Common use of Thrift Plan Clause in Contracts

Thrift Plan. (a) The Company and VRM shall take all action necessary or appropriate (including amending appropriate Company Plans, including, without limitation, the Company Thrift Plan) so that (i) effective as of the Time of Distribution, VRM shall become the Sponsor (as defined in the Company Thrift Plan) of the Company Thrift Plan (such plan, following such event, is hereinafter referred to as the "VRM Thrift Plan"), and in such capacity assume responsibility for maintaining the VRM Thrift Plan, and (ii) immediately following the Time of Distribution, each Company Employee in the VRM Thrift Plan shall be entitled, in connection with the transactions contemplated by the Merger Agreement and to the extent permissible by applicable law and the Plan, to direct the trustee of the VRM Thrift Plan to take any of the following actions with respect to the Company Employee's account (including all Company contributions thereto, whether previously vested or nonvested, and the earnings thereon) in the VRM Thrift Plan: (A) maintain the account in the VRM Thrift Plan; (B) transfer the account to a qualified Individual Retirement Account held in the name of such Participant; (C) transfer the account to the Merger Partner Thrift Plan; or (D) receive a distribution of the account. The transfers described in clauses (ii)(B) and (C) of this paragraph (each a "Thrift Plan Transfer") shall be effected in cash, except that the Merger Partner Thrift Plan may accept promissory notes evidencing any outstanding participant loans. As a condition to the Merger Partner Thrift Plan accepting any transfer under this Section 4.03, VRM shall provide Acquiror with an IRS letter ruling addressed to VRM, an IRS Determination Letter or an opinion of counsel satisfactory to Acquiror confirming the permissibility of the transfers under applicable law. (b) VRM and the Company shall cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and any applicable securities laws, implementing all appropriate communications with Company Thrift Plan participants, transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section and to permit the timely effectuation of Thrift Plan Transfers. (c) From and after the time when VRM becomes Sponsor of the Company Thrift Plan, VRM and the VRM Thrift Plan shall be solely responsible for all Liabilities of the Company under the Company Thrift Plan arising after the Time of Distribution to or with respect to VRM Participants, Company Former Employees, and Company Employees who have elected to maintain their account balances in the VRM Thrift Plan, except that the Company shall be responsible for any Liabilities arising under Section 5.2 of the Company Thrift Plan with respect to any Participant Basic Contribution (as such term is defined in the Company Thrift Plan) for any Company Employee made with respect to any period of employment prior to the Time of Distribution. The VRM Group and the VRM Thrift Plan shall be solely responsible for all Liabilities arising out of or relating to the VRM Thrift Plan.

Thrift Plan. (a) The Company and VRM shall take all action necessary ----------- or appropriate (including amending appropriate Company Plans, including, without limitation, the Company Thrift Plan) so that (i) effective as of the Time of Distribution, VRM shall become the Sponsor (as defined in the Company Thrift Plan) of the Company Thrift Plan (such plan, following such event, is hereinafter referred to as the "VRM Thrift Plan"), and in such capacity assume responsibility for maintaining the VRM Thrift Plan, and (ii) immediately following the Time of Distribution, each Company Employee in the VRM Thrift Plan shall be entitled, in connection with the transactions contemplated by the Merger Agreement and to the extent permissible by applicable law and the Plan, to direct the trustee of the VRM Thrift Plan to take any of the following actions with respect to the Company Employee's account (including all Company contributions thereto, whether previously vested or nonvested, and the earnings thereon) in the VRM Thrift Plan: (A) maintain the account in the VRM Thrift Plan; (B) transfer the account to a qualified Individual Retirement Account held in the name of such Participant; (C) transfer the account to the Merger Partner Thrift Plan; or (D) receive a distribution of the account. The transfers described in clauses (ii)(B) and (C) of this paragraph (each a "Thrift Plan Transfer") shall be effected in cash, except that the Merger Partner Thrift Plan may accept promissory notes evidencing any outstanding participant loans. As a condition to the Merger Partner Thrift Plan accepting any transfer under this Section 4.03, VRM shall provide Acquiror with an IRS letter ruling addressed to VRM, an IRS Determination Letter or an opinion of counsel satisfactory to Acquiror confirming the permissibility of the transfers under applicable law. (b) VRM and the Company shall cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and any applicable securities laws, implementing all appropriate communications with Company Thrift Plan participants, transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section and to permit the timely effectuation of Thrift Plan Transfers. (c) From and after the time when VRM becomes Sponsor of the Company Thrift Plan, VRM and the VRM Thrift Plan shall be solely responsible for all Liabilities of the Company under the Company Thrift Plan arising after the Time of Distribution to or with respect to VRM Participants, Company Former Employees, and Company Employees who have elected to maintain their account balances in the VRM Thrift Plan, except that the Company shall be responsible ------ for any Liabilities arising under Section 5.2 of the Company Thrift Plan with respect to any Participant Basic Contribution (as such term is defined in the Company Thrift Plan) for any Company Employee made with respect to any period of employment prior to the Time of Distribution. The VRM Group and the VRM Thrift Plan shall be solely responsible for all Liabilities arising out of or relating to the VRM Thrift Plan.