Common use of Employee and Employee Benefits Matters Clause in Contracts

Employee and Employee Benefits Matters. (a) Schedule 3.8(a) to the Company Disclosure Schedule lists (i) each pension, profit sharing, stock bonus, thrift, savings, employee stock ownership or other plan, program or arrangement, which constitutes an "employee pension plan" within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is maintained by the Company, Mid-Iowa or any Company Subsidiary or to which the Company, Mid-Iowa or any Company Subsidiary contributes or is maintained for the benefit of any current or former employee, officer, director, consultant or agent; (ii) each plan, program or arrangement for the provision of medical, surgical, or hospital care or benefits, benefits in the event of sickness, accident, disability, death, unemployment, severance, vacation, apprenticeship, day care, scholarship, prepaid legal services or other benefits which constitute an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, which is maintained by the Company, Mid-Iowa or any Company Subsidiary or to which the Company or any Company Subsidiary contributes for the benefit of any current or former employee, officer, director, consultant or agent or dependent of any such person; and (iii) every other retirement or deferred compensation plan, bonus or incentive compensation plan or arrangement, stock option plan, stock purchase plan, stock bonus plan or stock grant plan, severance or vacation pay arrangement, or other fringe benefit plan, program or arrangement through which the Company, Mid-Iowa or any Company Subsidiary provides benefits for or on behalf of any current or former employee, officer, director, consultant or agent. The plans, programs or arrangements described in this Section 3.8 or listed in Schedule 3.8(a) of the Company Disclosure Schedule are hereinafter referred to as the "Mid-Iowa Benefit Plans." Mid-Iowa has delivered or made available to First Federal a true and correct copy of (a) each Mid-Iowa Benefit Plan, including amendments thereto, (b) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS") with respect to each Mid-Iowa Benefit Plan, if applicable, (c) each trust agreement and group annuity contract, if any, relating to such Mid-Iowa Benefit Plan, (d) the most recent actuarial report or valuation relating to a Mid-Iowa Benefit Plan subject to Title IV of ERISA and (e) all rulings and determination letters and any open requests for rulings or letters that pertain to any Mid-Iowa Benefit Plan. (b) All of the Mid-Iowa Benefit Plans that are subject to ERISA and the Internal Revenue Code (the "Code") are in compliance with all applicable requirements of ERISA and the Code and all other applicable federal and state laws, including, without limitation, the reporting and disclosure requirements of Part I of Title I of ERISA. Each of the Mid-Iowa Benefit Plans that is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Section 401(a) of the Code satisfies the applicable requirements of such provision and there exist no circumstances that would adversely affect the qualified status of any such plan under that section, except with respect to any required retroactive amendment for which the remedial

Employee and Employee Benefits Matters. (a) Schedule 3.8(a) to the Company Disclosure Schedule lists (i) each pension, profit sharing, stock bonus, thrift, savings, employee stock ownership or other plan, program or arrangement, which constitutes an "employee 11 pension plan" within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is maintained by the Company, Mid-Iowa Xxxxxxxx or any Company Subsidiary or to which the Company, Mid-Iowa Xxxxxxxx or any Company Subsidiary contributes or is maintained for the benefit of any current or former employee, officer, director, consultant or agent; (ii) each plan, program or arrangement for the provision of medical, surgical, or hospital care or benefits, benefits in the event of sickness, accident, disability, death, unemployment, severance, vacation, apprenticeship, day care, scholarship, prepaid legal services or other benefits which constitute an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, which is maintained by the Company, Mid-Iowa Xxxxxxxx or any Company Subsidiary or to which the Company or any Company Subsidiary contributes for the benefit of any current or former employee, officer, director, consultant or agent or dependent of any such personagent; and (iii) every other retirement or deferred compensation plan, bonus or incentive compensation plan or arrangement, stock option plan, stock purchase plan, stock bonus plan or stock grant plan, severance or vacation pay arrangement, or other fringe benefit plan, program or arrangement through which the Company, Mid-Iowa Xxxxxxxx or any Company Subsidiary provides benefits for or on behalf of any current or former employee, officer, director, consultant or agent. The plans, programs or arrangements described in this Section 3.8 or listed in Schedule 3.8(a) of the Company Disclosure Schedule are hereinafter referred to as the "Mid-Iowa Xxxxxxxx Benefit Plans." Mid-Iowa Xxxxxxxx has delivered or made available to First Federal a true and correct copy of (a) each Mid-Iowa Xxxxxxxx Benefit Plan, including amendments thereto, (b) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS") with respect to each Mid-Iowa Xxxxxxxx Benefit Plan, if applicable, (c) each trust agreement and group annuity contract, if any, relating to such Mid-Iowa Xxxxxxxx Benefit Plan, (d) the most recent actuarial report or valuation relating to a Mid-Iowa Xxxxxxxx Benefit Plan subject to Title IV of ERISA and (e) all rulings and determination letters and any open requests for rulings or letters that pertain to any Mid-Iowa Xxxxxxxx Benefit Plan. (b) All of the Mid-Iowa Xxxxxxxx Benefit Plans that are subject to ERISA and the Internal Revenue Code (the "Code") are in compliance with all applicable requirements of ERISA and the Code and all other applicable federal and state laws, including, without limitation, the reporting and disclosure requirements of Part I of Title I of ERISA. Each of the Mid-Iowa Xxxxxxxx Benefit Plans that is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Section 401(a) of the Code satisfies the applicable requirements of such provision and there exist no circumstances that would adversely affect the qualified status of any such plan under that section, except with respect to any required retroactive amendment for which the remedialremedial amendment period has not yet expired. Except as set forth in Schedule 3.8(b) to the Company Disclosure Schedule, there is no pending or, to the best knowledge of Xxxxxxxx, threatened litigation, claim, action, governmental proceeding or investigation against or relating to any Xxxxxxxx Benefit Plan which could give rise to any material liability, and there is no reasonable basis for any material litigation, claims, actions or proceedings against any such Xxxxxxxx Benefit Plan, and there are not any facts that could give rise to any material liability in the event of such litigation, claim, action, investigation, or proceeding. No Xxxxxxxx Benefit Plan (or Xxxxxxxx Benefit Plan fiduciary) has engaged in a non-exempt "Prohibited Transaction" (as defined in Section 406 of ERISA and Section 4975(c) of the Code) since the date on which said sections became applicable to such plan. There have been no acts or omissions by the Company, Xxxxxxxx or any Company Subsidiary that have given rise to any fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 of ERISA or Chapter 43 12 of the Code, or that may give rise to any material fines, penalties, taxes or related damages under such laws for which the Company, Xxxxxxxx or any Company Subsidiary may be liable. No liability under Title IV of ERISA has been incurred by the Company, Xxxxxxxx, any Company Subsidiary, any former Affiliate (as such term is defined in Section 12.7 hereof) of the Company, Xxxxxxxx or the Xxxxxxxx Benefit Plans since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been made or will be made when due. With respect to each of the Xxxxxxxx Benefit Plans which is subject to Title IV of ERISA, the present value of accrued benefits under such plan or Plans, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not, as of its latest valuation date, exceed the then current value of the assets of such plan allocable to such accrued benefits and Xxxxxxxx is not aware of any facts or circumstances that would materially change the funded status of any such ERISA plan. None of the Xxxxxxxx Benefit Plans is a "multiemployer pension plan" as such term is defined in section 3(37) of ERISA. Except as listed on Schedule 3.8(b) to the Company Disclosure Schedule, no employee of the Company, Xxxxxxxx or any Company Subsidiary will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Xxxxxxxx Benefit Plan as a result of the transactions contemplated by this Agreement. Other than current or contingent liabilities previously disclosed on Schedule 3.8(b) to the Company Disclosure Schedule, neither the Company, Xxxxxxxx or any Company Subsidiary or any Xxxxxxxx Benefit Plan will have any material current or contingent liability with respect to any plan. All group health plans of the Company, Xxxxxxxx and any Company Subsidiary, including any plans of current and former Affiliates of the Company, Xxxxxxxx or any Company Subsidiary that must be taken into account under Section 4980B of the Code or Section 601 of ERISA or the requirements of any similar state law regarding insurance continuation, have been operated in material compliance with the group health plan continuation coverage requirements of Section 4980B of the Code and Section 601 of ERISA to the extent such requirements are applicable. All payments due from any Xxxxxxxx Benefit Plan (or from the Company, Xxxxxxxx or any Company Subsidiary with respect to any Xxxxxxxx Benefit Plan) have been made, and all amounts properly accrued to date as liabilities of the Company, Xxxxxxxx or any Company Subsidiary that have not yet been paid have been properly recorded on the books of the Company, Xxxxxxxx or any Company Subsidiary. (c) No amounts payable under the Xxxxxxxx Benefit Plans, or any employment, severance or termination agreement between or among the Company, Xxxxxxxx, any Company Subsidiary and any employee, officer or shareholder will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. No compensation payable by the Company, Xxxxxxxx or any Company Subsidiary to any of their employees under any existing contract, plan or other employment arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under section 162(m) of the Code. (d) In the event of the withdrawal of Xxxxxxxx from the Financial Institutions Retirement Plan adopted by Xxxxxxxx (the "Retirement Plan") or in the event of the consolidation of the interests of Xxxxxxxx and First Federal under the Retirement Plan after the Effective Time, neither Xxxxxxxx, the Company or First Federal will have a funding obligation for benefits that have accrued up to the Effective Time for the benefit of Xxxxxxxx employees. (e) Except as set forth in Schedule 3.8(e) to the Company Disclosure Schedule, from July 1, 1997 to the date hereof, neither Xxxxxxxx nor the Company have made contributions to the Xxxxxxxx employee stock ownership plan ("Xxxxxxxx ESOP") for the plan year commencing July 1, 1997.

Employee and Employee Benefits Matters. (a) Schedule 3.8(a4.8(a) -------------------------------------- --------------- to the Company Corry Disclosure Schedule lists (i) each pension, profit sharing, stock bonus, thrift, savings, employee stock ownership or other plan, savings program or arrangement, which constitutes an "employee pension plan" within the meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is maintained by the Company, Mid-Iowa or any Company Subsidiary Corry or to which the Company, Mid-Iowa or any Company Subsidiary Corry contributes or is maintained for the benefit of any current or former employee, officer, directortrustee, consultant or agent; (ii) each plan, program or arrangement for the provision of medical, surgical, or hospital care or benefits, benefits in the event of sickness, accident, disability, death, unemployment, severance, vacation, apprenticeship, day care, scholarship, prepaid legal services or other benefits which constitute an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA, which is maintained by the Company, Mid-Iowa or any Company Subsidiary or Corry to which the Company or any Company Subsidiary Corry contributes for the benefit of any current or former employee, officer, directortrustee, consultant or agent or dependent of any such personagent; and (iii) every other retirement or deferred compensation plan, bonus or incentive compensation plan or arrangement, stock option plan, stock purchase plan, stock bonus plan or stock grant plan, severance or vacation pay arrangement, or other fringe benefit plan, program or arrangement through which the Company, Mid-Iowa or any Company Subsidiary Corry provides benefits for or on behalf of any current or former employee, officer, directortrustee, consultant or agent. The plans, programs or arrangements described in this Section 3.8 or listed in Schedule 3.8(a) of the Company Disclosure Schedule are hereinafter referred to as the "Mid-Iowa Benefit Plans." Mid-Iowa Corry has delivered or made available to First Federal Northwest a true and correct copy of (a) each Mid-Iowa Corry Benefit Plan, including amendments thereto, (b) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS") with respect to each Mid-Iowa Corry Benefit Plan, if applicable, (c) each trust agreement and group annuity contract, if any, relating to such Mid-Iowa Corry Benefit Plan, (d) the most recent actuarial report or valuation relating to a Mid-Iowa Corry Benefit Plan subject to Title IV of ERISA and (e) all rulings and determination letters and any open requests for rulings or letters that pertain to any Mid-Iowa Corry Benefit Plan. (b) All of the Mid-Iowa plans, programs and arrangements described in this Section 4.8 or listed in Schedule 4.8(a) to the Corry Disclosure Schedule ----------- --------------- (hereinafter referred to as the "Corry Benefit Plans Plans") that are subject to ERISA and the Internal Revenue Code (the "Code") are in material compliance with all applicable requirements of ERISA and the Code and all other applicable federal and state laws, including, without limitation, the reporting and disclosure requirements of Part I of Title I of ERISA. Each of the Mid-Iowa Corry Benefit Plans that is intended to be a pension, profit sharing, stock bonus, thrift, or savings or employee stock ownership plan that is qualified under Section 401(a) of the Code satisfies the applicable requirements of such provision and there exist no circumstances that would adversely affect the qualified status of any such plan Plan under that section, except with respect to any required retroactive amendment for which the remedialremedial amendment period has not yet expired. Except as set forth in Schedule 4.8(b) to the Corry Disclosure --------------- Schedule, there is no pending or, to the knowledge of Corry, threatened litigation, claim, action, governmental proceeding or investigation against or relating to any Corry Benefit Plan which could give rise to any material liability, and there is no reasonable basis for any material litigation, claims, actions or proceedings against any such Corry Benefit Plan. No Corry Benefit Plan (or Corry Benefit Plan fiduciary) has engaged in a non-exempt "Prohibited Transaction" (as defined in Section 406 of ERISA and Section 4975(c) of the Code) since the date on which said sections became applicable to such Plan. There have been no acts or omissions by Corry that have given rise to any fines, penalties, taxes or related charges under Sections 502(c), 502(i) or 4071 of ERISA or Chapter 43 of the Code, or that may give rise to any material fines, penalties, taxes or related damages under such laws for which Xxxxx xxx be liable. Corry has no knowledge of, or any reasonable basis to believe, that any material liability under Title IV of ERISA has been incurred by Corry, any former Affiliates of Corry or the Corry Benefit Plans since the effective date of ERISA that has not been satisfied in full, and that any condition exists that presents a material risk of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been made or will be made when due. With respect to each of the Corry Benefit Plans which is subject to Title IV of ERISA, the present value of accrued benefits under such Plan or Plans, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accrued benefits and Corry is not aware of any facts or circumstances that would materially change the funded status of any such ERISA Plan. Other than as set forth in Schedule 4.8(a), none of the Corry Benefit Plans is a "multiemployer pension plan" as such term is defined in section 3(37) of ERISA. Except as listed on Schedule 4.8(b) of the Corry Disclosure Schedule, no employee of Corry will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Corry Benefit Plan as a result of the transactions contemplated by this Agreement. Other than current or contingent liabilities previously disclosed on Schedule 4.8(b) of the Corry Disclosure Schedule, neither Corry nor any Corry Benefit Plan will have any material current or contingent liability with respect to any Plan. All group health plans of Corry, including any plans of current and former Affiliates of Corry that must be taken into account under Section 4980B of the Code or Section 601 of ERISA or the requirements of any similar state law regarding insurance continuation, have been operated in material compliance with the group health plan continuation coverage requirements of Section 4980B of the Code and Section 601 of ERISA to the extent such requirements are applicable. All payments due from any Corry Benefit Plan (or from Corry with respect to any Corry Benefit Plan) have been made, and all amounts properly accrued to date as liabilities of Corry that have not yet been paid have been properly recorded on the books of Corry. (c) No amounts payable under the Corry Benefit Plans, or any employment, severance or termination agreement between Corry and any employee or officer will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code.