following: (i) Purchaser has furnished to Seller either a favorable determination letter from the Internal Revenue Service with respect to the qualification of each Purchaser DC Plan under Section 401(a) of the Code, or an opinion of Purchaser’s counsel, satisfactory to Seller’s counsel, that each Purchaser DC Plan and related trust is so qualified and (ii) the thirty-first (31st) day following the filing of all required Forms 5310-A bear their own expenses in connection with the transferssuch rollovers. (d) At the time of the Plan Account Transfer (or if there is no transfer of assets, at the Closing), Purchaser and the Purchaser DC Plans shall assume all Liabilities with respect to or relating to Transferred Employees under the Seller DC Plan and Seller and its Affiliates and the Seller DC Plan shall be relieved of all such Liabilities under the Seller DC Plan with respect to the Transferred Employees.