Common use of U.S. Defined Contribution Plans Clause in Contracts

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. (a) Effective as As of the Equity Sale Closing Applicable Transfer Time, (i) the active participation of Buyer shall cover (or cause to be covered) each US Spinco Transferred Employee who is a participant based primarily in the Remainco Retirement Plan shall automatically cease, United States 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 any 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”), plan and receive under the Buyer Group Retirement Plan that is qualified trust intended to qualify under Section 401(a) of the Code employer contributions sponsored by Seller or any of its Affiliates (including matching collectively, the “Seller DC Plan”) under one or more defined contribution plans and nontrusts intended to qualify under Section 401(a) of the Code (collectively, the “Buyer DC Plan”) on terms that reflect the service credit provisions of Section 9.10 and (ii) Seller shall (x) cause such Transferred Employees to vest in full in respect of account balances of such Seller DC Plan and (y) make any pro-elective contributions) at levels that are no less favorable than rata employer contributions to the Seller DC Plan for the plan year in which similarly situated employees of Merger Partner were eligible for immediately the Applicable Transfer Time occurs and which relate to service or employee salary deferral contributions on or prior to the Equity Sale Closing Applicable Transfer Time, whether or not required to be made on or prior to the Applicable Transfer Time under the Seller DC Plan; provided, however, that such contributions shall not be required to the extent they would cause the Seller DC Plan to violate Section 415 or the applicable non-discrimination provisions of the Code. (cb) As soon as reasonably administratively practicable following after the Closing DateApplicable Transfer Time, Buyer shall, or Seller shall cause another member of the Seller DC Plan to transfer to the Buyer Group toDC Plan, and Buyer shall cause the Buyer Group Retirement DC Plan to accept rollovers elected by each Spinco Employee in the United States from the Remainco Retirement Plan Seller DC Plan, in direct rollovers to a trust-to-trust transfer, the Buyer Group Retirement Plan account balance (including rollovers promissory notes evidencing outstanding loans) 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 each Transferred Employee referred to in Section 9.06(a), and permitted Buyer and Seller shall cooperate in accordance completing and making all filings required or appropriate under the Code or ERISA in connection with applicable Lawsuch transfer.

U.S. Defined Contribution Plans. (a) Effective as As of the Equity Sale Closing Applicable Transfer Time, (i) the active participation of each US Spinco Transferred Employee who is a participant based primarily in the Remainco Retirement Plan United States shall automatically cease, and no US Spinco Transferred Employee shall thereafter accrue any benefits be fully vested in his or her account balances 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”), plan and receive under the Buyer Group Retirement Plan that is qualified trust intended to qualify under Section 401(a) of the Code employer contributions that is sponsored by Seller or any of its Affiliates (including matching collectively, the “Seller DC Plan”). Effective as of the Applicable Transfer Time or any subsequent date reasonably requested by Buyer (but not later than the 90th day following the Applicable Transfer Time), each such Transferred Employee shall be eligible to elect a “direct rollover” (as described in Section 401(a)(31) of the Code) of his or her account balances (other than participant loans, which are addressed in the next sentence) under the Seller DC Plan to a defined contribution plan and non-elective contributionstrust intended to qualify under Section 401(a) at levels of the Code that is sponsored by Buyer or one of its Affiliates, in the form of cash (the “Buyer DC Plan”). Seller and Buyer shall cooperate in good faith and use commercially reasonable efforts to enable each such Transferred Employee to be eligible to elect a direct rollover of any participant loans under the Seller DC Plan, in the form of participant loan notes, to the Buyer DC Plan (provided such loan is current on payments) or to replace such loan under the Buyer DC Plan. (b) During the Relevant Period, the Buyer DC Plan shall provide benefits to each such Transferred Employee that are no not less favorable than employer contributions to which similarly situated employees of Merger Partner were eligible for the benefits provided under the Seller DC Plan as in effect immediately prior to the Equity Sale Closing Time. Applicable Transfer Time with respect to the availability and amounts of loans, the employer matching contribution and the vesting schedule (cexcept that Buyer need not utilize the same method of calculating service going forward) As soon for such contribution as reasonably practicable following reflected in the Closing Date, Buyer shall, or shall cause another member summary plan descriptions (including the appendices thereto) of the Seller DC Plan that have been provided to Buyer, but not with respect to form of benefits; provided, however, that Buyer Group toshall have no obligation to make any employer matching contribution to the Buyer DC Plan on behalf of any Transferred Employee to the extent that such employer matching contribution would, in the reasonable judgment of Buyer, cause the Buyer Group Retirement DC Plan or Buyer to accept rollovers elected by each Spinco Employee in the United States from the Remainco Retirement Plan in direct rollovers fail 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 comply with applicable nondiscrimination requirements under the Code or other Applicable Law.