Common use of Employee Benefits Plans; ERISA Clause in Contracts

Employee Benefits Plans; ERISA. (a) Neither CCMH nor its subsidiaries has any obligation to create any material employee benefit plans, programs, arrangements and practices for employees (such plans, programs, arrangements and practices of CCMH and its subsidiaries being referred to as the "CCMH Plans"), including employee benefit plans within the meaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits or to amend any such plan so as to increase benefits thereunder, except as required under the terms of CCMH Plans, under existing collective bargaining agreements or to comply with applicable law. (b) No member of CCMH's "controlled group," within the meaning of Section 4001(a)(14) of ERISA, maintains or contributes to, or within the five (5) years preceding the Effective Time has maintained or contributed to, an employee pension benefit plan subject to Title IV of ERISA. None of the CCMH Plans obligates CCMH or any of its subsidiaries to pay material separation, severance, termination or similar-type benefits solely as a result of any transaction contemplated by this Agreement or as a result of a "change in control," within the meaning of such term under Section 280G of the Code. None of CCMH Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of CCMH or any of its subsidiaries except as otherwise required with respect to health plan coverage in Section 4980B of the Code. Each of CCMH Plans is subject only to the laws of the United States or a political subdivision thereof. (c) Each CCMH Plan has been operated in all respects in accordance with the requirements of all applicable laws and all persons who participate in the operation of such CCMH Plans and all CCMH Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable laws, except where violations of such applicable laws would not, individually or in the aggregate, have a CCMH Material Adverse Effect, taken as a whole. CCMH and its subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and CCMH has no knowledge of any default or violation by any party to, any CCMH Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a CCMH Material Adverse Effect, taken as a whole. No legal action, suit or claim is pending or, to the knowledge of CCMH, threatened with respect to any CCMH Plan (other than claims for benefits in the ordinary course) and, to the knowledge of CCMH, no fact or event exists that could give rise to any such action, suit or claim. Neither CCMH nor any of its subsidiaries has incurred any material liability to the Pension Benefit Guaranty Corporation (other than premiums payable to the Pension Benefit Guaranty Corporation in the ordinary course) or any material "withdrawal liability" within the meaning of Section 4201 of ERISA. (d) Each CCMH Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each trust established in connection with any CCMH Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the knowledge of CCMH, no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such CCMH Plan or the exempt status of any such trust. No trust maintained or contributed to by CCMH or any of its subsidiaries is intended to be qualified as a voluntary employees' beneficiary association or is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code. (e) To CCMH's knowledge, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any CCMH Plan. CCMH and each of its subsidiaries has not incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code and, to the knowledge of CCMH, no fact or event exists that could give rise to any such liability except for liability which singly or in the aggregate could not reasonably be expected to cause a CCMH Material Adverse Effect. (f) All contributions, premiums or payments required to be made with respect to any CCMH Plan have been made on or before their due dates. (g) The CCMH Minute Book sets forth a true and complete list of each current or former employee, officer or director of CCMH or any of its subsidiaries who holds any option to purchase CCMH Common Stock as of the date of this Agreement, together with the number of shares of CCMH Common Stock subject to such option, the date of grant of such option, the option price of such option, whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO") and the expiration date of such option. The CCMH Minute Book also sets forth the total number of such ISOs and such non-qualified options. (h) Neither CCMH nor any of its subsidiaries is a party to any employment, severance, consulting or other similar contracts with any employees, officers or directors of CCMH or any of its subsidiaries other than such contracts that are disclosed in CCMH SEC Reports. Neither CCMH nor any of its subsidiaries is a party to any collective bargaining agreements.

Employee Benefits Plans; ERISA. (a) Neither CCMH CHI nor its subsidiaries has any obligation to create any material employee benefit plans, programs, arrangements and practices for employees (such plans, programs, arrangements and practices of CCMH CHI and its subsidiaries being referred to as the "CCMH CHI Plans"), including employee benefit plans within the meaning set forth in Section 3(3) of ERISA, or other similar material arrangements for the provision of benefits or to amend any such plan so as to increase benefits thereunder, except as required under the terms of CCMH CHI Plans, under existing collective bargaining agreements or to comply with applicable law. (b) No member of CCMHCHI's "controlled group," within the meaning of Section 4001(a)(14) of ERISA, maintains or contributes to, or within the five (5) years preceding the Effective Time has maintained or contributed to, an employee pension benefit plan subject to Title IV of ERISA. None of the CCMH CHI Plans obligates CCMH CHI or any of its subsidiaries to pay material separation, severance, termination or similar-type benefits solely as a result of any transaction contemplated by this Agreement or as a result of a "change in control," within the meaning of such term under Section 280G of the Code. None of CCMH CHI Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of CCMH CHI or any of its subsidiaries except as otherwise required with respect to health plan coverage in Section 4980B of the Code. Each of CCMH CHI Plans is subject only to the laws of the United States or a political subdivision thereof. (c) Each CCMH CHI Plan has been operated in all respects in accordance with the requirements of all applicable laws and all persons who participate in the operation of such CCMH CHI Plans and all CCMH CHI Plan "fiduciaries" (within the meaning of Section 3(21) of ERISA) have acted in accordance with the provisions of all applicable laws, except where violations of such applicable laws would not, individually or in the aggregate, have a CCMH CHI Material Adverse Effect, taken as a whole. CCMH CHI and its subsidiaries have performed all obligations required to be performed by any of them under, are not in any respect in default under or in violation of, and CCMH CHI has no knowledge of any default or violation by any party to, any CCMH CHI Plan, except where such failures, defaults or violations would not, individually or in the aggregate, have a CCMH CHI Material Adverse Effect, taken as a whole. No legal action, suit or claim is pending or, to the knowledge of CCMHCHI, threatened with respect to any CCMH CHI Plan (other than claims for benefits in the ordinary course) and, to the knowledge of CCMHCHI, no fact or event exists that could give rise to any such action, suit or claim. Neither CCMH CHI nor any of its subsidiaries has incurred any material liability to the Pension Benefit Guaranty Corporation (other than premiums payable to the Pension Benefit Guaranty Corporation in the ordinary course) or any material "withdrawal liability" within the meaning of Section 4201 of ERISA. (d) Each CCMH CHI Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified, and each trust established in connection with any CCMH CHI Plan that is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt, and, to the knowledge of CCMHCHI, no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such CCMH CHI Plan or the exempt status of any such trust. No trust maintained or contributed to by CCMH CHI or any of its subsidiaries is intended to be qualified as a voluntary employees' beneficiary association or is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code. (e) To CCMHCHI's knowledge, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any CCMH CHI Plan. CCMH CHI and each of its subsidiaries has not incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code and, to the knowledge of CCMHCHI, no fact or event exists that could give rise to any such liability except for liability which singly or in the aggregate could not reasonably be expected to cause a CCMH CHI Material Adverse Effect. (f) All contributions, premiums or payments required to be made with respect to any CCMH CHI Plan have been made on or before their due dates. (g) The CCMH CHI Minute Book sets forth a true and complete list of each current or former employee, officer or director of CCMH CHI or any of its subsidiaries who holds any option to purchase CCMH CHI Common Stock as of the date of this Agreement, together with the number of shares of CCMH CHI Common Stock subject to such option, the date of grant of such option, the option price of such option, whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO") and the expiration date of such option. The CCMH CHI Minute Book also sets forth the total number of such ISOs and such non-qualified options. (h) Neither CCMH CHI nor any of its subsidiaries is a party to any employment, severance, consulting or other similar contracts with any employees, officers or directors of CCMH CHI or any of its subsidiaries other than such contracts that are disclosed in CCMH CHI SEC Reports. Neither CCMH CHI nor any of its subsidiaries is a party to any collective bargaining agreements.