LIABILITIES RELATED TO ACTIVE SPINCO EMPLOYEES AND FORMER SPINCO EMPLOYEES
ARISING ON OR AFTER THE DISTRIBUTION DATE RELATING TO EMPLOYMENT WITH ANY
AFFILIATE OF SPINCO; AND (III) ALL OTHER LIABILITIES RELATED TO, ARISING OUT OF,
OR RESULTING FROM OBLIGATIONS, LIABILITIES AND RESPONSIBILITIES ASSUMED OR
RETAINED BY SPINCO UNDER THIS AGREEMENT OR A PLAN SPONSORED OR MAINTAINED BY
SPINCO.
ARTICLE III
SAVINGS PLANS
3.1
TRANSITION PERIOD
(A)
SPINCO WILL TAKE ALL SUCH ACTIONS AS ARE
NECESSARY TO ADOPT THE SUPPLIER SAVINGS PLAN, EFFECTIVE AS OF THE DISTRIBUTION
DATE, AS ANOTHER PARTICIPATING "EMPLOYER," WITHIN THE MEANING OF THE SUPPLIER
SAVINGS PLAN; SUCH ADOPTION SHALL BE LIMITED BY THIS AGREEMENT AND SHALL SOLELY
RELATE TO THE SPINCO EMPLOYEES AND ANY NEW EMPLOYEES OF SPINCO WHO BECOME
ELIGIBLE TO PARTICIPATE IN THE SUPPLIER SAVINGS PLAN.
SUPPLIER HEREBY CONSENTS
TO THE ADOPTION OF THE PLAN BY SPINCO AND AGREES TO TAKE ALL SUCH ACTIONS AS ARE
REASONABLY NECESSARY TO FACILITATE THE ADOPTION OF THE PLAN BY SPINCO.
SUPPLIER
AND SPINCO AGREE TO COOPERATE AND SHARE THE COSTS ON A PRO RATA BASIS
(DETERMINED BY NUMBER OF PARTICIPANTS IN THE SAVINGS PLAN WHO ARE ACTIVE OR
FORMER SPINCO OR SUPPLIER EMPLOYEES) OF (I) COMMUNICATING WITH THE TRUSTEE,
RECORDKEEPERS AND ALL OTHER PROVIDERS WITH RESPECT TO THE SUPPLIER SAVINGS PLAN,
AND (II) COMMUNICATING WITH SUPPLIER SAVINGS PLAN PARTICIPANTS, INCLUDING
PROVIDING ANY SUMMARY OF MATERIAL MODIFICATIONS NECESSARY UNDER ERISA.
4
(B)
SPINCO AND SUPPLIER ACKNOWLEDGE AND
UNDERSTAND THAT THE SUPPLIER SAVINGS PLAN WILL BE A "MULTIPLE EMPLOYER PLAN"
WITHIN THE MEANING OF SECTION 413(C) OF THE CODE FOR THE PERIOD THAT BOTH SPINCO
AND SUPPLIER PARTICIPATE IN THE PLAN SIMULTANEOUSLY.
(C)
SPINCO HEREBY AGREES TO: (I) TO WITHHOLD
ALL ELECTIVE DEFERRALS, AND MAKE ANY REQUIRED MATCHING CONTRIBUTIONS AS
DESCRIBED IN THE SUPPLIER SAVINGS PLAN, AND DELIVER THEM TO THE TRUSTEE OF THE
SUPPLIER SAVINGS PLAN; (II) IN ITS DISCRETION, MAKE ANY OTHER CONTRIBUTIONS
(SUCH AS QUALIFIED NON-ELECTIVE OR QUALIFIED MATCHING CONTRIBUTIONS) AS
DESCRIBED IN THE SUPPLIER SAVINGS PLAN, AND DELIVER THEM TO THE TRUSTEE OF THE
PLAN; (III) PROVIDE SPINCO EMPLOYEES WHO ARE PARTICIPANTS IN THE SUPPLIER
SAVINGS PLAN (OR BECOME PARTICIPANTS) WITH ACCESS TO THEIR ACCOUNTS AND
OPPORTUNITY TO MAKE INVESTMENT FUND ELECTIONS IN ACCORDANCE WITH THE TERMS OF
THE PLAN; AND (IV) ACCOUNT FOR ALL HOURS OF SERVICE EARNED UNDER THE SUPPLIER
SAVINGS PLAN, HIRINGS, TERMINATIONS AND ATTAINMENT OF ELIGIBILITY UNDER THE
SUPPLIER SAVINGS PLAN, AND COMMUNICATE SUCH EVENTS AS NECESSARY WITH THE
RECORDKEEPER OR TRUSTEE OF THE SUPPLIER SAVINGS PLAN.
(D)
SUPPLIER, AS THE PRIMARY EMPLOYER UNDER THE
SUPPLIER SAVINGS PLAN, HEREBY AGREES TO RETAIN SOLE RESPONSIBILITY FOR (I)
AMENDING THE SUPPLIER SAVINGS PLAN FOR PURPOSES OF MAINTAINING TAX-QUALIFICATION
UNDER THE CODE AND COMPLIANCE WITH THE PROVISIONS OF ERISA; (II) COMMUNICATING
WITH THE RECORDKEEPER, TRUSTEE, CUSTODIAN AND OTHER SIMILAR SERVICE PROVIDERS
FOR THE SUPPLIER SAVINGS PLAN (EXCEPT AS SET FORTH ABOVE); AND (III) (A)
CORRECTING ANY QUALIFICATION FAILURES OR PLAN DOCUMENT FAILURES (AS DESCRIBED IN
THE IRS EMPLOYEE PLANS COMPLIANCE RESOLUTION SYSTEM), AND (B)