Common use of Employee Benefit Plans; Employment Matters Clause in Contracts

Employee Benefit Plans; Employment Matters. (a) Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) has occurred with respect to any of the Plans which is subject to Title IV of ERISA. Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed in the HEALTHSOUTH Documentsset forth on Exhibit 3.13(a), HEALTHSOUTH Advantage Health has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). All Except as disclosed on Exhibit 3.13(a), all such plans listed on Exhibit 3.13 (a) (individually, a "Plan" and collectively, the "Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No Except as disclosed on Exhibit 3.13(a), no act or failure to act by HEALTHSOUTH Advantage Health has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) has occurred with respect to any of the Plans which is subject to Title IV of ERISA. Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH Advantage Health has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed in the HEALTHSOUTH DocumentsAdvantage Health 1995 10-K or on Exhibit 3.13(b), HEALTHSOUTH Advantage Health is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting vesting, the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed described in the HEALTHSOUTH Documents, HEALTHSOUTH has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (ia) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (iib) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iiic) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans (individually, a "HEALTHSOUTH Plan" and collectively, the "HEALTHSOUTH Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the CodeInternal Revenue Code of 1986, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the HEALTHSOUTH Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) has occurred with respect to any of the HEALTHSOUTH Plans which is subject to Title IV of ERISA. Except as disclosed in the HEALTHSOUTH Documentswith respect to certain employees at its Toms River, New Jersey inpatient facility, HEALTHSOUTH has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed described in the HEALTHSOUTH Documents, HEALTHSOUTH is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) other than a collective bargaining agreement with any executive officer or other key employee the benefits covering certain of which are contingentits employees at its Toms River, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of MergerNew Jersey inpatient facility.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed set forth in Exhibit 3.13(a) to the HEALTHSOUTH DocumentsCardinal Disclosure Schedule, HEALTHSOUTH Cardinal has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract program or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans listed in Exhibit 3.13(a) to the Cardinal Disclosure Schedule (individually, a "Cardinal Plan" and collectively, the "Cardinal Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH Cardinal has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Cardinal Plans that is not subject to a statutory or regulatory exceptionexception and that could have a material adverse effect on Cardinal. No "reportable event" (as defined in ERISA, but excluding any event for which notice is waived under the ERISA regulations) has occurred with respect to any of the Cardinal Plans which is subject to Title IV of ERISA. Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH Cardinal has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed in the HEALTHSOUTH DocumentsCardinal Documents or as set forth in Exhibit 3.13(b) to the Cardinal Disclosure Schedule, HEALTHSOUTH Cardinal is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,00025,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed set forth in EXHIBIT 3.15 to the Disclosure Schedule or as described in the HEALTHSOUTH Horizon/CMS Documents, HEALTHSOUTH Horizon/CMS has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (ia) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (iib) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iiic) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All Except as set forth in EXHIBIT 3.15 to the Disclosure Schedule, all such plans (individually, a "Horizon/CMS Plan" and collectively, the "Horizon/CMS Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the CodeInternal Revenue Code of 1986, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH Horizon/CMS has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Horizon/CMS Plans that is not subject to a statutory or regulatory exception. No Except as set forth in EXHIBIT 3.15 to the Disclosure Schedule, no "reportable event" (as defined in ERISA) has occurred with respect to any of the Horizon/CMS Plans which is subject to Title IV of ERISA. Except as disclosed set forth in EXHIBIT 3.15 to the HEALTHSOUTH DocumentsDisclosure Schedule, HEALTHSOUTH Horizon/CMS has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed set forth in EXHIBIT 3.15 to the Disclosure Schedule or described in the HEALTHSOUTH Horizon/CMS Documents, HEALTHSOUTH Horizon/CMS is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,00050,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed in set forth on Schedule 2.14(a) of the HEALTHSOUTH DocumentsSRC Disclosure ---------------- Schedule, HEALTHSOUTH neither SRC nor any SRC Subsidiary has neither established nor or maintains nor or is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangementarrangement providing for deferred compensation, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those program described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). All Except as ----- disclosed on Schedule 2.14(a) of the SRC Disclosure Schedule, all such plans ---------------- listed on Schedule 2.14(a) of the SRC Disclosure Schedule (individually, a ---------------- "Plan" and collectively, the "Plans") have been operated and administered in all ---- ----- material respects in accordance with, as applicable, ERISA, the Code, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No Except as disclosed on Schedule 2.14(a) of the ---------------- SRC Disclosure Schedule, no act or failure to act by HEALTHSOUTH SRC or any SRC Subsidiary has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) which requires the filing of a report thereof with the Pension Benefit Guaranty Corporation has occurred with respect to any of the Plans which is subject to Title IV of ERISA. Except as disclosed in None of SRC or the HEALTHSOUTH Documents, HEALTHSOUTH SRC Subsidiaries has not previously made, is not currently making, and or is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. Except as disclosed on Schedule 2.14(a) of the SRC Disclosure Schedule, each Plan (and any ---------------- trust relating thereto) intended to be a qualified plan under Section 401(a) of the Internal Revenue Code (the "Code") either has been determined by the ---- Internal Revenue Service to be so qualified or is the subject of a pending application for such a determination that was timely filed. No accumulated funding deficiency (as determined in Section 412 of the Code and Section 302 of ERISA) exists (whether or not waived) with respect to any Plan, and all required contributions have been made. No Plan that is a defined benefit plan has been terminated, and no proceedings to terminate any such Plan are pending, contemplated or threatened. (b) Except as disclosed in set forth on Schedule 2.14(b) of the HEALTHSOUTH DocumentsSRC Disclosure ---------------- Schedule, HEALTHSOUTH neither SRC nor any SRC Subsidiary is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in with respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.

Employee Benefit Plans; Employment Matters. (a) Except as disclosed set forth in Exhibit 3.15 to the Disclosure Schedule or as described in the HEALTHSOUTH Horizon/CMS Documents, HEALTHSOUTH Horizon/CMS has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (ia) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (iib) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iiic) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All Except as set forth in Exhibit 3.15 to the Disclosure Schedule, all such plans (individually, a "Horizon/CMS Plan" and collectively, the "Horizon/CMS Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the CodeInternal Revenue Code of 1986, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH Horizon/CMS has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Horizon/CMS Plans that is not subject to a statutory or regulatory exception. No Except as set forth in Exhibit 3.15 to the Disclosure Schedule, no "reportable event" (as defined in ERISA) has occurred with respect to any of the Horizon/CMS Plans which is subject to Title IV of ERISA. Except as disclosed set forth in Exhibit 3.15 to the HEALTHSOUTH DocumentsDisclosure Schedule, HEALTHSOUTH Horizon/CMS has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed set forth in Exhibit 3.15 to the Disclosure Schedule or described in the HEALTHSOUTH Horizon/CMS Documents, HEALTHSOUTH Horizon/CMS is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,00050,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger.