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

Employee Benefit Plans; Employment Matters. (a) Except as set forth on Schedule 3.11(a), and except as would not have a Material Adverse Effect, neither AOL, nor ANS nor any ANS Entity has established or maintains or is obligated to make contributions to or under or otherwise participates in with respect to any current or former employee or director of ANS or any ANS Entity: (i) any stock option, restricted stock, stock appreciation rights, bonus or other type of incentive compensation plan, program, agreement or arrangement; (ii) any severance, pension, profit-sharing, thrift or savings, retirement, deferred compensation, employee stock ownership, employee stock purchase or supplemental executive retirement plan, agreement or arrangement, including, but not limited to, those described in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) any life insurance, death benefit, health and hospitalization, disability, cafeteria or Section 125, employee assistance, education or tuition assistance, vacation benefit or fringe benefit plan, or other employee benefit plan, program, agreement or arrangement, including, but not limited to, those described in Section 3(1) of ERISA. Except as disclosed on Schedule 3.11(a), all such plans listed on Schedule 3.11(a) in which United States-based employees participate (collectively, the "ANS Benefit Plans") have been operated and administered in all material respects in accordance with all applicable laws, rules and regulations, including, but not limited to ERISA, the Code, and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (and any similar statute of a state or other jurisdiction, domestic or foreign, if applicable). With respect to each ANS Benefit Plan, AOL and ANS have made available to WorldCom the following (to the extent they exist with respect to such ANS Benefit Plan): (i) the document(s) governing such plan, including, if applicable, the plan document, the trust agreement, any insurance contract, administrative services agreement, investment manager agreement, and any amendments thereto; (ii) the two most recent annual reports of such plan on the appropriate IRS Form 5500-series form; (iii) the financial statements of the plan for the two most recent plan years, and if applicable, actuarial valuation or other actuarial reports for the plan for the two most recent plan years; (iv) the most recent summary plan description for the plan and any subsequent summary of material modifications; (v) the most recent ruling letter with respect to the tax-exempt status of any voluntary employee's beneficiary association under Section 501(c)(9) of the Code which is implementing such plan; and (vi) for each plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent IRS determination or opinion letter. Except as disclosed on Schedule 3.11(a), and except as would not have a Material Adverse Effect, no act or failure to act by AOL, ANS or any other AOL Entity (i) has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the ANS Benefit Plans that is not subject to a statutory or regulatory exception; or (ii) has resulted or could reasonably be expected to result in the imposition of any Tax, penalty or other liability in any material amount on ANS or any ANS Entity pursuant to any provision of the Code or ERISA or any other applicable law. No ANS Benefit Plan is subject to Title IV of ERISA; and no circumstance exists or will exist as a result of the consummation of the transactions contemplated by this Agreement that could result in the existence of a lien on the property of AOL, ANS or any AOL Entity under the provisions of Title IV of ERISA (other than one or more liens that are disclosed in Schedule 3.11(a) or would not have a Material Adverse Effect). Neither AOL, ANS nor any AOL Entity has previously made, is currently making, or is obligated in any way to make, any contributions to any multi-employer plan within the meaning of Section 3(37) of ERISA in which ANS employees participate. AOL, ANS and each AOL Entity has made all contributions or payments required under the terms of or in connection with all ANS Benefit Plans or has properly reserved for such amounts on the Balance Sheet except for amounts that would not be material. Except as disclosed on Schedule 3.11(a) no ANS Benefit Plan provides health and hospitalization or other medical or life insurance benefits to terminated or retired employees or agents (other than benefits mandated by applicable law). Neither AOL, ANS nor any other AOL Entity has, with respect to any ANS employees, any obligation or commitment (formal or informal) to create any new benefit plan or program in which employees of ANS or any ANS Entities may participate, or to amend any existing ANS Benefit Plan to increase the benefits thereunder. AOL, ANS and each AOL Entity is in compliance with all requirements applicable to any retirement or other employee benefit plan maintained for its non-United States ANS employees other than any failures to comply that would not individually or in the aggregate have a Material Adverse Effect, and there is no material unfunded liability with respect to any such plan which is not properly reflected in or reserved for in the Balance Sheet.

Employee Benefit Plans; Employment Matters. (a) Except as set forth on Schedule 3.11(a), and except as would not have a Material Adverse Effect, neither AOL, nor ANS CompuServe nor any ANS CompuServe Entity has ---------------- established or maintains or is obligated to make contributions to or under or otherwise participates in with respect to any current or former employee employee, director, officer or director agent of ANS CompuServe or any ANS Entityof the CompuServe Entities: (i) any stock option, restricted stock, stock appreciation rights, bonus or other type of incentive compensation plan, program, agreement or arrangement; (ii) any severance, pension, profit-sharing, thrift or savings, retirement, deferred compensation, employee stock ownership, employee stock purchase or supplemental executive retirement plan, agreement or arrangement, including, but not limited to, those described in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) any life insurance, death benefit, health and hospitalization, disability, cafeteria or Section 125, employee assistance, education or tuition assistance, vacation benefit or fringe benefit plan, or other employee benefit plan, program, agreement or arrangement, including, but not limited to, those described in Section 3(1) of ERISA; or (iv) any grantor trust to provide funding for non-tax-qualified employee benefits or compensation. Except as disclosed on Schedule 3.11(a), all such plans listed on ---------------- Schedule 3.11(a) in which United States-based employees participate ---------------- (collectively, the "ANS CompuServe Benefit Plans") have been operated and administered in all material respects in accordance with all applicable laws, rules and regulations, including, but not limited to ERISA, the Code, ERISA and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended Code (and any similar statute of a state or other jurisdiction, domestic or foreign, if applicable). With respect to each ANS CompuServe Benefit Plan, AOL CompuServe and ANS the CompuServe Entities have made available to WorldCom the following (to the extent they exist with respect to such ANS CompuServe Benefit Plan): (i) the document(s) governing such plan, including, if applicable, the plan document, the trust agreement, any insurance contract, administrative services agreement, investment manager agreement, and any amendments thereto; (ii) the two most recent annual reports of such plan on the appropriate IRS Form 5500-series form; (iii) the financial statements of the plan for the two most recent plan years, and if applicable, actuarial valuation or other actuarial reports for the plan for the two most recent plan years; (iv) the most recent summary plan description for the plan and any subsequent summary of material modifications; (v) the most recent ruling letter with respect to the tax-exempt status of any voluntary employee's beneficiary association under Section 501(c)(9) of the Code which is implementing such plan; and (vi) for each plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent IRS determination or opinion letter. Except as disclosed on Schedule 3.11(a), and except as would not have a Material Adverse Effect, no act ---------------- or failure to act by AOL, ANS CompuServe or any other AOL Entity of the CompuServe Entities (i) has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the ANS CompuServe Benefit Plans that is not subject to a statutory or regulatory exception; or (ii) has resulted or could reasonably be expected to result in the imposition of any Tax, penalty or other liability in any material amount on ANS CompuServe or any ANS Entity of the CompuServe Entities pursuant to any provision of the Code or ERISA or any other applicable law. No ANS CompuServe Benefit Plan is subject to Title IV of ERISA; and no circumstance exists or will exist as a result of the consummation of the transactions contemplated by this Agreement that could result in the existence of a lien any Liens or Other Encumbrances on the property of AOL, ANS CompuServe or any AOL Entity of the CompuServe Entities under the provisions of Title IV of ERISA (other than one or more liens Liens or Other Encumbrances that are disclosed in Schedule 3.11(a) or and would not have a Material Adverse Effect). Neither AOL, ANS ---------------- CompuServe nor any AOL CompuServe Entity has previously made, is currently making, or is obligated in any way to make, any contributions to any multi-employer plan within the meaning of Section 3(37) of ERISA in which ANS employees participateERISA. AOL, ANS CompuServe and each AOL CompuServe Entity has made all contributions or payments required under the terms of or in connection with all ANS CompuServe Benefit Plans or has properly reserved for such amounts on the CompuServe Balance Sheet except for amounts that would not be materialSheet. Except as disclosed on Schedule 3.11(a) ---------------- no ANS CompuServe Benefit Plan provides health and hospitalization or other medical or life insurance benefits to terminated or retired employees or agents independent contractors (other than benefits mandated by applicable law). Neither AOLExcept as set forth on Schedule 3.11(a), ANS neither CompuServe nor any other AOL CompuServe Entity has, with respect to has any ANS employees, any ---------------- obligation or commitment (formal or informal) to create any new benefit plan or program in which employees of ANS or any ANS Entities may participateprogram, or to amend any existing ANS CompuServe Benefit Plan to increase the benefits thereunder. AOL, ANS CompuServe and each AOL CompuServe Entity is in compliance with all requirements applicable to any retirement or other employee benefit plan maintained for its non-United States ANS employees other than any failures to comply that would not individually or in the aggregate have a Material Adverse Effect, and there is no material unfunded liability with respect to any such plan which is not properly reflected in or reserved for in the CompuServe Balance Sheet.