The SIP Clause Samples

The SIP. (a) Effective as of the Distribution Date, Chemicals shall establish the Chemicals SIP and a related, separate trust (the "Chemicals SIP Trust"), qualified in accordance with Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, which Plan shall include an employee stock ownership plan, to assume Liabilities of and receive the transfer of assets from the Monsanto SIP (b) Monsanto and Chemicals shall take all actions as may be necessary or appropriate in order to effect the transfer to the Chemicals SIP and the Chemicals SIP Trust, on or as soon as practicable after the Distribution Date, of the balances of all accounts established pursuant to and/or governed by the Monsanto SIP of the participants in the Monsanto SIP who are, as of the date of transfer, Chemicals Participants other than Retained Chemicals Inactive Participants. The transfer of such accounts shall be made (i) in kind, to the extent the assets thereof consist of Employer Securities, and (ii) otherwise in cash, securities, other property or a combination thereof, as agreed by Monsanto and Chemicals, but shall be effected, where practicable, in kind, so as to preserve each such participant's investment elections as in effect on the date of such transfer. To the extent the assets transferred to the Chemicals SIP in accordance with the foregoing consist of Employer Securities, the portion of such Employer Securities that shall be ESOP Shares shall equal the number of such Employer Securities multiplied by a fraction, the numerator of which is the number of ESOP Shares held in the Monsanto SIP immediately before the Distribution Date and the denominator of which is the number of Shares of Employer Securities held in the Monsanto SIP immediately before the Distribution Date. (c) Effective as of or as soon as practicable after the Distribution Date, one or more of the Existing Monsanto ESOP Securities shall be restructured into two separate obligations, with one of such obligations (each, a "Chemicals ESOP Security") being assumable or issued by the Chemicals SIP and the remainder thereof (each, a "New Monsanto ESOP Security") being issued by the Monsanto SIP. The aggregate principal amount of the Chemicals ESOP Securities shall be as nearly as possible equal to 20 percent of the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring, and the aggregate principal amount of the New Monsanto ESOP Securities and any Exis...

The SIP. SNC-Lavalin (GB) and Atkins acknowledge and agree that Atkins Shares held in the SIP trust on behalf of the SIP participants will participate in the Scheme (on the same terms as for other Atkins Shareholders). Atkins confirms that as at the date of this Agreement there are no unallocated Atkins Shares held within the SIP trust. As at the date of this Agreement the Atkins No.4 Employee Benefit Trust (the “EBT”) holds 2,464,878 Atkins Shares. Unless all unallocated Atkins Shares have been used to satisfy options and awards vesting and becoming exercisable in the normal course prior to the Acquisition Effective Date, the parties agree that the trustee of the EBT will be requested (on terms agreed between Atkins and SNC-Lavalin (GB)) to agree to satisfy certain options and awards vesting or becoming exercisable as a consequence of the Acquisition, using these unallocated Atkins Shares in priority to Atkins issuing Atkins Shares or paying cash to satisfy such options and awards. In the event that the trustee of the EBT does not agree to such a request, the unallocated Atkins Shares shall remain in the EBT.