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

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a) of the IHK Disclosure Schedule contains a true and complete list of (i) all "employee benefit plans" (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK or any IHK Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK or any IHK Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK or any IHK Subsidiary for the benefit of any current or former employee, officer or director of IHK or any IHK Subsidiary and (ii) each employee benefit plan for which IHK or any IHK Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK or any IHK Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK Plans"). Each IHK Plan is in writing and IHK has previously made available to the Company a true and complete copy of each IHK Plan and a true and complete copy of (1) each trust or other funding arrangement, (2) each summary plan description and summary of material modifications, (3) the most recently filed IRS Form 5500, (4) the most recently received IRS determination letter for each such IHK Plan, and (5) the most recently prepared actuarial report and financial statement in connection with each such IHK Plan. Neither IHK nor any IHK Subsidiary has any express or implied commitment (I) to create, to incur liability with respect to, or to cause to exist any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual or (III) to modify, change or terminate any IHK Plan (other than with respect to a modification, change or termination required by ERISA or the Code).

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a3.10(a) of the IHK Company Disclosure Schedule contains a true and complete list of (i) all "employee benefit plans" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK the Company or any IHK Company Subsidiary is a party, by which IHK the Company or any IHK Company Subsidiary is bound, with respect to which IHK the Company or any IHK Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Company Subsidiary for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Company Subsidiary and (ii) each employee benefit plan for which IHK the Company or any IHK Company Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK the Company or any IHK Company Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK Company Plans"). Each IHK Company Plan is in writing and IHK the Company has previously made available to the Company IHK a true and complete copy of each IHK Company Plan and a true and complete copy of (1) each trust or other funding arrangement, (2) each summary plan description and summary of material modifications, (3) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (4) the most recently received IRS determination letter for each such IHK Company Plan, and (5) the most recently prepared actuarial report and financial statement in connection with each such IHK Company Plan. Neither IHK the Company nor any IHK Company Subsidiary has any express or implied commitment (I) to create, to incur liability with respect to, or to cause to exist any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual or (III) to modify, change or terminate any IHK Company Plan (other than with respect to a modification, change or termination required by ERISA or the Code).

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a3.09(a) of the IHK Disclosure Schedule contains a true and complete list of lists (i) all "employee benefit plans" plans (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements agreements, whether legally enforceable or not, to which IHK the Company or any IHK Company Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK the Company or any IHK Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Company Subsidiary for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Subsidiary and Company Subsidiary, (ii) each employee benefit plan for which IHK the Company or any IHK Company Subsidiary could incur liability under Section 4069 of ERISA, ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or in respect of which IHK understandings between the Company or any IHK Company Subsidiary remains secondarily liable under Section 4204 and any employee of ERISA the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating in any way to a sale of the Company or any Company Subsidiary (collectively, the "IHK Plans"). Each IHK Plan is in writing and IHK the Company has previously furnished or made available to the Company Parent a true and complete copy of each IHK material Plan and has delivered or made available to Parent a true and complete copy of each material document, if applicable, prepared in connection with each such Plan, including, without limitation, (1A) a copy of each trust or other funding arrangement, (2B) each summary plan description and summary of material modifications, (3C) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (4D) the most recently received IRS determination letter for each such IHK Plan, and (5E) the most recently prepared actuarial report and financial statement in connection with each such IHK Plan. Neither IHK the Company nor any IHK Company Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (Ii) to create, to incur liability with respect to, to or to cause to exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (IIIiii) to modify, change or terminate any IHK Plan (Plan, other than with respect to a modification, change or termination required by ERISA or the Code).

Employee Benefit Plans; Labor Matters. (a) Section 4.10(aSchedule 2.09(a) of the IHK Disclosure Schedule contains a true and complete list of (i) all "employee benefit plans" plans (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA) ”)), and all bonuseach other plan, stock optionpolicy, stock purchaseprogram, restricted stock, incentive, deferred agreement or arrangement for the provision of benefits or compensation, retiree medical in each case whether or life insurancenot subject to ERISA and whether written or unwritten, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK the Company or any IHK Subsidiary of its Subsidiaries, is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK or any IHK Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Subsidiary of its Subsidiaries for the benefit of any current or former employee, officer officer, manager or director individual consultant of IHK the Company and its Subsidiaries, or with respect to which the Company or any IHK Subsidiary and of its Subsidiaries has any obligation or liability (iiincluding indirect or contingent liability on account of any ERISA Affiliate) each employee benefit plan for which IHK or any IHK Subsidiary could incur liability under Section 4069 of ERISA(each, in the event such plan were terminated, or under Section 4212(ca “Benefit Plan”) of ERISA, or in respect of which IHK or any IHK Subsidiary remains secondarily liable under Section 4204 of ERISA that is material. (collectively, the "IHK Plans"). Each IHK Plan is in writing and IHK b) Seller has previously made available to the Company furnished Buyer with a true and complete copy of each IHK material Benefit Plan (or a written summary of any Benefit Plan that is not in writing) and a true and complete copy of each of the following, if any: (1i) a copy of each trust or other funding arrangement, (2ii) each summary plan description and summary of material modifications, (3iii) the two most recently filed IRS recent annual reports (Form 55005500 series and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Benefit Plan, (4iv) the most recently received IRS Internal Revenue Service determination or opinion letter for each such IHK Plan, Benefit Plan intended to qualify under Section 401(a) of the Code and (5v) the most recently prepared actuarial report and financial statement in connection with each Benefit Plan (if not included in such IHK Planannual report), if any. Neither IHK nor (c) None of the Benefit Plans is subject to Title IV of ERISA or Section 412 of the Code, and none of the Company, any IHK Subsidiary of its Subsidiaries or any ERISA Affiliate has any express in the six (6) years prior to the date hereof maintained or implied commitment contributed to a plan that is subject to Title IV of ERISA or Section 412 of the Code. None of the Benefit Plans (Ii) is a “multiemployer plan” (as defined in section 3(37) of ERISA), (ii) provides for post-retirement or post-termination medical insurance or other welfare benefits (other than health continuation coverage required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for which the covered individual pays the full cost of coverage), (iii) is a multiple employer plan (as described in section 413(c) of Code or section 210 of ERISA), or (iv) is a “multiple employer welfare arrangement” (as defined in section 3(40) of ERISA). (d) Each Benefit Plan is now and for the three (3) years prior to createthe date hereof has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. No material action, claim or proceeding is pending or, to incur liability Seller’s knowledge, threatened with respect to, or to cause to exist any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual or (III) to modify, change or terminate any IHK Benefit Plan (other than claims for benefits in the Ordinary Course of Business) and, to Seller’s knowledge, no fact or event exists that could give rise to any such action, claim or proceeding. (e) Each Benefit Plan that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code complies, in all material respects, with Section 409A of the Code. The exercise price of each Seller Option is no less than the fair market value of the underlying Membership Interest on the date of grant of such Seller Option, as determined under the principles of Section 409A of the Code. Neither the Company nor any of its Subsidiaries has any actual or potential obligation to reimburse or otherwise “gross-up” any Person for the interest or additional Tax set forth under Sections 4999 or 409A of the Code. 16 (f) With respect to each Benefit Plan, all payments, premiums, contributions and accruals for all periods ending prior to or as of the Closing Date have in all material respects been made or properly accrued in accordance with the terms of such Benefit Plan and GAAP. (g) Each Benefit Plan intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, or with respect to a modificationprototype plan, change can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, with respect to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, and, to Seller’s knowledge, there are no existing circumstances or termination events that would reasonably be expected to adversely affect the qualified status of such Benefit Plan. (h) Neither the Company nor any of its Subsidiaries is bound by or subject to any Contract with any labor union, and no labor union has requested or, to Seller’s knowledge as of the date of this Agreement, is seeking to represent any of the employees, representatives or agents of the Company of any of its Subsidiaries. There is no strike or other labor dispute involving the Company or any of its Subsidiaries pending, or to Seller’s knowledge, threatened, and to Seller’s knowledge, there is no other labor organization activity involving employees of the Company or of any of its Subsidiaries. To Seller’s knowledge as of the date of this Agreement, no officer or Key Employee has provided notice of any intention to resign from employment with the Company or any of its Subsidiaries. Except as required by ERISA applicable Law, the employment of each officer and employee of the Company and each of its Subsidiaries is terminable at the will of the Company or such Subsidiary, as the Codecase may be. The Company and each of its Subsidiaries have complied in all material respects with all applicable state and federal Laws related to employment, including equal opportunity, discrimination, wages, withholding and remittance of Taxes, worker classification, immigration and workplace safety. (i) Schedule 2.09(i) contains a list of (i) all individuals who serve as employees of or individual consultants to the Company or any of its Subsidiaries as of the date hereof, (ii) in the case of each such employee, the position of and base compensation payable to each such individual, and any bonus plan or arrangement relating to such individual, and in the case of each such individual consultant, the consulting rate payable to such individual, (iii) each employee’s date of hire, location, and classification as either exempt or non-exempt for overtime purposes, and (iv) all employees currently on an approved leave of absence and their expected return date. (j) Except as set forth on Schedule 2.09(j)., the Company does not have a formal severance pay policy and is not obligated to pay severance or other benefits to any Company Employee in connection with the termination of such Person’s employment. Section 2.10

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a3.09(a) of the IHK Disclosure Schedule contains a true and complete list of (i) all "lists each employee benefit plans" plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and each other plan, policy, program, practice, agreement, understanding or arrangement providing compensation or other benefits to any employee, former employee or independent contractor of the Company (or to any dependent or beneficiary thereof) which the Company maintains or under which the Company has or could have any obligation or liability, whether directly or as a member of a controlled group of corporations, a controlled group of trades or businesses or an affiliated service group within the meaning of Section 3(3414 of the Code (whether contingent or actual) of ERISA) and all bonus(each, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK or any IHK Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK or any IHK Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK or any IHK Subsidiary for the benefit of any current or former employee, officer or director of IHK or any IHK Subsidiary and (ii) each employee benefit plan for which IHK or any IHK Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK or any IHK Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK PlansPlan"). No Plan is or was subject to Title IV of ERISA. Each IHK Plan is in writing and IHK the Company has previously furnished or made available to the Company Parent a true and complete copy of each IHK material Plan and has delivered or made available to Parent a true and complete copy of each material document, if applicable, prepared in connection with each such Plan, including, without limitation, (1A) a copy of each trust or other funding arrangement, (2B) each summary plan description and summary of material modifications, (3C) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (4D) the most recently received IRS determination letter for each such IHK Plan, and (5E) the most recently prepared actuarial report and financial statement in connection with each such IHK Plan. Neither IHK the Company nor any IHK Company Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (Ii) to create, to incur liability with respect to, to or to cause to exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (IIIiii) to modify, change or terminate any IHK Plan (Plan, other than with respect to a modification, change or termination required by ERISA or the Code).

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a4.13(a) of the IHK Company Disclosure Schedule contains a true and complete list of lists (i) all "employee benefit plans" (within the meaning of as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, stock appreciation rights, restricted stock, phantom stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, employee relocation programs, cafeteria benefit (Code Section 125) and dependent care (Code Section 129) plan, and all employment, termination, severance or other contracts or agreements agreements, whether legally enforceable or not, to which IHK the Company or any IHK Subsidiary other trade or business (whether or not incorporated), which is treated as a single employer with the Company (an "ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o) is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK the Company or any IHK Subsidiary ERISA Affiliate has any obligation obligation, or which are maintained, contributed to or sponsored by IHK the Company or any IHK Subsidiary ERISA Affiliate for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Subsidiary and ERISA Affiliate, (ii) each employee benefit plan for which IHK the Company or any IHK Subsidiary ERISA Affiliate could incur liability under Section 4069 of ERISA, ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any ERISA Affiliate could incur liability under Section 4212(c) of ERISAERISA and (iv) any contracts, arrangements or in respect of which IHK understandings between the Company or any IHK Subsidiary remains secondarily liable under Section 4204 of its affiliates and any employee of the Company or of any ERISA Affiliate, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "IHK Company Benefit Plans"). Each IHK Plan is in writing and IHK With respect to each Company Benefit Plan, the Company has previously delivered or made available to the Company Parent a true true, complete and complete copy of each IHK Plan and a true and complete correct copy of (1i) such Company Benefit Plan and the most recent summary plan description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangementarrangement relating to such Company Benefit Plan, (2iii) each summary plan description and summary of material modifications, the annual reports (Form 5500) for such Company Benefit Plan filed with the IRS for the last three (3) the most recently filed IRS Form 5500plan years, (4iv) the most recently received IRS determination letter for each recent actuarial report or financial statement relating to such IHK Plan, Company Benefit Plan and (5v) the most recently prepared actuarial report and financial statement recent determination letter issued by the IRS with respect to such Company Benefit Plan, if it is qualified under Section 401(a) of the Code. Except as disclosed on Section 4.13 (a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in connection writing or not, to which the Company or any ERISA Affiliate is a party, with each such IHK Planrespect 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 or director of the Company or any ERISA Affiliate. Neither IHK the Company nor any IHK Subsidiary ERISA Affiliate has any express or implied commitment commitment, whether legally enforceable or not, (Ii) to create, to create and incur liability with respect to, to or to cause to exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual or (IIIiii) to modify, change or terminate any IHK Plan (Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code).

Employee Benefit Plans; Labor Matters. (a) Section 4.10(aSchedule 3.11(a) of the IHK Company Disclosure Schedule contains a true and complete list of (i) lists all "employee benefit plans" plans (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, stock appreciation right, restricted stock, phantom stock, incentive, deferred compensation, retiree medical medical, disability or life insurance, cafeteria benefit, dependent care, disability, director or employee loan, fringe benefit, sabbatical, supplemental retirement, severance or other benefit plans, programs or arrangements, (whether legally enforceable or not, whether formal or informal and all employmentwhether in writing or not) (each, terminationa "Company Plan," and collectively, severance or other contracts or agreements the "Company Plans") to which IHK the Company or any IHK Company Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK the Company or any IHK Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Company Subsidiary for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Company Subsidiary and (ii) each employee benefit plan for which IHK or any IHK Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK or any IHK Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK Plans"). Each IHK Company Plan is in writing and IHK the Company has previously made available to the Company Parent a true and complete copy of each IHK Company Plan (or a written summary where the Company Plan is not in writing) and a true and complete copy of each material document, if any, prepared in connection with each such Company Plan, including, without limitation, and only if applicable, (1i) a copy of each trust or other funding arrangement, (2ii) each summary plan description and summary of material modifications, (3iii) the two most recently filed IRS recent annual reports (Form 55005500 series and all schedules and financial statements attached thereto) required under ERISA or the Code, (4iv) the most recently received IRS Internal Revenue Service determination letter for each such IHK PlanCompany Plan intended to qualify under Section 401(a) of the Code, and (5v) the most recently prepared actuarial report and financial statement in connection with each such IHK Company Plan, (vi) any material correspondence with the Internal Revenue Service or the Department of Labor with respect to each such Company Plan and (vii) each form of notice of grant and stock option agreement used to document Company Options. Neither IHK Except for the Company Plans, neither the Company nor any IHK Company Subsidiary has any an express or implied commitment commitment, whether legally enforceable or not, (Ix) to create, to incur liability with respect to, or to cause to exist exist, any other employee benefit plan, program or arrangementarrangement that would constitute a Company Plan, (IIy) to enter into any contract or agreement to provide compensation or benefits for services to any individual individual, or (IIIz) to modify, change the terms of or terminate any IHK Plan (Company Plan, other than with respect to a modification, change or termination required by ERISA or the Code. None of the Company Plans is a multi-employer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "Multi-employer Plan") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any Company Subsidiary could incur liability under Section 4063 or 4064 of ERISA (a "Multiple Employer Plan"). Except as otherwise required by ERISA, the Code or other applicable Federal, state, local or foreign law, none of the Company Plans provides for the payment of separation, severance, termination or similar benefits to any person, or obligates the Company or any Company Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any transaction contemplated by this Agreement or as a result of a "change in ownership or control," within the meaning of such term under Section 280G of the Code. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or together with another event, will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, forgiveness of indebtedness or otherwise) becoming due under any Company Plan, whether or not such payment is contingent, (ii) increase any benefits otherwise payable under any Company Plan or other arrangement, (iii) result in the acceleration of the time of payment, vesting or funding of any benefits including, but not limited to, the acceleration of the vesting and exercisability of any Company Option, whether or not contingent, or (iv) affect in any material respects any Company Plan's current treatment under any Laws including any Tax or social contribution Law. No Company Plan provides, or reflects or represents any liability to provide, retiree health, disability, or life insurance benefits to any person for any reason, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or other applicable Federal, state, local or foreign statute or other law, and the Company has never represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) or any other person that such employee or other person would be provided with retiree health, disability, or life insurance benefits, except to the extent required by applicable Federal, state, local or foreign statute or other law.

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a3.09(a) of the IHK Disclosure Schedule contains a true and complete list of lists (i) all "employee benefit plans" plans (within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements agreements, whether legally enforceable or not, to which IHK the Company or any IHK Company Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK the Company or any IHK Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Company Subsidiary for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Subsidiary and Company Subsidiary, (ii) each employee benefit plan for which IHK the Company or any IHK Company Subsidiary could incur liability under Section 4069 of ERISA, ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or in respect of which IHK understandings between the Company or any IHK Company Subsidiary remains secondarily liable under Section 4204 and any employee of ERISA the Company or any Company Subsidiary including, without limitation, any contracts, arrangements or understandings relating in any way to a sale of the Company or any Company Subsidiary (collectively, the "IHK Company Plans"). Each IHK Plan is in writing and IHK The Company has previously furnished or made available to the Parent a description of any non-written Company a true and complete copy of each IHK Plan and a true and complete copy of each material Company Plan and has delivered or made available to Parent a true and complete copy of each material document, if applicable, prepared in connection with each such Company Plan, including, without limitation when applicable, (1A) a copy of each trust or other funding arrangement, (2B) each summary plan description and summary of material modifications, (3C) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (4D) the most recently received IRS determination letter for each such IHK Company Plan, and (5E) the most recently prepared actuarial report and financial statement in connection with each such IHK Company Plan. Neither IHK the Company nor any IHK Company Subsidiary has any express or implied commitment commitment, whether legally enforceable or not, (Ii) to create, to incur liability with respect to, to or to cause to exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual individual, or (IIIiii) to modify, change or terminate any IHK Plan (Company Plan, other than with respect to a modification, change or termination required by ERISA ERISA, the Code or the Code)any other applicable law.

Employee Benefit Plans; Labor Matters. (a) Section 4.10(a3.10(a) of the IHK Company Disclosure Schedule contains a true and complete list of (i) all "employee benefit plans" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK the Company or any IHK Company Subsidiary is a party, by which IHK the Company or any IHK Company Subsidiary is bound, with respect to which IHK the Company or any IHK Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK the Company or any IHK Company Subsidiary for the benefit of any current or former employee, officer or director of IHK the Company or any IHK Company Subsidiary and (ii) each employee benefit plan for which IHK the Company or any IHK Company Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK the Company or any IHK Company Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK PlansCOMPANY PLANS"). Each IHK Company Plan is in writing and IHK the Company has previously made available to the Company FSI a true and complete copy of each IHK Company Plan and a true and complete copy of (1) each trust or other funding arrangement, (2) each summary plan description and summary of material modifications, (3) the most recently filed IRS Internal Revenue Service ("IRS") Form 5500, (4) the most recently received IRS determination letter for each such IHK Company Plan, and (5) the most recently prepared actuarial report and financial statement in connection with each such IHK Company Plan. Neither IHK the Company nor any IHK Company Subsidiary has any express or implied commitment (I) to create, to incur liability with respect to, or to cause to exist any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual or (III) to modify, change or terminate any IHK Company Plan (other than with respect to a modification, change or termination required by ERISA or the Code).