U.S. Defined Contribution Plans Clause Samples
The 'U.S. Defined Contribution Plans' clause establishes the rules and obligations related to retirement savings plans in which employees and/or employers contribute a set amount to individual accounts, such as 401(k) or 403(b) plans. This clause typically outlines eligibility, contribution limits, vesting schedules, and the responsibilities of both parties regarding plan administration and compliance with U.S. law. Its core function is to ensure that both employers and employees understand their rights and duties concerning retirement plan contributions, thereby promoting legal compliance and financial security for participants.
U.S. Defined Contribution Plans. Effective as of January 1, 2024, (i) (A) Parent shall transfer from the BorgWarner Inc. Retirement Savings Plan (the “BW RSP”) to a tax-qualified defined contribution plan sponsored by SpinCo or another member of the SpinCo Group (the “RSP Mirror Plan”) all Assets and Liabilities under the BW RSP with respect to Employees, Former Employees and Legacy Former Employees and (B) the RSP Mirror Plan shall assume all such Assets and Liabilities from the BW RSP, (ii) (A) Parent shall transfer from the Deferred Plans to comparable plans sponsored by SpinCo or another member of the SpinCo Group (the “Mirror Deferred Compensation Plans”) all Liabilities under the Deferred Plans with respect to Employees and Former Employees and (B) the Mirror Deferred Compensation Plans shall assume all such Liabilities from the Deferred Compensation Plans, and (iii) SpinCo shall assume, and shall cause any other SpinCo Group member that sponsors the RSP Mirror Plan or a Mirror Deferred Compensation Plan to assume, all responsibility for funding and paying (or causing to be paid) the transferred Liabilities described in this Section 5(b) for any such plan that SpinCo or such other member sponsors. For the avoidance of doubt, the Assets and Liabilities to be transferred with respect to the BW RSP shall include the allocable portion (in proportion to the aggregate account balances transferred to the RSP Mirror Plan) of the forfeiture account and revenue account accumulation held in the BW RSP as of January 1, 2024 (net of any applicable estimated unpaid plan expenses for the most recently completed plan year), and promissory notes evidencing plan loans, and neither the transfers described in this Section 5(b), nor the Distribution Date, shall be treated as a “separation from service” as defined under Treasury Regulation s. 1.409A-1(h) for purposes of the Deferred Plans and the Mirror Deferred Compensation Plans or as a “severance from employment” within the meaning of Treasury Regulation s. 1.401(k)-1(d)(2) for purposes of the RSP. After the transfer of Assets and Liabilities has occurred with respect to the BW RSP and the RSP Mirror Plan as contemplated by this paragraph, if on further review it is determined and agreed upon by the Parties that an incorrect amount of assets was transferred, there shall be a corresponding adjustment to correct any such mistake. The Liabilities transferred in accordance with this Section 5(b) shall cease to be Liabilities of the BW RSP (and the BW RSP ...
U.S. Defined Contribution Plans. (a) Western Union ISP.
U.S. Defined Contribution Plans. Except as otherwise specifically set forth herein, the terms of this Article IX apply solely to Employees who work primarily in the U.S.
U.S. Defined Contribution Plans. As soon as practicable after the Closing Date, account balances as of the Closing Date of each Continuing Employee who participates in The Spectrum Brands 401(k) Retirement Savings Plan (the “Seller Defined Contribution Plan”), including any outstanding participant loans, shall be transferred to a qualified defined contribution plan of Buyer or one of its Affiliates. Such transfer shall be effected in accordance with Applicable Law. During the Continuation Period, Buyer shall or shall cause its Affiliates to provide each Continuing Employee who participated in the Seller Defined Contribution Plan with the maximum potential employer matching contribution provided to similarly situated employees of Buyer who are not Continuing Employees.
U.S. Defined Contribution Plans. (a) Effective as of the Equity Sale Closing Time, (i) the active participation of each US Spinco Transferred Employee who is a participant in the Remainco Retirement Plan shall automatically cease, and no US Spinco Transferred Employee shall thereafter accrue any benefits under any such Remainco Retirement Plan; and (ii) Remainco shall cause each US Spinco Transferred Employee’s account balance under such Remainco Retirement Plan to fully vest.
(b) Buyer shall, or shall cause another member of the Buyer Group to, cause, effective as of the Merger Effective Time, each US Spinco Transferred Employee who participated in the Remainco Retirement Plan immediately prior to the Equity Sale Closing Time to be eligible to commence participation in one or more defined contribution plans that include a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (any such plan, a “Buyer Group Retirement Plan”), and receive under the Buyer Group Retirement Plan that is qualified under Section 401(a) of the Code employer contributions (including matching and non-elective contributions) at levels that are no less favorable than employer contributions to which similarly situated employees of Merger Partner were eligible for immediately prior to the Equity Sale Closing Time.
(c) As soon as reasonably practicable following the Closing Date, Buyer shall, or shall cause another member of the Buyer Group to, cause the Buyer Group Retirement Plan to accept rollovers elected by each Spinco Employee in the United States from the Remainco Retirement Plan in direct rollovers to the Buyer Group Retirement Plan (including rollovers of plan participant loans); provided that such Remainco Retirement Plan permits such a direct rollover and if such direct rollover is elected by such US Spinco Transferred Employee and permitted in accordance with applicable Law.
U.S. Defined Contribution Plans. As of the Applicable Transfer Time, Buyer shall cover (or cause to be covered) each Transferred Employee who is based primarily in the United States under one or more defined contribution plans and trusts intended to qualify under Section 401(a) of the Code (collectively, the “Buyer DC Plan”) on a basis substantially similar to the basis on which such employee participated in any defined contribution plan and trust intended to qualify under Section 401(a) of the Code that is sponsored by Seller or any of its Affiliates (collectively, the “Seller DC Plan”)) and on terms that reflect the service credit provisions of Section 9.09; provided that as of the Applicable Transfer Time, all such Transferred Employees will be fully vested in their account balances under the Seller DC Plan. Effective as of the Applicable Transfer Time or any subsequent date reasonably requested by Buyer (but not later than the 60th day following the Applicable Transfer Time), all such Transferred Employees shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of their account balances (including participant loans) under the Seller DC Plan to the Buyer DC Plan in the form of cash and participant loan notes.
U.S. Defined Contribution Plans. Effective as of the Distribution Effective Time, (i) the active participation of each US Spinco Transferred Employee who is a participant in the Remainco
U.S. Defined Contribution Plans. With respect to each Transferred Employee who, as of immediately prior to the Applicable Transfer Date, participates in a defined contribution plan that is intended to qualify under Section 401(a) of the Code and that is sponsored by Seller or a Retained Subsidiary (a “Seller DC Plan”), Buyer shall (or shall cause one of its Affiliates to), as soon as administratively practicable following the Applicable Transfer Date, (a) cover such Transferred Employee under a defined contribution plan that is intended to qualify under Section 401(a) of the Code and that is sponsored by Buyer or one of its Affiliates (a “Buyer DC Plan”) and (b) cause a Buyer DC Plan to accept a direct trustee-to-trustee transfer of the full value of the accounts (including participant loans) of such Transferred Employee from the Seller DC Plans and, as of such date Seller has caused the Seller DC Plan to transfer to the trust of Buyer DC Plan cash, assets or a combination thereof in an amount equal to the Seller DC Plan account balances of the Transferred Employees (including any promissory notes evidencing outstanding loan balances under the Seller DC Plan) as of the valuation date immediately preceding such transfer.
U.S. Defined Contribution Plans. (a) Employees’ 401(k) Plan.
(1) Establishment of Halyard 401(k) Plan. Effective as of the Distribution Date, (i) participation in the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation 401(k) and Profit Sharing Plan will cease for all Transferred Employees and other Business Employees, and (ii) Halyard shall adopt and establish a Pension Plan and trust qualified under sections 401(a), 401(k) and 501(a) of the Code (the “Halyard 401(k) Plan”) that is substantially similar (except as may be agreed upon between ▇▇▇▇▇▇▇▇-▇▇▇▇▇ and Halyard) to the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Corporation 401(k) and Profit-Sharing Plan and trust immediately prior to the Distribution Date (the “K-C 401(k) Plan”). Halyard shall assume and thereafter be solely responsible for all then existing or future employer liabilities related to Transferred Employees and other Business Employees under the Halyard 401(k) Plan and the administration thereof. As soon as practicable after the adoption of the Halyard 401(k) Plan, Halyard shall submit an application to the IRS for a determination regarding the qualification of the Halyard 401(k) Plan and shall take any actions not inconsistent with Halyard’s other general commitments contained in this Agreement and make any amendments necessary to receive a favorable determination letter. All existing participant elections for Transferred Employees and other Business Employees (and their beneficiaries and alternate payees) under the K-C 401(k) Plan, including without limitation, beneficiary designations, deferral elections, investment elections and form of payment elections shall continue in full force and effect under the Halyard 401(k) Plan, until otherwise changed pursuant to the terms of the Halyard 401(k) Plan, except that any investment election for the Employer Stock Fund shall be deemed instead to be an election for the Target Date Fund, until otherwise changed by the participant.
U.S. Defined Contribution Plans. On or prior to the Closing Date, Seller shall transfer sponsorship of the Transtar, LLC Savings Plan for Represented Employees (the “Transtar 401(k) Plan”) to the Company. Buyer shall continue to make available to Company Employees the Transtar 401(k) Plan for the duration of the Continuation Period, with terms and conditions equal to or more favorable than those terms and conditions contained in the Transtar 401(k) Plan prior to the Closing.