Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), for the benefit of any current or former employees, officers, agents, consultants or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The Company has made available to Parent true and complete copies of (v) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (w) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (x) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the Code.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), for the benefit of any current or former employees, officers, agents, consultants agents or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The Company has made available to Parent true and complete copies of (vw) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wx) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (xy) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yz) each trust agreement, agreement and group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the CodePlan.

Employee Benefits; ERISA. (a) Schedule 3.10 Section 3.12(a) of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension PlansPENSION PLANS"), "employee welfare benefit plans" (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare PlansWELFARE PLANS"), and each other material plan, material arrangement or material policy (written or oral) relating to employmentproviding for bonuses, pensions, profit sharing, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonusesincentive compensation, severance, vacationchange in control benefit, disability, retiree medical or life insurance, supplemental retirement, death benefits, hospitalization, medical or dental benefits, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer (each, together with the Company, a "COMMONLY CONTROLLED ENTITY") under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (each, together with the Company, a "Commonly Controlled EntityCODE"), for the benefit of any current or former employees, officers, agentsconsultants, consultants agents or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit PlansBENEFIT PLANS"). The Company has made available delivered to Parent true and complete copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service (the "IRS") with respect to each Company Benefit Plan (if any such report was required), (xiii) the most recent actuarial report and financial statement with respect to each Benefit Plan, as applicable, (iv) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (yv) the most recent IRS determination letter, if any, for each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (zvi) the most recent determination letter received from the Internal Revenue Service with respect each trust agreement and group annuity contract relating to each Company any Benefit Plan intended to qualify under Section 401 of the CodePlan.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule 3.18(a) contains a list and brief description of all "each “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "Company a “Pension Plans"Plan”), "“employee welfare benefit plans" plan” (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "a “Welfare Plans"Plan”), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintainedmaintained or contributed to, or required to be maintained or contributed to, by the Company, any Company Subsidiary or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), ERISA Affiliate for the benefit of any current present or former officers, employees, officers, agents, consultants directors or directors independent contractors of the Company or any of its subsidiaries Company Subsidiary (all of the foregoing being herein called "Company “Benefit Plans"”). The Company has made available delivered to Parent Purchaser true and complete copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions a description thereof), (wii) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredrequired by Applicable Law), (xiii) the most recent summary plan description (or similar document) for each Company Table of Contents Benefit Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yiv) each trust agreement, group agreement and insurance or annuity contract and/or or other funding or financing arrangement relating to any Company Benefit Plan and (z) Plan. To the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 Knowledge of the CodeCompany, each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule 3.10(a) ------------------------ contains a list of (i) all "employee pension benefit plans" (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employmentall bonus, stock optionsoption, stock purchase, stock-based awardsaward, stock purchases----- restricted stock, compensationincentive, deferred compensation, bonusesretiree medical or life insurance, severancesupplemental retirement, vacation, fringe benefits severance or other employee benefitsbenefit plans, in each case maintainedprograms or arrangements, or contributed toincluding payroll practices, by the Company with respect to which Parent or any of its subsidiaries or any other person or entity that, together with the Company Parent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the CompanyParent, a "Commonly Controlled Entity")) has any -------------------------- current obligation or which are currently maintained, contributed to or sponsored by a Commonly Controlled Entity for the benefit of any current or former employees, officers, agents, consultants agents or directors of the Company Parent or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans") and (ii) ------------- all employment, consulting, retention, termination, severance or other contracts or agreements (excluding stock option agreements) pursuant to which Parent or any of its subsidiaries has any obligation with respect to any current or former employees, officers, agents or directors of Parent or any of its subsidiaries (the "Employee Agreements"). The Company Parent has ------------------- made available to Parent Lender true and complete copies of (v) each Company Employee Agreement (or in the case of any unwritten Employee Agreement, a description thereof), (w) each Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wx) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (xy) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan beneficiaries and (z) the most recent determination letter received from the Internal Revenue Service with respect each trust agreement and group annuity contract relating to each Company any Benefit Plan intended to qualify under Section 401 of the CodePlan.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule 3.18(a) contains a list and brief description of all "each “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "Company a “Pension Plans"Plan”), "“employee welfare benefit plans" plan” (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "a “Welfare Plans"Plan”), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintainedmaintained or contributed to, or required to be maintained or contributed to, by the Company, any Company Subsidiary or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), ERISA Affiliate for the benefit of any current present or former officers, employees, officers, agents, consultants directors or directors independent contractors of the Company or any of its subsidiaries Company Subsidiary (all of the foregoing being herein called "Company “Benefit Plans"”). The Company has made available delivered to Parent Purchaser true and complete copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions a description thereof), (wii) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredrequired by Applicable Law), (xiii) the most recent summary plan description (or similar document) for each Company Benefit Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yiv) each trust agreement, group agreement and insurance or annuity contract and/or or other funding or financing arrangement relating to any Company Benefit Plan and (z) Plan. To the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 Knowledge of the CodeCompany, each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects.