Common use of Employee Benefit Plans; Compliance with ERISA Clause in Contracts

Employee Benefit Plans; Compliance with ERISA. 2.11.1 Exhibit 2.11 sets forth all Employee Benefit Plans and Benefit Arrangements that are sponsored or contributed to by GSI or any of its ERISA Affiliates covering GSI's employees or former employees. True and complete copies of all such Employee Benefit Plans and Benefit Arrangements have been delivered to CACI. 2.11.2 With respect to each Employee Pension Benefit Plan sponsored, maintained or contributed to by GSI or any ERISA Affiliate, or with respect to which GSI or any ERISA Affiliate previously had an obligation to contribute: (a) No such plan has been terminated so as to subject, directly or indirectly, any assets of GSI or its ERISA Affiliates to any liability, contingent or otherwise, or the imposition of any liens under Title IV of ERISA; (b) No proceeding has been initiated or threatened by any person, including the PBGC, to terminate any such plans; (c) No liability to the PBGC has been incurred; (d) No "reportable event," as defined in Section 4043 of ERISA (to the extent that the reporting of such event to the PBGC has not been waived) has occurred and is continuing with respect to any such plan. 2.11.3 Neither GSI nor any of its ERISA Affiliates has at any time been obliged to contribute to any Multiemployer Plan. 2.11.4 Neither GSI nor any of its ERISA Affiliates sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides benefits described in Section 3(1) of ERISA to any former employee or retiree of GSI or any ERISA Affiliate of any of them, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code. 2.11.5 Each Benefit Plan has at all times prior hereto been maintained in all material respects in accordance with all applicable laws. GSI and its ERISA Affiliates have made full and timely payment of all amounts required to be contributed under the terms of any Benefit Plan that is a profit sharing or stock bonus plan designed to comply with the qualification requirements of Code Section 401(a). 2.11.6 Each Benefit Plan that is intended to qualify under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to CACI, and, to GSI's knowledge, nothing has occurred which may reasonably be expected to impair such determination or otherwise adversely affect the tax-qualified status of such Benefit Plan.

Employee Benefit Plans; Compliance with ERISA. 2.11.1 Exhibit 2.11 sets forth EXHIBIT 2.14 contains a true, correct and complete list of all Employee Benefit Plans pension, profit sharing, retirement, deferred compensation, welfare, insurance, disability, bonus, vacation pay, severance pay and Benefit Arrangements that are sponsored other similar plans, programs or contributed agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by GSI Sunset and related to the Acquired Business and maintained at any time after December 31, 1992, by Sunset or by any other member (hereinafter, "Affiliate") of its ERISA Affiliates covering GSI's employees a controlled group of corporations, group of trades or former employeesbusinesses under common control or affiliated service group which includes Sunset (as defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "Sunset Plans"). True Sunset has made available to CACI true, correct and complete copies of all such Employee Benefit Sunset Plans and Benefit Arrangements that have been delivered reduced to CACI. 2.11.2 writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to each Employee Pension Benefit Plan sponsored, maintained or contributed to by GSI or any ERISA Affiliate, or with respect to which GSI or any ERISA Affiliate previously had an obligation to contribute: (a) No such plan has been terminated so as to subject, directly or indirectly, any assets of GSI or its ERISA Affiliates to any liability, contingent or otherwise, or the imposition of any liens under Title IV of ERISA; (b) No proceeding has been initiated or threatened by any person, including the PBGC, to terminate any such plans; (c) No liability to the PBGC has been incurred; (d) No "reportable eventdefined benefit plan," as defined in Section 3(35) of ERISA, Sunset has made available a copy of the latest annual actuarial report, and with respect to all Sunset Plans the latest Forms 5500. Neither Sunset nor any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Sunset or any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. Neither Sunset nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Sunset nor any Affiliate has ever maintained a Sunset Plan providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA). No plan previously maintained by Sunset or its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Sunset Plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of ERISA (to the extent that the reporting of such event to the PBGC has not been waived) said Subtitle C has occurred and is continuing with respect to any such plan. 2.11.3 Neither GSI nor any of its ERISA Affiliates Sunset Plan, and no liability to the Pension Benefit Guaranty Corporation has at any time been obliged incurred. With respect to contribute to any Multiemployer Plan. 2.11.4 Neither GSI nor any of its ERISA Affiliates sponsors all the Sunset Plans, Sunset and every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or has previously sponsoredrules currently in effect, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides benefits described in Section 3(1) of ERISA to any former employee or retiree of GSI or any ERISA Affiliate of any of them, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code. 2.11.5 Each Benefit Plan has at all times prior hereto been maintained have in all material respects in accordance with performed all applicable laws. GSI and its ERISA Affiliates have made full and timely payment of all amounts obligations required to be contributed performed by them. Neither Sunset nor any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the terms Sunset Plans, has engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject Sunset or CACI or their Subsidiaries, affiliates, directors or employees or the Sunset Plans or the trusts relating thereto or any Benefit party dealing with any of the Sunset Plans or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Sunset Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code and regulations issued thereunder, whether or not waived. Each Sunset Plan that is a profit sharing or stock bonus plan designed to comply with the qualification requirements of Code Section 401(a). 2.11.6 Each Benefit Plan that is intended to qualify under Section 401(a) of the Code is has been determined by the subject Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of a favorable the Code; copies of all determination letter from the IRS, a copy of which has letters have been delivered to CACI, and, to GSI's knowledge, ; and nothing has occurred since the date of such determination letters which may might cause the loss of such qualification or exemption. With respect to each Sunset Plan that is a "defined benefit plan" as defined in Section 3(35) of ERISA, the present value of the actuarial accrued liability, determined on a plan termination basis, does not exceed the fair market value of the assets held under such Sunset Plan, and there is no unpaid contribution for any Sunset Plan year ended prior to the Closing as required under Section 412 of the Code. With respect to each Sunset Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing under the Sunset Plan terms and applicable law have been made. There is no Action threatened or pending or that can reasonably be expected to impair be asserted with respect to any of the Sunset Plans or any prior plan maintained by Sunset, and there are no outstanding written requests, other than routine requests for information concerning such determination Sunset Plans, by participants, beneficiaries or otherwise adversely affect any government agency. All of the tax-qualified status liabilities with respect to all of such Benefit Planthe Sunset Plans are accurately reflected in Sunset's financial statements and Sunset's balance sheets included in the Sunset Reports.

Employee Benefit Plans; Compliance with ERISA. 2.11.1 Exhibit 2.11 sets forth 2.15 contains a true, correct and complete list of all Employee Benefit Plans pension, profit sharing, retirement, deferred compensation, welfare, insurance, disability, bonus, vacation pay, severance pay and Benefit Arrangements that are sponsored other similar plans, programs or contributed agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by GSI Wike xxx related to the Acquired Business and maintained at any time after December 31, 1994, by Wike xx by any other member (hereinafter, "Affiliate") of a controlled group of corporations, group of trades or any businesses under common control or affiliated service group which includes Wike (xx defined for purposes of its ERISA Affiliates covering GSI's employees or former employeesSection 414(b), (c) and (m) of the Code) (collectively, the "Wike Xxxns"). True Wike xxx made available to CROSSWALK true, correct and complete copies of all such Employee Benefit Plans and Benefit Arrangements Wike Xxxns that have been delivered reduced to CACI. 2.11.2 writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to each Employee Pension Benefit Plan sponsored, maintained or contributed to by GSI or any ERISA Affiliate, or with respect to which GSI or any ERISA Affiliate previously had an obligation to contribute: (a) No such plan has been terminated so as to subject, directly or indirectly, any assets of GSI or its ERISA Affiliates to any liability, contingent or otherwise, or the imposition of any liens under Title IV of ERISA; (b) No proceeding has been initiated or threatened by any person, including the PBGC, to terminate any such plans; (c) No liability to the PBGC has been incurred; (d) No "reportable eventdefined benefit plan," as defined in Section 3(35) of ERISA, Wike xxx made available a copy of the latest annual actuarial report, and with respect to all Wike Xxxns the latest Forms 5500. Neither Wike xxx any Affiliate has any obligation or other employee benefit plan liability under applicable law; nor has Wike xx any Affiliate ever been obligated to contribute to any "multi-employer plan," as defined in Section 3(37) of ERISA. Neither Wike xxx any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and there has been no event or circumstance which would cause them to incur any such liability. Neither Wike xxx any Affiliate has ever maintained a Wike Xxxn providing health or life insurance benefits to former employees (other than as required by Part 6 of Subtitle B of Title I of ERISA). No plan previously maintained by Wike xx its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such Wike Xxxn have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of ERISA (to the extent that the reporting of such event to the PBGC has not been waived) said Subtitle C has occurred and is continuing with respect to any such plan. 2.11.3 Neither GSI nor any of its ERISA Affiliates Wike Xxxn, and no liability to the Pension Benefit Guaranty Corporation has at any time been obliged incurred. With respect to contribute to any Multiemployer Plan. 2.11.4 Neither GSI nor any of its ERISA Affiliates sponsors all the Wike Xxxns, Wike xxx every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or has previously sponsoredrules currently in effect, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides benefits described in Section 3(1) of ERISA to any former employee or retiree of GSI or any ERISA Affiliate of any of them, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code. 2.11.5 Each Benefit Plan has at all times prior hereto been maintained have in all material respects in accordance with performed all applicable laws. GSI and its ERISA Affiliates have made full and timely payment of all amounts obligations required to be contributed performed by them. Neither Wike xxx any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the terms of Wike Xxxns, has engaged in or been a party to any Benefit Plan that is a profit sharing or stock bonus plan designed to comply with the qualification requirements of Code "prohibited transaction" as defined in Section 401(a). 2.11.6 Each Benefit Plan that is intended to qualify under Section 401(a) 4975 of the Code and Section 406 of ERISA which could subject Wike xx CROSSWALK or their Subsidiaries, affiliates, directors or employees or the Wike Xxxns or the trusts relating thereto or any party dealing with any of the Wike Xxxns or trusts to any tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the Wike Xxxns nor the trusts created thereunder have incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the subject of a favorable determination letter from the IRSCode and regulations issued thereunder, a copy of which has been delivered to CACI, and, to GSI's knowledge, nothing has occurred which may reasonably be expected to impair such determination whether or otherwise adversely affect the tax-qualified status of such Benefit Plannot waived.

Employee Benefit Plans; Compliance with ERISA. 2.11.1 Exhibit Schedule 2.11 sets forth contains a true, correct and complete list of all Employee Benefit Plans pension, profit sharing, retirement, deferred compensation, welfare, insurance disability, bonus, vacation pay, severance pay and Benefit Arrangements that are sponsored other similar plans, programs or contributed agreements, and every material personnel policy, whether reduced to writing or not, relating to any persons employed by GSI CENTECH and maintained at any time by CENTECH or by any other member of its ERISA Affiliates covering GSI's employees a controlled group of corporations, group of trades or former employeesbusinesses under common control or affiliated service group which includes CENTECH (as defined for purposes of Section 414(b), (c) and (m) of the Code) (collectively, the "CENTECH Plans"). True CENTECH has made available to CACI true, correct and complete copies of all such Employee Benefit CENTECH Plans and Benefit Arrangements that have been delivered reduced to CACI. 2.11.2 writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing. With respect to each Employee Pension Benefit Plan sponsoredall CENTECH Plans, maintained or contributed CENTECH has made available the latest Forms 5500. Neither CENTECH nor any Affiliate has ever been obligated to by GSI or any ERISA Affiliate, or with respect to which GSI or any ERISA Affiliate previously had an obligation to contribute: (a) No such plan has been terminated so as to subject, directly or indirectly, any assets of GSI or its ERISA Affiliates contribute to any liability, contingent or otherwise, or the imposition of any liens under Title IV of ERISA; (b) No proceeding has been initiated or threatened by any person, including the PBGC, to terminate any such plans; (c) No liability to the PBGC has been incurred; (d) No "reportable eventmulti-employer plan," as defined in Section 3(37) of ERISA. Neither CENTECH nor any Affiliate has incurred any "withdrawal liability" calculated under Section 4211 of ERISA and, to the best knowledge of CENTECH, there has been no event or circumstance which would cause them to incur any such liability. Neither CENTECH nor any Affiliate has ever maintained a CENTECH Plan providing health or life insurance benefits to former employees. No plan previously maintained by CENTECH or its Affiliates which was subject to ERISA has been terminated; no proceedings to terminate any such plan have been instituted within the meaning of Subtitle C of Title IV of ERISA; and no reportable event within the meaning of Section 4043 of ERISA (to the extent that the reporting of such event to the PBGC has not been waived) said Subtitle C has occurred and is continuing with respect to any such plan. 2.11.3 Neither GSI nor any of its ERISA Affiliates CENTECH Plan, and no liability to the Pension Benefit Guaranty Corporation has at any time been obliged incurred. With respect to contribute to any Multiemployer Plan. 2.11.4 Neither GSI nor any of its ERISA Affiliates sponsors all the CENTECH Plans, CENTECH and every Affiliate are in material compliance with all requirements prescribed by all statutes, regulations, orders or has previously sponsoredrules currently in effect, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides benefits described in Section 3(1) of ERISA to any former employee or retiree of GSI or any ERISA Affiliate of any of them, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code. 2.11.5 Each Benefit Plan has at all times prior hereto been maintained have in all material respects in accordance with performed all applicable laws. GSI and its ERISA Affiliates have made full and timely payment of all amounts obligations required to be contributed performed by them. Neither CENTECH nor any Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the terms CENTECH Plans, have engaged in or been a party to any "prohibited transaction" as defined in Section 4975 of the Code and Section 406 of ERISA which could subject CENTECH or CACI or their affiliates, directors or employees or the CENTECH Plans or the trusts relating thereto or any Benefit Plan that party dealing with any of the CENTECH Plans or trusts to any material tax or penalty on "prohibited transactions" imposed by Section 4975 of the Code. Neither the CENTECH Plans nor the trusts created thereunder have incurred any "accumulated funding deficiency", as such term is a profit sharing defined in Section 412 of the Code and regulations issued thereunder, whether or stock bonus plan designed to comply with the qualification requirements of Code Section 401(a)not waived. 2.11.6 2.11.2 Each Benefit CENTECH Plan that is intended to qualify under Section 401(a) of the Code is has been determined by the subject Internal Revenue Service to so qualify, and the trusts created thereunder have been determined to be exempt from tax under Section 501(a) of a favorable the Code; copies of all determination letter from the IRS, a copy of which has letters have been delivered to CACI, ; and, to GSI's knowledgethe best knowledge of CENTECH, nothing has occurred which may reasonably be expected to impair since the date of such determination or otherwise adversely affect letters which might cause the tax-qualified status loss of such Benefit Planqualification or exemption. With respect to each CENTECH Plan which is a qualified profit sharing or stock bonus plan, all employer contributions accrued for plan years ending prior to the Closing Date under the CENTECH Plan terms and applicable law have been made or accrued. 2.11.3 There are no actions, suits or claims pending or, to the best knowledge of CENTECH, threatened, with respect to any of the CENTECH Plans, and there are no outstanding written requests, other than routine requests for information concerning such CENTECH Plans, by participants, beneficiaries or any government agency. All of the liabilities with respect to all of the CENTECH Plans are accurately reflected in the 1999 Balance Sheet.