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)