Common use of Employee Benefit Plans and Compensation Clause in Contracts

Employee Benefit Plans and Compensation. (a) The Company has made available to Parent copies, which are correct and complete in all material respects, and is providing a list in Section 4.21(a) of the Disclosure Schedule, of the following: (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all "specified fringe benefit plans" (as defined in Section 6039D of the Code, and all bonus, stock option, stock purchase, restricted stock, incentive, equity or equity-based compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, retention or other benefit plans, programs or arrangements, and all employment contracts or agreements to which the Company or any ERISA Affiliate is a party, with respect to which the Company or any ERISA Affiliate has any obligation or which are maintained, contributed to or sponsored by the Company or any ERISA Affiliate for the benefit of any current or former employee, officer, director or consultant of the Company or any ERISA Affiliate (collectively, the "Plans") and all amendments thereto, (ii) the annual report (Form 5500) filed with the Internal Revenue Service ("IRS") for the last three plan years, (iii) the most recently received IRS determination letter (or IRS opinion letter issued for a prototype document maintained for a Plan), if any, relating to a Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Plan, (v) the most recent summary plan description for such Plan (or other descriptions of such Plan provided to employees) and all modifications thereto, (vi) the name of each employee, his or her position, length of service and current annual rates of salary, and (vii) the names of any employees that are on long-term or short-term disability. No current or former employee, officer, director or consultant is entitled to receive compensation or benefits from the Company or an ERISA Affiliate other than pursuant to the Plans.

Employee Benefit Plans and Compensation. (a) The Company has made available to Parent copiesAll employee compensation, which are correct and complete in incentive, fringe or benefit plans, programs, policies, or other arrangements including, without limitation, all material respects, and is providing a list in Section 4.21(a) of the Disclosure Schedule, of the following: (i) all "employee benefit plans (as defined in plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"))) covering any active or former employee, all "specified fringe benefit plans" (as defined in Section 6039D director or consultant of the Code, and all bonus, stock option, stock purchase, restricted stock, incentive, equity Company who has worked or equity-based compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, change in control, retention or other benefit plans, programs or arrangements, and all employment contracts or agreements to provided services for the Company (an "Employee," which shall for this purpose mean an Employee of the Company or any ERISA Affiliate (as defined below)), any subsidiary of the Company or any trade or business (whether or not incorporated) which is a partymember of a controlled group or which is under common control with the Company within the meaning of Section 414 of the Code (an "Affiliate"), with respect to which the Company or any ERISA Affiliate has any obligation liability, are listed in Section 2.20(a) of the Company Disclosure Schedule (the "Plans"). The Company has provided to SCM: (i) correct and complete copies of all documents embodying each Plan, International Employee Plan (as defined below), and each management, employment, severance, consulting, relocation, repatriation, expatriation, visas, work permit, or which are maintainedother agreement, contributed to contract or sponsored by understanding between the Company or any ERISA Affiliate for the benefit of and any current or former employeeEmployee since January 1, officer1994 ("Employment Agreement"), director or consultant of the Company or any ERISA Affiliate including (collectivelywithout limitation) all amendments to each such Plan and/or Employment Agreement, the "Plans") and all amendments theretomaterial written agreements and contracts relating to each such Plan and/or International Plan (including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, trust agreements, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan); (ii) the three (3) most recent annual report reports (Form 5500Series 5500 and all schedules and financial statements attached thereto), if any, filed under ERISA or the Code in connection with each Plan; (iii) filed the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, distributed pursuant to ERISA with respect to each Plan; (iv) all Internal Revenue Service ("IRS") determination, opinion, notification and/or advisory letters; (v) all correspondence during the preceding three (3) years to or from any governmental agency relating to any Plan; (vi) all forms and notices pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"); (vii) discrimination tests performed for each Plan with respect to the last most recent three (3) plan years, ; (iiiviii) the most recently received IRS determination letter (or IRS opinion letter issued for a prototype document maintained for a Plan)recent annual actuarial valuations, if any, relating to a prepared for each Plan; (ix) if the Plan is funded, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Plan, (v) the most recent summary plan description for such annual and periodic accounting of Plan assets; (x) all communications to Employees relating to any Plan and relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other descriptions of such Plan provided events which would result in any material liability to employees) and all modifications thereto, (vi) the name of each employee, his or her position, length of service and current annual rates of salary, and (vii) the names of any employees that are on long-term or short-term disability. No current or former employee, officer, director or consultant is entitled to receive compensation or benefits from the Company or an ERISA Affiliate other than pursuant to the Plansany Affiliate; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with any Plan.

Employee Benefit Plans and Compensation. (a) The Company has made available Disclosure Schedule lists, with respect to Parent copiesthe Company, any trade or business (whether or not incorporated) which are correct and complete in all material respectsis treated as a single employer with the Company (an "ERISA Affiliate") within the meaning of --------------- Section 414(b), and is providing a list in Section 4.21(a(c), (m) or (o) of the Disclosure Schedule, Code or any subsidiary of the following: Company (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (ii) all loans to ----- employees (except loans to a given individual from the individual's tax- qualified retirement plan) in excess of $25,000, loans to officers (except loans to a given individual from the individual's tax-qualified retirement plan), all "specified fringe benefit plans" (as defined in Section 6039D of the Code, and all bonus, any stock option, stock purchase, restricted phantom stock, incentive, equity or equity-based compensation, deferred compensation, retiree medical or life insurancestock appreciation right, supplemental retirement, severance, change in controlsabbatical, retention disability, employee relocation, cafeteria (pursuant to section 125 of the Code), life insurance or other benefit accident insurance plans, programs or arrangements, (iii) all bonus, deferred compensation or incentive plans, programs or arrangements, (iv) other fringe or employee benefit plans, programs or arrangements that apply to senior management of the Company and that do not generally apply to all employees, providing an aggregate amount of annual benefits in excess of $25,000, and (v) any current or former employment contracts or agreements executive compensation or severance agreements, written or otherwise, as to which current or contingent obligations of the Company or any ERISA Affiliate is a party, with respect to which the Company or any ERISA Affiliate has any obligation or which are maintained, contributed to or sponsored by the Company or any ERISA Affiliate of greater than $25,000 exist for the benefit of of, or relating to, any current or former employee, officer, consultant or director or consultant of the Company or any ERISA Affiliate (collectivelytogether, the "Company ------- Employee Plans") ), and all amendments thereto, (ii) the a copy of each such Company Employee Plan and each summary -------------- plan description and annual report (on the Form 5500) 5500 Series required to be filed with the Internal Revenue Service ("IRS") any government agency for each Company Employee Plan for the last three plan years, (iii) the most recently received IRS determination letter (or IRS opinion letter issued for a prototype document maintained for a Plan), if any, relating to a Plan, (iv) the most recently prepared actuarial report or financial statement, if any, relating to a Plan, (v) the most recent summary plan description for such Plan (or other descriptions of such Plan provided years has been delivered to employees) and all modifications thereto, (vi) the name of each employee, his or her position, length of service and current annual rates of salary, and (vii) the names of any employees that are on long-term or short-term disability. No current or former employee, officer, director or consultant is entitled to receive compensation or benefits from the Company or an ERISA Affiliate other than pursuant to the PlansSplash.