Allocation of Assets and Liabilities. The assets and ------------------------------------ liabilities of the ▇▇▇▇▇ Salaried Plan and the ▇▇▇▇▇ Hourly Plan shall be allocated between ▇▇▇▇▇ and Circor as described herein: (a) ▇▇▇▇▇ Salaried Plan. The assets and liabilities of the ▇▇▇▇▇ ------------------- Salaried Plan shall be allocated between ▇▇▇▇▇ and Circor, and the assets and liabilities allocated to Circor shall be transferred to the Circor Salaried Plan, based upon the following methodology: (1) the total value of plan assets of the ▇▇▇▇▇ Salaried Plan as of the Distribution Date shall be determined by adding (i) the fair market value of the assets of such plan as of the Distribution Date and (ii) the portion of the minimum required contribution for the 1999 plan year for such plan which has not yet been contributed to such plan by the Distribution Date; (2) the plan termination liability (the "PTL") shall be determined for the ▇▇▇▇▇ Salaried Plan as of the Distribution Date ("Total Salaried Plan PTL"). The PTL shall be the amount of benefits that would be provided as benefits to participants in the ▇▇▇▇▇ Salaried Plan pursuant to Section 4044 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder if the plan terminated, using the assumptions used by the Pension Benefit Guaranty Corporation as of the Distribution Date as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii). The Total Salaried Plan PTL determined for the ▇▇▇▇▇ Salaried Plan shall be bifurcated into (1) the PTL of the group of participants in the ▇▇▇▇▇ Salaried Plan who will become employees of the Circor Group immediately following the Distribution (the "Circor Salaried Plan PTL"), and (2) the difference between the Total Salaried Plan PTL less the Circor Salaried Plan PTL (the "Non-Circor Salaried Plan PTL"); (i) If the total value of plan assets of the ▇▇▇▇▇ Salaried Plan is greater than or equal to the Total Salaried Plan PTL, a portion of such assets shall be allocated to Circor by multiplying the total amount of such assets by a fraction, the numerator of which is the Circor Salaried Plan PTL and the denominator of which is the Total Salaried Plan PTL. (ii) If the total value of plan assets of the ▇▇▇▇▇ Salaried Plan is less than the Total Salaried Plan PTL, the portion of plan assets which shall be allocated to ▇▇▇▇▇ and Circor shall be based on the priority categories under Section 4044 of ERISA, as required by Treas. Reg. Section 1.414(l)- 1(b)(5)(ii). (4) Within a reasonable time after the assets of the ▇▇▇▇▇ Salaried Plan have been allocated as set forth above, the amount of assets allocated to Circor which shall be transferred in cash or in kind to the Circor Salaried Plan on the Salaried Plan Transfer Date (as defined herein) shall be equal to the sum of the amount allocated to Circor as of the Distribution Date, plus a pro-rata amount of the investment return earned by the ▇▇▇▇▇ Salaried Plan from the Distribution Date to the most recent monthly statement date prior to the Salaried Plan Transfer Date, plus interest, at a rate equal to the average of the daily 3-month Treasury ▇▇▇▇ rates which are published each business day in the Wall Street Journal for the period of time beginning on the first business day after the most recent monthly statement date and ending on the last business day before the Salaried Plan Transfer Date, on such allocated assets from the most recent monthly statement date to the Salaried Plan Transfer Date, less Salaried Plan Allocated Benefit Payments (as defined herein) and Salaried Plan Allocated Expenses (as defined herein) from the Distribution Date to the Salaried Plan Transfer Date. For purposes hereof, the "Salaried Plan Transfer Date" shall be defined as the date that plan assets from the ▇▇▇▇▇ Salaried Plan are transferred to the trust for the Circor Salaried Plan, which date shall occur as soon as reasonably practicable following receipt by Circor of a favorable determination letter from the Internal Revenue Service to the effect that the Circor Salaried Plan meets the qualification requirements of Code Section 401(a) or an opinion from Circor's legal counsel which is reasonably satisfactory to ▇▇▇▇▇ to the effect that the Circor Salaried Plan meets the qualification requirements of Code Section 401(a). For purposes hereof, "Salaried Plan Allocated Benefit Payments" shall be equal to any benefit payments made under the ▇▇▇▇▇ Salaried Plan to or in respect of any individual who was a participant in such plan as of the Distribution, who is an employee of the Circor Group immediately following the Distribution and who becomes eligible for benefit payments following the Distribution but prior to the Salaried Plan Transfer Date. For purposes hereof, "Salaried Plan Allocated Expenses" shall be equal to any administrative expenses paid by the trust of the ▇▇▇▇▇ Salaried Plan after the Distribution which are attributable to the administration of the ▇▇▇▇▇ Salaried Plan with respect to participants in the ▇▇▇▇▇ Salaried Plan as of the Distribution who are employees of the Circor Group immediately following the Distribution, including, but not limited to, PBGC premium payments, consulting fees or accounting fees. Notwithstanding the foregoing, ▇▇▇▇▇ shall pay any and all expenses associated with the allocation and transfer of assets from the ▇▇▇▇▇ Salaried Plan to the Circor Salaried Plan. (b) ▇▇▇▇▇ Hourly Plan. The assets and liabilities of the ▇▇▇▇▇ Hourly ----------------- Plan shall be allocated between ▇▇▇▇▇ and Circor, and the assets and liabilities allocated to Circor shall be transferred to the Circor Hourly Plan, based upon the following methodology: (1) the total value of plan assets of the ▇▇▇▇▇ Hourly Plan as of the Distribution Date shall be determined by adding (i) the fair market value of the assets of such plan as of the Distribution Date and (ii) the portion of the minimum required contribution for the 1999 plan year for such plan which has not yet been contributed to such plan by the Distribution Date; (2) the plan termination liability (the "PTL") shall be determined for the ▇▇▇▇▇ Hourly Plan as of the Distribution Date ("Total Hourly Plan PTL"). The PTL shall be the amount of benefits that would be provided as benefits to participants in the ▇▇▇▇▇ Hourly Plan pursuant to Section 4044 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder if the plan terminated, using the assumptions used by the Pension Benefit Guaranty Corporation as of the Distribution Date as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii). The Total Hourly Plan PTL determined for the ▇▇▇▇▇ Hourly Plan shall be bifurcated into (1) the PTL of the group of participants in the ▇▇▇▇▇ Hourly Plan who will become employees of the Circor Group immediately following the Distribution (the "Circor Hourly Plan PTL"), and (2) the difference between the Total Hourly Plan PTL less the Circor Hourly Plan PTL (the "Non-Circor Hourly Plan PTL"); (i) If the total value of plan assets of the ▇▇▇▇▇ Hourly Plan is greater than or equal to the Total Hourly Plan PTL, a portion of such assets shall be allocated to Circor by multiplying the total amount of such assets by a fraction, the numerator of which is the Circor Hourly Plan PTL and the denominator of which is the Total Hourly Plan PTL. (ii) If the total value of plan assets of the ▇▇▇▇▇ Hourly Plan is less than the Total Hourly Plan PTL, the portion of plan assets which shall be allocated to ▇▇▇▇▇ and Circor shall be based on the priority categories under Section 4044 of ERISA, as required by Treas. Reg. Section 1.414(l)- 1(b)(5)(ii). (4) Within a reasonable time after the assets of the ▇▇▇▇▇ Hourly Plan have been allocated as set forth above, the amount of assets allocated to Circor which shall be transferred in cash or in kind to the Circor Hourly Plan on the Hourly Plan Transfer Date (as defined herein) shall be equal to the sum of the amount allocated to Circor as of the Distribution Date, plus a pro-rata amount of the investment return earned by the ▇▇▇▇▇ Hourly Plan from the Distribution Date to the most recent monthly statement date prior to the Hourly Plan Transfer Date, plus interest, at a rate equal to the average of the daily 3-month Treasury ▇▇▇▇ rates which are published each business day in the Wall Street Journal for the period of time beginning on the first business day after the most recent monthly statement date and ending on the last business day before the Hourly Plan Transfer Date, on such allocated assets from the most recent monthly statement date to the Hourly Plan Transfer Date, less Hourly Plan Allocated Benefit Payments (as defined herein) and Hourly Plan Allocated Expenses (as defined herein) from the Distribution Date to the Hourly Plan Transfer Date. For purposes hereof, the "Hourly Plan Transfer Date" shall be defined as the date that plan assets from the ▇▇▇▇▇ Hourly Plan are transferred to the trust for the Circor Hourly Plan, which date shall occur as soon as reasonably practicable following receipt by Circor of a favorable determination letter from the Internal Revenue Service to the effect that the Circor Hourly Plan meets the qualification requirements of Code Section 401(a) or an opinion from Circor's legal counsel which is reasonably satisfactory to ▇▇▇▇▇ to the effect that the Circor Hourly Plan meets the qualification requirements of Code Section 401(a). For purposes hereof, "Hourly Plan Allocated Benefit Payments" shall be equal to any benefit payments made under the ▇▇▇▇▇ Hourly Plan to or in respect of any individual who was a participant in such plan as of the Distribution, who is an employee of the Circor Group immediately following the Distribution and who becomes eligible for benefit payments following the Distribution but prior to the Hourly Plan Transfer Date. For purposes hereof, "Hourly Plan Allocated Expenses" shall be equal to any administrative expenses paid by the trust of the ▇▇▇▇▇ Hourly Plan after the Distribution which are attributable to the administration of the ▇▇▇▇▇ Hourly Plan with respect to participants in the ▇▇▇▇▇ Hourly Plan as of the Distribution who are employees of the Circor Group immediately following the Distribution, including, but not limited to, PBGC premium payments, consulting fees or accounting fees. Notwithstanding the foregoing, ▇▇▇▇▇ shall pay any and all expenses associated with the allocation and transfer of assets from the ▇▇▇▇▇ Hourly Plan to the Circor Hourly Plan.
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Allocation of Assets and Liabilities. The assets and ------------------------------------ liabilities of the three tax-qualified retirement plans currently maintained by ▇▇▇▇▇ Salaried Plan and the ▇▇▇▇▇ Hourly Plan shall be allocated between ▇▇▇▇▇ and Circor as described herein:
(a) ▇▇▇▇▇ Salaried Plan. The assets and liabilities of the ▇▇▇▇▇ ------------------- Salaried Plan shall be allocated between ▇▇▇▇▇ and Circor, and the assets and liabilities allocated to Circor shall be transferred to the Circor Salaried Plan, based upon the following methodology:
(1) the total value of plan assets of the ▇▇▇▇▇ Salaried Plan as of the Distribution Date shall be determined by adding (i) the fair market value of the assets of such plan as of the Distribution Date and (ii) the portion of the minimum required contribution for the 1999 plan year for such plan which has not yet been contributed to such plan by the Distribution Datedetermined;
(2) the plan termination liability (the "PTL") shall be determined for the ▇▇▇▇▇ Salaried Plan as of the Distribution Date ("Total Salaried Plan PTL")) . The PTL shall be the amount of benefits that would be provided as benefits to participants in the ▇▇▇▇▇ Salaried Plan pursuant to Section 4044 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder if the plan terminated, using the assumptions used by the Pension Benefit Guaranty Corporation as of the Distribution Date as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii). The Total Salaried Plan PTL determined for the ▇▇▇▇▇ Salaried Plan shall be bifurcated into (1) the PTL of the group of participants in the ▇▇▇▇▇ Salaried Plan who will become employees of the Circor Group immediately following the Distribution (the "Circor Salaried Plan PTL"), and (2) the difference between the Total Salaried Plan PTL less the Circor Salaried Plan PTL (the "Non-Circor Salaried Plan PTL");
(i) If the total value of plan assets of the ▇▇▇▇▇ Salaried Plan is greater than or equal to the Total Salaried Plan PTL, a portion of such assets shall be allocated to Circor by multiplying the total amount of such assets by a fraction, the numerator of which is the Circor Salaried Plan PTL and the denominator of which is the Total Salaried Plan PTL.
(ii) If the total value of plan assets of the ▇▇▇▇▇ Salaried Plan is less than the Total Salaried Plan PTL, the portion of plan assets which shall be allocated to ▇▇▇▇▇ and Circor shall be based on the priority categories under Section 4044 of ERISA, as required by Treas. Reg. Section 1.414(l)- 1(b)(5)(ii1.414(l)-1(b)(5)(ii).
(4) Within a reasonable time after the assets of the ▇▇▇▇▇ Salaried Plan have been allocated as set forth above, the amount of assets allocated to Circor which shall be transferred in cash or in kind to the Circor Salaried Plan on the Salaried Plan Transfer Date (as defined herein) shall be equal to the sum of the amount allocated to Circor as of the Distribution Date, plus a pro-rata amount of the investment return earned by the ▇▇▇▇▇ Salaried Plan from the Distribution Date to the most recent monthly statement date prior to the Salaried Plan Transfer Date, plus interest, interest at a rate equal to the average of the daily [3-month Treasury ▇▇▇▇ rates which are published each business day in the Wall Street Journal for the period of time beginning on the first business day after the most recent monthly statement date and ending on the last business day before the Salaried Plan Transfer Date, rate] on such allocated assets from the most recent monthly statement date to the Salaried Plan Transfer Date, less Salaried Plan Allocated Benefit Payments (as defined herein) and Salaried Plan Allocated Expenses (as defined herein) from the Distribution Date to the Salaried Plan Transfer Date. For purposes hereof, the "Salaried Plan Transfer Date" shall be defined as the date that plan assets from the ▇▇▇▇▇ Salaried Plan are transferred to the trust for the Circor Salaried Plan, which date shall occur as soon as reasonably practicable following receipt by Circor of a favorable determination letter from the Internal Revenue Service to the effect that the Circor Salaried Plan meets the qualification requirements of Code Section 401(a) or an opinion from Circor's legal counsel which is reasonably satisfactory to ▇▇▇▇▇ to the effect that the Circor Salaried Plan meets the qualification requirements of Code Section 401(a). For purposes hereof, "Salaried Plan Allocated Benefit Payments" shall be equal to any benefit payments made under the ▇▇▇▇▇ Salaried Plan to or in respect of any individual who was a participant in such plan as of the Distribution, who is an employee of the Circor Group immediately following the Distribution and who becomes eligible for benefit payments following the Distribution but prior to the Salaried Plan Transfer Date. For purposes hereof, "Salaried Plan Allocated Expenses" shall be equal to any administrative expenses paid by the trust of the ▇▇▇▇▇ Salaried Plan after the Distribution which are attributable to the administration of the ▇▇▇▇▇ Salaried Plan with respect to participants in the ▇▇▇▇▇ Salaried Plan as of the Distribution who are employees of the Circor Group immediately following the Distribution, including, but not limited to, PBGC premium payments, consulting fees or accounting fees. Notwithstanding the foregoing, ▇▇▇▇▇ shall pay any and all expenses associated with the allocation and transfer of assets from the ▇▇▇▇▇ Salaried Plan to the Circor Salaried Plan.
(b) ▇▇▇▇▇ Hourly Plan. The assets and liabilities of the ▇▇▇▇▇ Hourly ----------------- Plan shall be allocated between ▇▇▇▇▇ and Circor, and the assets and liabilities allocated to Circor shall be transferred to the Circor Hourly Plan, based upon the following methodology:
(1) the total value of plan assets of the ▇▇▇▇▇ Hourly Plan as of the Distribution Date shall be determined by adding (i) the fair market value of the assets of such plan as of the Distribution Date and (ii) the portion of the minimum required contribution for the 1999 plan year for such plan which has not yet been contributed to such plan by the Distribution Datedetermined;
(2) the plan termination liability (the "PTL") shall be determined for the ▇▇▇▇▇ Hourly Plan as of the Distribution Date ("Total Hourly Plan PTL")) . The PTL shall be the amount of benefits that would be provided as benefits to participants in the ▇▇▇▇▇ Hourly Plan pursuant to Section 4044 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations thereunder if the plan terminated, using the assumptions used by the Pension Benefit Guaranty Corporation as of the Distribution Date as required by Treas. Reg. Section 1.414(l)-1(b)(5)(ii). The Total Hourly Plan PTL determined for the ▇▇▇▇▇ Hourly Plan shall be bifurcated into (1) the PTL of the group of participants in the ▇▇▇▇▇ Hourly Plan who will become employees of the Circor Group immediately following the Distribution (the "Circor Hourly Plan PTL"), and (2) the difference between the Total Hourly Plan PTL less the Circor Hourly Plan PTL (the "Non-Circor Hourly Plan PTL");
(i) If the total value of plan assets of the ▇▇▇▇▇ Hourly Plan is greater than or equal to the Total Hourly Plan PTL, a portion of such assets shall be allocated to Circor by multiplying the total amount of such assets by a fraction, the numerator of which is the Circor Hourly Plan PTL and the denominator of which is the Total Hourly Plan PTL.
(ii) If the total value of plan assets of the ▇▇▇▇▇ Hourly Plan is less than the Total Hourly Plan PTL, the portion of plan assets which shall be allocated to ▇▇▇▇▇ and Circor shall be based on the priority categories under Section 4044 of ERISA, as required by Treas. Reg. Section 1.414(l)- 1(b)(5)(ii1.414(l)-1(b)(5)(ii).
(4) Within a reasonable time after the assets of the ▇▇▇▇▇ Hourly Plan have been allocated as set forth above, the amount of assets allocated to Circor which shall be transferred in cash or in kind to the Circor Hourly Plan on the Hourly Plan Transfer Date (as defined herein) shall be equal to the sum of the amount allocated to Circor as of the Distribution Date, plus a pro-rata amount of the investment return earned by the ▇▇▇▇▇ Hourly Plan from the Distribution Date to the most recent monthly statement date prior to the Hourly Plan Transfer Date, plus interest, interest at a rate equal to the average of the daily [3-month Treasury ▇▇▇▇ rates which are published each business day in the Wall Street Journal for the period of time beginning on the first business day after the most recent monthly statement date and ending on the last business day before the Hourly Plan Transfer Date, rate] on such allocated assets from the most recent monthly statement date to the Hourly Plan Transfer Date, less Hourly Plan Allocated Benefit Payments (as defined herein) and Hourly Plan Allocated Expenses (as defined herein) from the Distribution Date to the Hourly Plan Transfer Date. For purposes hereof, the "Hourly Plan Transfer Date" shall be defined as the date that plan assets from the ▇▇▇▇▇ Hourly Plan are transferred to the trust for the Circor Hourly Plan, which date shall occur as soon as reasonably practicable following receipt by Circor of a favorable determination letter from the Internal Revenue Service to the effect that the Circor Hourly Plan meets the qualification requirements of Code Section 401(a) or an opinion from Circor's legal counsel which is reasonably satisfactory to ▇▇▇▇▇ to the effect that the Circor Hourly Plan meets the qualification requirements of Code Section 401(a). For purposes hereof, "Hourly Plan Allocated Benefit Payments" shall be equal to any benefit payments made under the ▇▇▇▇▇ Hourly Plan to or in respect of any individual who was a participant in such plan as of the Distribution, who is an employee of the Circor Group immediately following the Distribution and who becomes eligible for benefit payments following the Distribution but prior to the Hourly Plan Transfer Date. For purposes hereof, "Hourly Plan Allocated Expenses" shall be equal to any administrative expenses paid by the trust of the ▇▇▇▇▇ Hourly Plan after the Distribution which are attributable to the administration of the ▇▇▇▇▇ Hourly Plan with respect to participants in the ▇▇▇▇▇ Hourly Plan as of the Distribution who are employees of the Circor Group immediately following the Distribution, including, but not limited to, PBGC premium payments, consulting fees or accounting fees. Notwithstanding the foregoing, ▇▇▇▇▇ shall pay any and all expenses associated with the allocation and transfer of assets from the ▇▇▇▇▇ Hourly Plan to the Circor Hourly Plan.
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