Common use of Nonqualified Deferred Compensation Plans Clause in Contracts

Nonqualified Deferred Compensation Plans. Effective on or before the Distribution Date, Columbia shall adopt, establish and maintain nonqualified deferred compensation plans for the benefit of employees of the Columbia Parties (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi Trusts”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource Rabbi Trusts to transfer to the Columbia Rabbi Trusts cash, life insurance policies or other assets having an aggregate fair market value equal to (i) the aggregate fair market value of all assets held in the NiSource Rabbi Trusts as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Date.

Nonqualified Deferred Compensation Plans. Effective on To the extent that any Transferred Employee has any benefit payable to him or before her as of the Distribution Date, Columbia shall adopt, establish and maintain Closing Date in the nonqualified deferred compensation plans of Sellers (each, a “NQ Plan”), Sellers shall, and shall cause its Affiliates to, as soon as practical after the Closing Date, split such NQ Plans into one or more separate plans that contains only the benefits payable to Transferred Employees to the extent such benefits are not otherwise distributed upon or promptly following the Closing Date under the terms of such NQ Plan. Buyer and Sellers intend and agree in accordance with Treasury Regulation Section 1.409A-1(h)(4) that the transfer of employment of the Transferred Employees from Sellers (or their respective Affiliates) to Buyer (or its Affiliates) in connection with the transactions contemplated by this Agreement (and the related termination of employment of the Transferred Employees from Sellers) shall not constitute a “separation from service” for purposes of Code Section 409A and the Treasury Regulations thereunder. If Seller maintains a “rabbi trust” with respect to a NQ Plan (each an “Existing NQ Trust”), to the extent transferred pursuant to Section 1.1(o), either (i) Seller shall, as soon as practical after the Closing Date, establish a new rabbi trust (each a “New NQ Trust”) and cause the assets of the Existing NQ Trust, to the extent payable to a Transferred Employee who has a benefit as of the Closing Date in the NQ Plan that is not otherwise distributed upon or promptly following the Closing Date under the terms of the applicable NQ Plan (the “Transferable Assets”), to be transferred to the New NQ Trust, which New NQ Trust shall be assumed by Buyer, or (ii) Buyer shall, as soon as practical after the Closing Date, establish a new rabbi trust in form and substance satisfactory to the Sellers for the benefit of employees Transferred Employees who have benefits payable to them as of the Columbia Parties Closing Date in the NQ Plan that are not otherwise distributed upon or promptly following the Closing Date under the terms of the applicable NQ Plan (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi TrustsBuyer Trust”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource Seller shall cause the NiSource Rabbi Trusts Transferable Assets to transfer be transferred to the Columbia Rabbi Trusts cashBuyer Trust, life insurance policies or other assets having an aggregate fair market value equal and Buyer shall cause the Buyer Trust to (i) accept the aggregate fair market value of all assets held in the NiSource Rabbi Trusts Transferable Assets, as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Datesoon as practical after such Buyer Trust is established.

Nonqualified Deferred Compensation Plans. Effective on or before as of the Distribution DateClosing, Columbia Purchaser shall adopt, establish and maintain a nonqualified deferred compensation plans plan (the “Purchaser Deferred Compensation Plan”) for the benefit of employees each Transferred Business Employee who, as of immediately prior to the Columbia Parties Closing, was eligible to participate in the Perrigo Nonqualified Deferred Compensation Plan (the “Columbia Seller Deferred Compensation PlansPlan”) and shall establish one or more grantor trusts to be a source ). Effective as of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to Closing, the NiSource Purchaser Deferred Compensation Plans and Plan shall assume the grantor trusts maintained by NiSource with respect to account balances of the NiSource Transferred Business Employees in the Seller Deferred Compensation Plans (the “NiSource Rabbi Trusts”). As which shall be fully vested as of the Distribution DateClosing), the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits provided that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource shall cause the NiSource Rabbi Trusts to transfer to the Columbia Rabbi Trusts cash, life insurance policies or other assets having an aggregate fair market value amount equal to (i) the aggregate fair market value of all assets held in the NiSource Rabbi Trusts such account balances as of the Distribution Closing Date multiplied by (ii) a percentage, the numerator of which shall be treated as Funded Debt (and subject to adjustment in accordance with Section 2.9). In addition, Seller shall be responsible for making required Seller contributions accrued under the lump sum present value of the benefits assumed Seller Deferred Compensation Plan by the Columbia Transferred Business Employees from January 1, 2021 through the Closing, which amount shall be paid to Purchaser or its Affiliate at the time such Seller contributions would otherwise be made to such Transferred Business Employees had they remained active participants in the Seller Deferred Compensation Plan, and following such payment, Seller and its Affiliates and the Seller Deferred Compensation Plans pursuant shall be relieved of all Liabilities related to this Section 3.03 the participation of the Transferred Business Employees in the Seller Deferred Compensation Plans. Purchaser shall undertake reasonable efforts to notify Seller when the account balances, and the denominator amount thereof, of the Transferred Business Employees under the Purchaser Deferred Compensation Plan are paid to the Transferred Business Employees (or their beneficiaries), with such notice to be made as soon as practicable after the end of each calendar year in which any such payments are made. Between the Closing and the such time as Purchaser implements a platform for participants in the Purchaser Deferred Compensation Plan to view their account balances and manage their investments, the Transferred Business Employees shall be provided access by Seller to the lump sum present value of all benefits accrued under platform applicable to the NiSource Seller Deferred Compensation Plans immediately prior to Plan for purposes of viewing their historical account balance as of the Distribution Dateclose of business on July 2, 2021; provided that Purchaser and its Affiliates shall indemnify Seller and its Affiliates for any Liabilities incurred or suffered by Seller or any of its Affiliates in connection with the provision of such post-Closing services described in this sentence.”

Nonqualified Deferred Compensation Plans. Effective on To the extent that any Transferred Employee has an accruedany benefit payable to him or before her as of the Distribution Date, Columbia shall adopt, establish and maintain Closing Date in the nonqualified deferred compensation plans of Sellers (each, a “NQ Plan”), Sellers shall, and shall cause its Affiliates to, as soon as practical after the Closing Date, split such NQ Plans into one or more separate plans that contains only the accrued benefits forpayable to Transferred Employees to the extent such benefits are not otherwise distributed upon or promptly following the Closing Date under the terms of such NQ Plan. Buyer and Sellers intend and agree in accordance with Treasury Regulation Section 1.409A-1(h)(4) that the transfer of employment of the Transferred Employees from Sellers (or their respective Affiliates) to Buyer (or its Affiliates) in connection with the transactions contemplated by this Agreement (and the related termination of employment of the Transferred Employees from Sellers) shall not constitute a “separation from service” for purposes of Code Section 409A and the Treasury Regulations thereunder. If Seller maintains a “rabbi trust” with respect to a NQ Plan (each an “Existing NQ Trust”), to the extent transferred pursuant to Section 1.1(o), either (i) Seller shall, as soon as practical after the Closing Date, establish a new rabbi trust (each a “New NQ Trust”) and cause the assets of the Existing NQ Trust, to the extent earmarked for the benefit ofpayable to a Transferred Employee who has an accrueda benefit as of the Closing Date in the NQ Plan that is not otherwise distributed upon or promptly following the Closing Date under the terms of the applicable NQ Plan (the “Transferable Assets”), to be transferred to the New NQ Trust, which New NQ Trust shall be assumed by Buyer., or (ii) Buyer shall, as soon as practical after the Closing Date, establish a new rabbi trust in form and substance satisfactory to the Sellers for the benefit of employees Transferred Employees who have benefits payable to them as of the Columbia Parties Closing Date in the NQ Plan that are not otherwise distributed upon or promptly following the Closing Date under the terms of the applicable NQ Plan (the “Columbia Deferred Compensation Plans”) and shall establish one or more grantor trusts to be a source of providing benefits thereunder (the “Columbia Rabbi Trusts”) that in each case shall be substantially similar to the NiSource Deferred Compensation Plans and the grantor trusts maintained by NiSource with respect to the NiSource Deferred Compensation Plans (the “NiSource Rabbi TrustsBuyer Trust”). As of the Distribution Date, the Columbia Parties shall assume and thereafter be solely responsible for all existing and future liabilities relating to Business Employees’ (and Deceased Business Employee survivors’ and beneficiaries’) (a) benefits accrued under the NiSource Deferred Compensation Plans prior to the Distribution Date and (b) benefits that accrue under the Columbia Deferred Compensation Plans on and after the Distribution Date. All beneficiary designations made by Business Employees and by survivors and beneficiaries of Deceased Business Employees under the NiSource Deferred Compensation Plans shall, to the extent applicable, be transferred to, and be in full force and effect under, the Columbia Deferred Compensation Plans until such beneficiary designations are replaced or revoked by the Business Employee (or the survivor or beneficiary of the Deceased Business Employee) who made the beneficiary designation. Following the Distribution Date, the NiSource Parties shall have no liability or obligation with respect to the benefits accrued by such Business Employees or by such survivors or beneficiaries of Deceased Business Employees under any of the NiSource Deferred Compensation Plans or with respect to any benefits accrued under the Columbia Deferred Compensation Plans. As soon as administratively practicable after the Distribution Date, NiSource Seller shall cause the NiSource Rabbi Trusts Transferable Assets to transfer be transferred to the Columbia Rabbi Trusts cashBuyer Trust, life insurance policies or other assets having an aggregate fair market value equal and Buyer shall cause the Buyer Trust to (i) accept the aggregate fair market value of all assets held in the NiSource Rabbi Trusts Transferable Assets, as of the Distribution Date multiplied by (ii) a percentage, the numerator of which shall be the lump sum present value of the benefits assumed by the Columbia Deferred Compensation Plans pursuant to this Section 3.03 and the denominator of which shall be the lump sum present value of all benefits accrued under the NiSource Deferred Compensation Plans immediately prior to the Distribution Datesoon as practical after such Buyer Trust is established.