Common use of The SIP Clause in Contracts

The SIP. (a) Effective as of the Distribution Date, Chemicals shall establish the Chemicals SIP and a related, separate trust (the "Chemicals SIP Trust"), qualified in accordance with Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, which Plan shall include an employee stock ownership plan, to assume Liabilities of and receive the transfer of assets from the Monsanto SIP (b) Monsanto and Chemicals shall take all actions as may be necessary or appropriate in order to effect the transfer to the Chemicals SIP and the Chemicals SIP Trust, on or as soon as practicable after the Distribution Date, of the balances of all accounts established pursuant to and/or governed by the Monsanto SIP of the participants in the Monsanto SIP who are, as of the date of transfer, Chemicals Participants other than Retained Chemicals Inactive Participants. The transfer of such accounts shall be made (i) in kind, to the extent the assets thereof consist of Employer Securities, and (ii) otherwise in cash, securities, other property or a combination thereof, as agreed by Monsanto and Chemicals, but shall be effected, where practicable, in kind, so as to preserve each such participant's investment elections as in effect on the date of such transfer. To the extent the assets transferred to the Chemicals SIP in accordance with the foregoing consist of Employer Securities, the portion of such Employer Securities that shall be ESOP Shares shall equal the number of such Employer Securities multiplied by a fraction, the numerator of which is the number of ESOP Shares held in the Monsanto SIP immediately before the Distribution Date and the denominator of which is the number of Shares of Employer Securities held in the Monsanto SIP immediately before the Distribution Date. (c) Effective as of or as soon as practicable after the Distribution Date, one or more of the Existing Monsanto ESOP Securities shall be restructured into two separate obligations, with one of such obligations (each, a "Chemicals ESOP Security") being assumable or issued by the Chemicals SIP and the remainder thereof (each, a "New Monsanto ESOP Security") being issued by the Monsanto SIP. The aggregate principal amount of the Chemicals ESOP Securities shall be as nearly as possible equal to 20 percent of the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring, and the aggregate principal amount of the New Monsanto ESOP Securities and any Existing Monsanto ESOP Securities that are not so restructured shall equal the excess of (i) the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring over (ii) the aggregate principal amount of the Chemicals ESOP Securities. The Chemicals ESOP Securities may include one or more loans from Chemicals and/or one or more loans from Monsanto that are assignable to Chemicals (collectively, the "Chemicals ESOP Loan"). Monsanto and Chemicals shall use their reasonable best efforts to cause the terms of the Chemicals ESOP Securities and New Monsanto ESOP (d) Chemicals and Monsanto shall cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and any applicable securities laws, implementing all appropriate communications with participants, maintaining and transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 2.02 and to cause the transfers of assets pursuant to Sections 2.02(b) and 2.02

The SIP. (a) Effective as of the Distribution Date, Chemicals Solutia shall establish the Chemicals Solutia SIP and a related, separate trust (the "Chemicals Solutia SIP Trust"), qualified in accordance with Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, which Plan shall include an employee stock ownership planplan qualified as such under Section 4975 of the Code, to assume Liabilities of and receive the transfer of assets from the Monsanto SIPSIP and the Monsanto SIP Trust as provided for in this Section 2.2. -11- 15 (b) Monsanto and Chemicals Solutia shall take all actions as may be necessary or appropriate in order to effect the transfer to the Chemicals Solutia SIP and the Chemicals Solutia SIP Trust, on or as soon as practicable after the Distribution Date, of the balances of all accounts established pursuant to and/or governed by the Monsanto SIP of the participants in the Monsanto SIP who are, as of the date of transfer, Chemicals Solutia Participants other than Retained Chemicals Solutia Inactive Participants. The transfer of such accounts shall be made (i) in kind, to the extent the assets thereof consist of Employer Securities, and (ii) otherwise in cash, securities, other property or a combination thereof, as agreed by Monsanto and ChemicalsSolutia, but shall be effected, where practicable, in kind, so as to preserve each such participant's investment elections as in effect on the date of such transfer. To the extent the assets transferred to the Chemicals Solutia SIP in accordance with the foregoing consist of Employer Securities, the portion of such Employer Securities that shall be ESOP Shares shall equal the number of such Employer Securities multiplied by a fraction, the numerator of which is the number of ESOP Shares held in the Monsanto SIP immediately before the Distribution Date and the denominator of which is the number of Shares of Employer Securities held in the Monsanto SIP immediately before the Distribution Date. (c) Effective as of or as soon as practicable after the Distribution Date, one or more of the Existing Monsanto ESOP Securities shall be restructured into two separate obligations, with one of such obligations (each, a "Chemicals Solutia ESOP Security") being assumable or issued by the Chemicals Solutia SIP and the remainder thereof (each, a "New Monsanto ESOP Security") being issued by the Monsanto SIP. The aggregate principal amount of the Chemicals Solutia ESOP Securities shall be as nearly as possible equal to 20 percent of the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring, and the aggregate principal amount of the New Monsanto ESOP Securities and any Existing Monsanto ESOP Securities that are not so restructured shall equal the excess of (i) the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring over (ii) the aggregate principal amount of the Chemicals Solutia ESOP Securities. The Chemicals Solutia ESOP Securities may include one or more loans from Chemicals Solutia and/or one or more loans from Monsanto that are assignable to Chemicals Solutia (collectively, the "Chemicals Solutia ESOP Loan"). Monsanto and Chemicals Solutia shall use their reasonable best efforts to cause the terms of the Chemicals Solutia ESOP Securities and New Monsanto ESOPESOP Securities to be as favorable to Solutia and the Solutia SIP Trust and to Monsanto and the Monsanto SIP Trust, respectively, as the terms of the Existing Monsanto ESOP Securities, to the extent possible. As soon as practicable after the Distribution Date: (i) the Solutia SIP Trust shall assume all obligations of the Monsanto SIP Trust (if any) under the Solutia ESOP Securities; (ii) Monsanto shall be released from any guarantees it has given with respect to the Solutia ESOP Securities, and Solutia shall provide such guarantees; and (iii) Monsanto shall assign all of its rights (if any) under the Solutia ESOP Loan to Solutia. Subject to and upon the completion of the restructuring, assumption, release and assignment described in the preceding sentences of this Section 2.2(c), the trustee of the Monsanto SIP Trust shall transfer to the Solutia SIP Trust a pro rata portion of each of the assets held in each of the ESOP Interim Account, the ESOP Payment Account and the Monsanto ESOP Suspense Account, representing a percentage of such assets equal to the Fraction, and such accounts shall be accepted by such plan and trust; provided that the cash reserves held in the Monsanto ESOP Suspense Account shall be so transferred and accepted only if, and to the extent that, (i) the amount of cash determined by multiplying the Fraction times the total such cash reserves, determined after the payment of any amounts attributable to interest with respect to Existing Monsanto ESOP Securities that are restructured into Solutia ESOP Securities in connection with such restructuring, exceeds (ii) the amount paid from such cash reserves that is attributable to the premium paid in connection with such restructuring. (d) Chemicals Solutia and Monsanto shall cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and any applicable securities laws, implementing all appropriate communications with participants, maintaining and transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 2.02 2.2 and to cause the transfers of assets pursuant to Sections 2.02(b2.2(b) and 2.022.2

The SIP. (a) Effective as of the Distribution Date, Chemicals Solutia shall establish the Chemicals Solutia SIP and a related, separate trust (the "Chemicals Solutia SIP Trust"), qualified in accordance with Section 401(a) of the Code and exempt from taxation under Section 501(a) of the Code, which Plan shall include an employee stock ownership planplan qualified as such under Section 4975 of the Code, to assume Liabilities of and receive the transfer of assets from the Monsanto SIPSIP and the Monsanto SIP Trust as provided for in this Section 2.2. (b) Monsanto and Chemicals Solutia shall take all actions as may be necessary or appropriate in order to effect the transfer to the Chemicals Solutia SIP and the Chemicals Solutia SIP Trust, on or as soon as practicable after the Distribution Date, of the balances of all accounts established pursuant to and/or governed by the Monsanto SIP of the participants in the Monsanto SIP who are, as of the date of transfer, Chemicals Solutia Participants other than Retained Chemicals Solutia Inactive Participants. The transfer of such accounts shall be made (i) in kind, to the extent the assets thereof consist of Employer Securities, and (ii) otherwise in cash, securities, other property or a combination thereof, as agreed by Monsanto and ChemicalsSolutia, but shall be effected, where practicable, in kind, so as to preserve each such participant's investment elections as in effect on the date of such transfer. To the extent the assets transferred to the Chemicals Solutia SIP in accordance with the foregoing consist of Employer Securities, the portion of such Employer Securities that shall be ESOP Shares shall equal the number of such Employer Securities multiplied by a fraction, the numerator of which is the number of ESOP Shares held in the Monsanto SIP immediately before the Distribution Date and the denominator of which is the number of Shares of Employer Securities held in the Monsanto SIP immediately before the Distribution Date. (c) Effective as of or as soon as practicable after the Distribution Date, one or more of the Existing Monsanto ESOP Securities shall be restructured into two separate obligations, with one of such obligations (each, a "Chemicals Solutia ESOP Security") being assumable or issued by the Chemicals Solutia SIP and the remainder thereof (each, a "New Monsanto ESOP Security") being issued by the Monsanto SIP. The aggregate principal amount of the Chemicals Solutia ESOP Securities shall be as nearly as possible equal to 20 percent of the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring, and the aggregate principal amount of the New Monsanto ESOP Securities ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇urities and any Existing Monsanto ESOP Securities that are not so restructured shall equal the excess of (i) the aggregate principal amount of the Existing Monsanto ESOP Securities immediately before such restructuring over (ii) the aggregate principal amount of the Chemicals Solutia ESOP Securities. The Chemicals Solutia ESOP Securities may include one or more loans from Chemicals Solutia and/or one or more loans from Monsanto that are assignable to Chemicals Solutia (collectively, the "Chemicals Solutia ESOP Loan"). Monsanto and Chemicals Solutia shall use their reasonable best efforts to cause the terms of the Chemicals Solutia ESOP Securities and New Monsanto ESOPESOP Securities to be as favorable to Solutia and the Solutia SIP Trust and to Monsanto and the Monsanto SIP Trust, respectively, as the terms of the Existing Monsanto ESOP Securities, to the extent possible. As soon as practicable after the Distribution Date: (i) the Solutia SIP Trust shall assume all obligations of the Monsanto SIP Trust (if any) under the Solutia ESOP Securities; (ii) Monsanto shall be released from any guarantees it has given with respect to the Solutia ESOP Securities, and Solutia shall provide such guarantees; and (iii) Monsanto shall assign all of its rights (if any) under the Solutia ESOP Loan to Solutia. Subject to and upon the completion of the restructuring, assumption, release and assignment described in the preceding sentences of this Section 2.2(c), the trustee of the Monsanto SIP Trust shall transfer to the Solutia SIP Trust a pro rata portion of each of the assets held in each of the ESOP Interim Account, the ESOP Payment Account and the Monsanto ESOP Suspense Account, representing a percentage of such assets equal to the Fraction, and such accounts shall be accepted by such plan and trust; provided that the cash reserves held in the Monsanto ESOP Suspense Account shall be so transferred and accepted only if, and to the extent that, (i) the amount of cash determined by multiplying the Fraction times the total such cash reserves, determined after the payment of any amounts attributable to interest with respect to Existing Monsanto ESOP Securities that are restructured into Solutia ESOP Securities in connection with such restructuring, exceeds (ii) the amount paid from such cash reserves that is attributable to the premium paid in connection with such restructuring. (d) Chemicals Solutia and Monsanto shall cooperate in making all appropriate filings required under the Code or ERISA, and the regulations thereunder and any applicable securities laws, implementing all appropriate communications with participants, maintaining and transferring appropriate records, and taking all such other actions as may be necessary and appropriate to implement the provisions of this Section 2.02 2.2 and to cause the transfers of assets pursuant to Sections 2.02(b2.2(b) and 2.022.2