Common use of Benefit Plans; Employees and Employment Practices Clause in Contracts

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 of the Company Disclosure Schedule contains a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or ERISA Affiliates for the benefit of (i) any current independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA Affiliates. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required) with all required attachments, (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity Contract relating to any Benefit Plan required, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreement. To the Company’s Knowledge, each Benefit Plan has been established, funded, maintained and administered in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Benefit Plan, except where required by applicable Law, or the establishment of any new Benefit Plan, that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plans.

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 of the Company Disclosure Schedule contains a list list, as of the date of this Agreement, of all written “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other material plan, fund, program, arrangement or agreement (including any material employment agreementand consulting agreements) to provide employees, directors and/or, independent contractors with medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, fringe, incentive insurance, fringe insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or ERISA Affiliates for the benefit of (i) any current or former independent contractors, consultants, agents, employees, officers or and/or directors of the Company or any of its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA AffiliatesSubsidiaries. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports report on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required) with all required attachments), (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Benefit Plan for which such summary plan description is requiredrequired pursuant to ERISA, (iv) each trust agreement and group annuity Contract contract relating to any Benefit Plan requiredPlan, (v) a list of all assets and liabilities of, allocated to or accounted for separately with respect to every material Benefit Plan (including insurance contracts associated with every material Benefit Plan regardless of whether any current cash value exists) and (vi) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreement. To the Company’s Knowledge, each Benefit Plan has been established, funded, maintained and administered in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Lawsany. There are no material amendments to any Benefit Plan, except where required by applicable Law, Plan (or the establishment of any new Benefit Plan, ) that have been adopted or approved nor has the Company or any of its Subsidiaries undertaken or committed to make any such amendments amendment or to adopt or approve any new plans.

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 4.9 of the Company Disclosure Schedule contains a list of all “employee pension benefit plans” Benefit Plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)excluding any employment or consulting agreements) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or ERISA Affiliates for the benefit of than (i) any current independent contractors, consultants, agents, employees, officers such plan that is maintained for the purpose of complying with any non-U.S. Law or directors of the Company or any of its Subsidiaries or ERISA Affiliates and (ii) any former independent contractorsimmaterial plan that is not subject to ERISA) (the “Scheduled Plans”). With respect to the Scheduled Plans (other than Multiemployer Plans), consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA Affiliates. The Company has delivered or made available to Parent Newco true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto such Scheduled Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect to each Benefit such Scheduled Plan (if any such report was required) with all required attachments), (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Benefit such Scheduled Plan for which such summary plan description is required, (iv) each trust agreement and group annuity Contract contract relating to any Benefit Plan required, Scheduled Plan; (v) the most recent determination letter from the IRS, if any and (vi) copies of the most recent actuarial reportsvaluation, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreementany. To the Company’s Knowledge, each Each Benefit Plan has (other than a Multiemployer Plan) has, in all material respects, been established, funded, maintained and administered in accordance compliance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no material amendments to any Benefit Plan, except where required by applicable Law, Plan or the establishment of any new Benefit Plan (in both cases, other than a Multiemployer Plan, ) that have been adopted or approved nor has by the Company or any of its Subsidiaries (and that are not reflected in the documents made available by the Company to Newco prior to the date hereof with respect to such Benefit Plan), and neither the Company nor any of its Subsidiaries has undertaken or committed to make any such amendments or to adopt or approve any new plans.

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 of the Company Disclosure Schedule contains a list of all “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as “"Pension Plans”"), “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA and sometimes referred to herein as “"Welfare Plans”") and each other “"Benefit Plan” " (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment or consulting agreement, but excluding any individual stock option or stock purchase agreement entered into pursuant to any of the Company Stock Plans) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, fringe, incentive insurance, fringe insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or ERISA Affiliates for the benefit of (i) any current independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA AffiliatesSubsidiaries. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports report on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required) with all required attachments), (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity Contract contract relating to any Benefit Plan required, Plan; and (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreementany. To the Knowledge of the Company’s Knowledge, each Benefit Plan has been established, funded, maintained and administered in accordance with its terms and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no material amendments to any Benefit Plan, except where required by applicable Law, Plan (or the establishment of any new Benefit Plan, ) that have been adopted or approved on of after January 1, 2003, nor has the Company or any of its Subsidiaries undertaken or committed on or after January 1, 2003 to make any such amendments or to adopt or approve any new plansplans unless required by ERISA, the Code or any other applicable Laws. No outstanding Company Option has been amended since the date of grant to extend the period of exercise following termination of the option holder's employment or other service with the Company or any of its Subsidiaries.

Benefit Plans; Employees and Employment Practices. To the best of the Company's knowledge (a) Section 4.10 4.9(a) of the Company Disclosure Schedule contains a list lists each employment, consulting, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of all “employee pension absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, medical, dental, vision, welfare, accident, disability, workmen's compensation or other insurance, severance, separation, termination, change of control, collective bargaining or other benefit plans” (as defined in Section 3(2) plan, understanding, agreement, practice, policy or arrangement of any kind, whether written or oral, and whether or not subject to the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”)) (sometimes referred to herein as “Pension Plans”"), “including, but not limited to, any "employee welfare benefit plans” (as defined in plan" within the meaning of Section 3(13(3) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit (a "Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreement) to provide medical, health, disability, life, bonus, incentive, stock or stock-based right (option, ownership or purchase"), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, or contributed to, or required to be contributed to, by which the Company or any of its Subsidiaries subsidiary, or ERISA Affiliates for the benefit of (i) any current independent contractors, consultants, agents, employees, officers or directors person required at any relevant time to be aggregated with any of the Company or any subsidiary under Sections 414(b), (c), (m) or (o) of its Subsidiaries the Code or Section 4001 of ERISA Affiliates and (ii) an "ERISA Affiliate"), sponsors, maintains, has any obligation to contribute to, has or may have liability under or is otherwise a party to, or which otherwise provides benefits for employees, former employees, independent contractors or former independent contractors, consultants, agents, employees, officers contractors (or directors their dependents and beneficiaries) of the Company or any subsidiary, on the date of its Subsidiaries this Agreement or ERISA Affiliates who still have benefits payable by at any time subsequent thereto and on or prior to the Effective Time (each, a "Company or any of its Subsidiaries or ERISA AffiliatesPlan"). The Company has delivered or made available to Parent true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto (or, in the case of any unwritten Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect to each Benefit such Company Plan, true, correct, and complete copies of the applicable following documents: (i) all current Company Plan documents and related trust documents, and any amendment thereto; (if any such report was requiredii) with all required attachmentsForms 5500, financial statements, and actuarial reports for the last three plan years; (iii) the most recent recently issued Internal Revenue Service determination letter; (iv) summary plan description descriptions and all subsequent summaries of material modifications for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement modifications; and group annuity Contract relating to any Benefit Plan required, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect all written communications to each Pension Plan for the last three (3) plan years ending prior employees relating to the date of this Agreement. To the Company’s Knowledge, each Benefit Plan has been established, funded, maintained and administered in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Benefit Plan, except where required by applicable Law, or the establishment of any new Benefit Plan, that have been adopted or approved nor has the such Company or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plansPlans.

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 4.9 of the Company Disclosure Schedule contains a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Welfare Plans”) and each other “Benefit Plan” (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (including any employment agreementor consulting agreement but excluding any individual award agreements under Company Equity Plans) to provide employees, directors, independent contractors, consultants, officers or agents with medical, health, disability, life, bonus, incentive, stock or stock-based right rights (option, ownership or purchase), retirement, deferred compensation, severance, change in control, salary continuation, vacation, sick leave, fringe, incentive insurance, fringe insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or ERISA Affiliates for the benefit of (i) any current independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates and (ii) any former independent contractors, consultants, agents, employees, officers or directors of the Company or any of its Subsidiaries or ERISA Affiliates who still have benefits payable by the Company or any of its Subsidiaries or ERISA AffiliatesSubsidiaries. The Company has delivered or made available to Parent true, complete and correct copies of (i) each Benefit Plan, including all amendments thereto Plan (or, in the case of any unwritten Benefit Plans, descriptions of the material terms thereof), (ii) the three (3) most recent annual reports report on Form 5500 filed with the IRS with respect to each Benefit Plan (if any such report was required) with all required attachments), (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Benefit Plan for which such summary plan description is required, (iv) each trust agreement and group annuity Contract contract relating to any Benefit Plan required, Plan; (v) any model award agreement under the Company Equity Plans, and (vi) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISA, with respect to each Pension Plan for the last three (3) plan years ending prior to the date of this Agreementany. To the Company’s Knowledge, each Benefit Plan has been established, funded, maintained and administered in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Benefit Plan, except where required by applicable Law, or the establishment of any new Benefit Plan, that have been adopted or approved nor has Neither the Company or nor any of its Subsidiaries have undertaken or committed to make any such material amendments to any Benefit Plan or to adopt or approve any new plans.

Benefit Plans; Employees and Employment Practices. (a) Section 4.10 4.10(a) of the Company Activision Disclosure Schedule contains a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to herein as “Activision Pension Plans”), material “employee welfare benefit plans” (as defined in Section 3(1) of ERISA and sometimes referred to herein as “Activision Welfare Plans”) and each other material “Activision Benefit Plan” (defined herein as any Activision Pension Plan, Activision Welfare Plan and any other plan, fund, program, policy, practice, arrangement or agreement (including any employment agreement) to provide medical, health, disability, lifedisability or life insurance, bonus, incentiveincentive compensation, stock or stock-based right (option, ownership or purchase), retirement, deferred compensation, profit sharing, severance, change in control, salary continuation, termination pay, vacation, sick leave, incentive insurance, fringe or other benefits) maintained, or established, sponsored, participated in, contributed to, or required to be contributed to, by the Company Activision or any of its Subsidiaries or or, with respect to Activision Pension Plans, its ERISA Affiliates Affiliates, for the benefit of (i1) any current independent contractors, consultants, agents, employees, officers or directors of the Company Activision or any of its Subsidiaries or or, with respect to Activision Pension Plans, its ERISA Affiliates and and/or (ii2) any former independent contractors, consultants, agents, employees, officers or directors of the Company Activision or any of its Subsidiaries or or, with respect to Activision Pension Plans, its ERISA Affiliates who still have benefits payable by the Company Activision or any of its Subsidiaries or or, with respect to Activision Pension Plans, its ERISA Affiliates, or with respect to which Activision or any of its Subsidiaries or, with respect to Activision Pension Plans, its ERISA Affiliates has or may have any liability (contingent or otherwise). The Company Activision has delivered or made available to Parent Vivendi true, complete and correct copies of (i) each Activision Benefit Plan, including all amendments thereto (or, in the case of any unwritten Activision Benefit Plans, descriptions thereof), (ii) the three (3) most recent annual reports on Form 5500 filed with the IRS with respect to each Activision Benefit Plan (if any such report was required) with all required attachments, (iii) the most recent summary plan description and all subsequent summaries of material modifications for each Activision Benefit Plan for which such summary plan description is required, (iv) each trust agreement and agreement, group annuity Contract and other documents relating to the funding or payment of benefits relating to any Activision Benefit Plan requiredPlan, (v) the most recent determination letter from the IRS, if any and (vi) copies of the actuarial reports, if required under ERISAany, with respect to each Pension Activision Benefit Plan for the last three (3) plan years ending prior to the date of this Agreement. To the CompanyActivision’s Knowledge, each Activision Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other applicable Laws. There are no amendments to any Activision Benefit Plan, except where required by applicable Law, or the establishment of any new Activision Benefit Plan, that have been adopted or approved nor has the Company Activision or any of its Subsidiaries undertaken or committed to make any such amendments or to adopt or approve any new plans.