SHALL BE REFERRED TO HEREIN AS THE "COMPANY
EMPLOYEES."
EXCEPT AS PROVIDED IN AN EMPLOYMENT CONTRACT WITH ANY COMPANY
EMPLOYEE OR AS REQUIRED BY THE TERMS OF AN ASSUMED BENEFIT PLAN (AS DEFINED
BELOW), OFFERS OF EMPLOYMENT TO COMPANY EMPLOYEES WHOSE EMPLOYMENT RIGHTS ARE
SUBJECT TO A CBA AS OF THE CLOSING DATE SHALL BE IN ACCORDANCE WITH THE
APPLICABLE TERMS OF SUCH CBA AND THE COMPANY'S OBLIGATIONS UNDER THE LABOR
MANAGEMENT RELATIONS ACT, 29 U.S.C. § 141, ET SEQ., AND OFFERS OF EMPLOYMENT TO
ALL OTHER COMPANY EMPLOYEES SHALL BE ON AN AT-WILL BASIS.
(B)
EFFECTIVE AS OF THE CLOSING DATE, EACH OF
MCBC AND SABMILLER SHALL, OR SHALL HAVE CAUSED ONE OF ITS RESPECTIVE AFFILIATES
TO, ESTABLISH A DEFINED CONTRIBUTION PLAN AND TRUST FOR THE BENEFIT OF THE
EXCLUDED CBC EMPLOYEES AND EXCLUDED MILLER EMPLOYEES, RESPECTIVELY (EACH SUCH
401(K) PLAN REFERRED TO HEREIN AS A "PARENT 401(K) PLAN").
EACH OF MCBC AND
SABMILLER SHALL BE RESPONSIBLE FOR TAKING ALL NECESSARY, REASONABLE AND
APPROPRIATE ACTION TO ESTABLISH, MAINTAIN AND ADMINISTER ITS RESPECTIVE PARENT
401(K) PLAN SO THAT IT IS QUALIFIED UNDER SECTION 401(A) OF THE CODE AND SO THAT
THE RELATED TRUST THEREUNDER IS EXEMPT FROM SECTION 501(A) OF THE CODE.
EACH OF
MCBC AND SABMILLER (ACTING DIRECTLY OR THROUGH ITS AFFILIATES) SHALL BE
RESPONSIBLE FOR ANY AND ALL LIABILITIES (INCLUDING LIABILITY FOR FUNDING) AND
OTHER OBLIGATIONS WITH RESPECT TO ITS RESPECTIVE PARENT 401(K) PLAN.
EFFECTIVE
AS OF THE CLOSING DATE, EACH OF MCBC AND SABMILLER SHALL CAUSE THE ACCOUNT
(INCLUDING ANY OUTSTANDING LOAN BALANCES) OF EACH EXCLUDED CBC EMPLOYEE AND
EXCLUDED MILLER EMPLOYEE, RESPECTIVELY, IF ANY, IN THE APPLICABLE 401(K) PLAN OF
THE CBC GROUP AND MILLER GROUP, RESPECTIVELY, IN WHICH SUCH EMPLOYEE
PARTICIPATES AND ALL OF THE ASSETS IN SUCH 401(K) PLAN THAT ARE ATTRIBUTABLE
THERETO, IF ANY, TO BE TRANSFERRED IN-KIND TO THE RESPECTIVE PARENT 401(K) PLAN,
AND EACH OF MCBC AND SABMILLER SHALL CAUSE ITS RESPECTIVE PARENT 401(K) PLAN TO
ACCEPT SUCH TRANSFER, TO ASSUME AND TO FULLY PERFORM, PAY AND DISCHARGE ALL
OBLIGATIONS OF THE APPLICABLE 401(K) PLAN RELATING TO THE ACCOUNTS OF SUCH
EXCLUDED CBC EMPLOYEES AND EXCLUDED MILLER EMPLOYEES, RESPECTIVELY, AS
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OF THE CLOSING DATE.
THE TRANSFER OF ASSETS DESCRIBED IN THIS
SECTION 6.06(B) SHALL BE CONDUCTED IN ACCORDANCE WITH SECTION 414(L) OF THE
CODE, TREASURY REGULATION SECTION 1.414(1)-1, AND SECTION 208 OF ERISA.
(C)
FOR THE PERIOD COMMENCING ON THE CLOSING
DATE AND ENDING ON THE TWO-YEAR ANNIVERSARY THEREOF, THE COMPANY SHALL PROVIDE
TO EACH COMPANY EMPLOYEE WHO EXPERIENCES AN INVOLUNTARY TERMINATION OF
EMPLOYMENT, SEVERANCE BENEFITS BASED ON A SEVERANCE BENEFIT FORMULA THAT IS NO
LESS FAVORABLE THAN THE SEVERANCE BENEFIT FORMULA THAT WOULD HAVE APPLIED TO
SUCH COMPANY EMPLOYEE UPON A TERMINATION OF EMPLOYMENT UNDER THE SAME
CIRCUMSTANCES IMMEDIATELY PRIOR TO THE CLOSING PURSUANT TO THE SEVERANCE PROGRAM
OR POLICY APPLICABLE TO SUCH COMPANY EMPLOYEE IMMEDIATELY PRIOR TO THE CLOSING
DATE; PROVIDED, THAT SUCH SEVERANCE BENEFITS SHALL BE DETERMINED WITHOUT TAKING
INTO ACCOUNT ANY REDUCTION AFTER THE CLOSING