Common use of Employee Compensation and Benefit Plans Clause in Contracts

Employee Compensation and Benefit Plans. SECTION 3.01(l) OF THE COMPANY DISCLOSURE SCHEDULE lists all compensation or benefits plans, programs or arrangements (including, but not limited to, those subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), employment agreements, cash or equity-based bonus or incentive arrangements, severance arrangements and vacation policies) sponsored, maintained or contributed to by the Company or any Subsidiary of the Company or to which the Company or any Subsidiary of the Company is a party (the "BENEFIT PLANS"), documentation for which has been delivered or made available to Parent. Each Benefit Plan has been maintained and operated in material compliance with its terms and all applicable laws, and each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times so qualified or, to the extent the law has changed, the plan is still within the remedial amendment period in which amendments may be adopted. No Benefit Plan (i) is a "defined benefit plan" within the meaning of Section 3(35) of ERISA, or (ii) provides or provided post-retirement health or death benefit coverage (other than as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code), and no such plan was terminated at any time during the six year period prior to the date hereof. The Company is not now, and at no time has been, a member of a "controlled group" within the meaning of Section 412(n)(6)(B) of the Code with any entity other than a Subsidiary of the Company, and there are no circumstances pursuant to which the Company or any Subsidiary of the Company could have been liable (either directly, secondarily, jointly or contingently) under Title IV of ERISA or Sections 4971 through 4980E of the Code or under Section 502(i) or (l)

Employee Compensation and Benefit Plans. SECTION 3.01(l(i) OF THE COMPANY DISCLOSURE SCHEDULE lists all compensation or benefits plansIt has disclosed in Section 4.3(k) of its Disclosure Letter, programs or arrangements (including, but not limited to, those subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), employment agreements, cash or equity-based bonus or incentive arrangements, severance arrangements and vacation policies) sponsored, maintained or contributed to by the Company or any Subsidiary of the Company or to which the Company or any Subsidiary of the Company is a party (the "BENEFIT PLANS"), documentation for which has been delivered or made available available, to Parentthe extent requested, to the other Party prior to the date of this Agreement correct and complete copies of, all of its Compensation and Benefit Plans, other than Compensation and Benefit Plans maintained outside of the United States primarily for the benefit of its employees working outside of the United States. Neither it nor any of its Subsidiaries has an “obligation to contribute” (as defined in ERISA Section 4212) nor have they ever had an obligation to contribute to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) and 3(37)(A)). Each Benefit Plan has been “employee pension benefit plan,” as defined in Section 3(2) of ERISA, that was, within six years preceding the date of this Agreement, ever maintained by it or any of its Subsidiaries and operated in material compliance with its terms and all applicable laws, and each Benefit Plan that was intended to qualify under Section 401(a) of the Code Internal Revenue Code, is disclosed as such in Section 4.3(k) of its Disclosure Letter. (ii) It has at all times so qualified ordelivered or made available to the other Party, to the extent requested, prior to the law has changeddate of this Agreement correct and complete copies of the following documents: (A) all trust agreements or other funding arrangements for its Compensation and Benefit Plans (including insurance Contracts), and all amendments thereto (all such trust agreements and other funding arrangements are disclosed in Section 4.3(k) of its Disclosure Letter), (B) with respect to any such Compensation and Benefit Plans or amendments, the most recent determination letters, and all material rulings, material opinion letters, material information letters, or material advisory opinions issued by the Internal Revenue Service, the United States Department of Labor, or the PBGC or any equivalent foreign taxing or regulatory authority after December 31, 1996, (C) annual reports or returns, audited or unaudited financial statements, actuarial valuations and reports, and summary annual reports prepared for any Compensation and Benefit Plans with respect to the most recent plan year, and (D) the most recent summary plan descriptions and any material modifications thereto. (iii) All of its Compensation and Benefit Plans are in substantial compliance with the applicable terms of ERISA, the Internal Revenue Code, and any other applicable Laws and have been administered in accordance with their terms. Except as disclosed in Section 4.3(k) of its Disclosure Letter, each of its ERISA Plans which is still within intended to be qualified under Section 401(a) of the remedial amendment period Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service covering all Tax Law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 and, to its knowledge, there are no circumstances likely to result in revocation of any such favorable determination letter. Except as disclosed in Section 4.3(k) of its Disclosure Letter, each trust created under any of its ERISA Plans has been determined to be exempt from Tax under Section 501(a) of the Internal Revenue Code or its foreign equivalent and it is not aware of any circumstance which amendments may be adoptedwill or could reasonably result in revocation of such exemption. No To its knowledge, each Compensation and Benefit Plan (i) is a "defined benefit plan" providing deferred compensation or benefits subject to Section 409A of the Internal Revenue Code, including applicable transitional guidance, has been substantially operated in good faith compliance with the applicable requirements of Section 409A of the Internal Revenue Code since January 1, 2005. Any voluntary employees’ beneficiary association within the meaning of Section 3(35501(c)(9) of the Internal Revenue Code which provides benefits under a Compensation and Benefit Plan has (i) received an opinion letter from the Internal Revenue Service recognizing its exempt status under Section 501(c)(9) of the Internal Revenue Code and (ii) filed a timely notice with the Internal Revenue Service pursuant to Section 505(c) of the Internal Revenue Code, and it is not aware of circumstances likely to result in the loss of such exempt status under Section 501(c)(9) of the Internal Revenue Code. Each Compensation and Benefit Plan subject to regulation by any foreign tax or regulatory authority complies with such applicable foreign Law. There is no pending or, to its knowledge, threatened Litigation relating to any of its ERISA Plans. (iv) Neither it nor any of its Subsidiaries has engaged in a transaction with respect to any of its Compensation and Benefit Plans that, assuming the Taxable Period of such transaction expired as of the date of this Agreement or the Effective Time, would subject it or any of its Subsidiaries to a Tax or penalty imposed by either Section 4975 of the Internal Revenue Code or Section 502(i) of ERISA. (v) Except as disclosed in Section 4.3(k) of its Disclosure Letter, or (ii) provides or provided post-retirement health or death benefit coverage (other than each of its Pension Plans had, as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code)date of its most recent actuarial valuation, and no such plan was terminated assets measured at any time during the six year period prior fair market value at least equal to its “current liability,” as that term is defined in Section 302(d)(7) of ERISA. To its knowledge, since the date hereofof the most recent actuarial valuation, no event has occurred which would adversely change any such funded status. The Company is not now, and at no time has been, a member None of a "controlled group" its Pension Plans nor any “single-employer plan,” within the meaning of Section 412(n)(6)(B4001(a)(15) of ERISA, currently maintained by it or any of its Subsidiaries, or the single-employer plan of any entity which is considered one employer with it under Section 4001 of ERISA or Section 414 of the Internal Revenue Code or Section 302 of ERISA (an “ERISA Affiliate”) has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA. All required contributions with respect to any of its Pension Plans or any single-employer plan of any of its ERISA Affiliates have been timely made and there is no lien, nor is there expected to be a lien, under Internal Revenue Code Section 412(n) or ERISA Section 302(f) or Tax under Internal Revenue Code Section 4971. Neither it nor any of its Subsidiaries has provided, or is required to provide, security to any of its Pension Plans or to any single-employer plan of any of its ERISA Affiliates pursuant to Section 401(a)(29) of the Code Internal Revenue Code. (vi) With respect to any Compensation and Benefit Plan maintained in the United Kingdom or that is otherwise subject to the Laws thereof, to its knowledge, (A) no liability, which has not been settled in full, has been imposed on it or any Subsidiary under Section 144 of the Xxxxxxx Xxxxxxx Xxx 0000 or Section 75 of the Pensions Xxx 0000; (B) all death in service benefits payable in accordance with any entity other than the provisions of each such plan are fully insured (apart from money purchase benefits as defined in Section 181 of the Pension Schemes Act 1993) and it is aware of no reason why such cover may be forfeited; and (C) no employee or former employee has transferred to it or to a Subsidiary as part of a transfer of an undertaking to which the CompanyTransfer of Undertakings (Protection of Employment) Regulations 1981 applied. (vii) With respect to any Compensation and Benefit Plan maintained in Canada or that is otherwise subject to the Laws thereof, to its knowledge, (A) no event has occurred respecting any Compensation and Benefit Plan which is a “registered pension plan” as defined under the Income Tax Act (Canada) which would entitle any Person to cause the wind-up or termination, in whole or in part, of such Compensation and Benefit Plan; (B) there has been no withdrawal, and no application to any Governmental Authority for approval of such a withdrawal, of assets from such Compensation and Benefit Plan, and any application of surplus assets in such Compensation and Benefit Plan to offset required employer contributions thereto has been permitted by applicable Law and the terms of such Compensation and Benefit Plan and its associated funding agreement; and (C) with respect to any “registered pension plan”, no transfers of assets, which required the approval of any Governmental Authority from or to such Compensation and Benefit Plan to or from another benefit plan or arrangement have occurred and there are no circumstances pursuant pending or anticipated applications to which the Company transfer assets to or from any Subsidiary of the Company could have been liable such Compensation and Benefit Plan. (either directly, secondarily, jointly or contingentlyviii) No Liability under Title IV of ERISA has been or Sections 4971 through 4980E is expected to be incurred by it or any of its Subsidiaries with respect to any defined benefit plan currently or formerly maintained by any of them or by any of its ERISA Affiliates that has not been satisfied in full (other than Liability for PBGC premiums, which have been paid when due). (ix) Except as disclosed in Section 4.3(k) of its Disclosure Letter, neither it nor any of its Subsidiaries has any obligations for retiree health and retiree life benefits under any of its Compensation and Benefit Plans other than with respect to benefit coverage mandated by applicable Law. To its knowledge, it or its Subsidiaries may amend or terminate any plan not so disclosed at any time without incurring any liability thereunder other than in respect of claims incurred prior to such amendment or termination or as imposed by applicable Law. (x) There has been no amendment to, announcement by it or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Compensation and Benefit Plan which would increase the expense of maintaining such plan above the level of the Code expense incurred therefor for the most recent fiscal year. In the case of Mellon only, except as disclosed in Section 4.3(k) of its Disclosure Letter, none of the execution and delivery of this Agreement, the shareholder approval of the transactions contemplated hereby, the termination of the employment of any of its or its Subsidiaries’ employees within a specified time of the Effective Time or the consummation of the transactions contemplated hereby (A) result in any payment (including severance, golden parachute, or otherwise), whether or not in conjunction with a termination of employment, becoming due to any director or any employee of it or any of its Subsidiaries from it or any of its Subsidiaries under any of its Compensation and Benefit Plans or otherwise, other than by operation of Law, (B) increase any benefits otherwise payable under any of its Compensation and Benefit Plans, (C) result in any acceleration of the time of payment or vesting of any such benefit or funding (through a grantor trust or otherwise) of any such payment or benefit, (D) limit or restrict the right of it to merge, amend or terminate any of the Compensation and Benefit Plans or any related trust or (E) result in payments under any Compensation and Benefit Plans which would not be deductible under Section 502(i280G of the Internal Revenue Code. (xi) or (l)In the case of BNY only, the transactions contemplated under this Agreement will not constitute a “change in control” as that term is defined under any of its Compensation and Benefits Plans.

Employee Compensation and Benefit Plans. SECTION 3.01(lEach of the Buyer's employee benefit plans (as defined in Section 3(3) OF THE COMPANY DISCLOSURE SCHEDULE lists all compensation of ERISA) under which Buyer has or benefits plans, programs or arrangements (including, but not limited to, those subject to the Employee Retirement Income Security Act of 1974 may have any obligation ("ERISABuyer ERISA Plans"), and all employment agreementscontracts, cash or equity-based bonus or incentive all other employee compensation arrangements, all severance arrangements agreements and vacation policies) sponsoredall other bonus, maintained deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, stock appreciation and other employee benefit plans, funded or contributed to by the Company unfunded, under which Buyer has or may have any Subsidiary of the Company or to which the Company or any Subsidiary of the Company is a party obligation ("non-ERISA Plans," and, together with Buyer ERISA Plan, the "BENEFIT PLANSBuyer Benefit Plans"), documentation for which ) has been delivered or made available to Parent. Each Benefit Plan has been maintained and operated administered, in all material respects, in compliance with its terms and all the requirements of applicable lawslaw. Buyer does not have and has not had any Buyer Benefit Plans which are subject to Title IV of ERISA. Neither Buyer nor any of its affiliates, and each Benefit Plan intended to qualify under its employees, directors or agents, or any fiduciary, has violated Section 401(a406 of ERISA or engaged in any "Prohibited Transaction" (as defined in Section 4975(c)(1) of the Code) with respect to any Buyer ERISA Plan. Except as set forth on the SCHEDULE 3.6, the Schedule of Plan Liabilities, each Buyer ERISA Plan that is intended to be qualified under Section 401 and related provisions of the Code has at all times is the subject of a determination letter from the Internal Revenue Service to the effect that it is so qualified orunder the Code and its related funding vehicle is tax-exempt, to under Section 501 of the extent the law has changed, the plan is still within the remedial amendment period in which amendments may be adoptedCode. No matter is pending relating to any Buyer Benefit Plan before any court or governmental agency. Neither Buyer, nor any of its affiliates is, or has ever been, obligated to contribute to a multiemployer plan (i) is a "as defined benefit plan" within the meaning of in Section 3(353(37) of ERISA, or (ii) provides or provided post-retirement health or death benefit coverage (other than ). Except as required under Part 6 pursuant to the Consolidated Omnibus Budget Reconciliation Act of Subtitle B of Title I of ERISA or 1985 and Section 4980B of the Code), and no such plan was terminated at any time during the six year period prior to the date hereof. The Company is not now, and at no time has been, a member of a "controlled group" within the meaning of Section 412(n)(6)(B) of the Code with any entity other than a Subsidiary of the Company, and there are no circumstances pursuant to which the Company or any Subsidiary of the Company could have been liable (either directly, secondarily, jointly or contingently) under Title IV of ERISA or Sections 4971 through 4980E of the Code or under Section 502(i) as reflected on SCHEDULE 3.6 delivered pursuant hereto, neither Buyer, nor any other party on behalf of Buyer, has any obligation or (l)commitment to provide health, disability, or life insurance or similar welfare benefits to former employees or members of their families.

Employee Compensation and Benefit Plans. SECTION 3.01(l(a) OF THE COMPANY DISCLOSURE SCHEDULE lists all Except for the Employment Agreements and the Knowledgeweb Stock Option Agreement, the Company is not a party to or bound by any currently effective employment contract, deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or benefits plansother employee compensation agreement. Except as set forth on Schedule 4.19, programs or arrangements the Company does not maintain any "employee benefit plan" (including, but not limited to, those subject to as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA")). The Purchaser has been provided with copies of such plans, employment agreementsif any, cash or equity-based bonus or incentive arrangements, severance arrangements and vacation policies) sponsored, maintained or contributed to by the Company or any Subsidiary of the Company or agreements arising therefrom to which the Company or any Subsidiary of the Company currently is a party party. (the "BENEFIT PLANS"), documentation for which b) Each employee benefit plan has been delivered or made available to Parent. Each Benefit Plan has been maintained operated and operated administered in material compliance with its terms and all applicable lawsERISA, and each Benefit Plan intended to qualify under Section 401(a) of the Code has at and in accordance with the provisions of all times so qualified or, other applicable federal and state laws; (B) all reporting and disclosure obligations imposed under ERISA and the Code have been satisfied with respect to the extent the law has changed, the each employee benefit plan; (C) each employee benefit plan is still within the remedial amendment period in which amendments may be adopted. No Benefit Plan (i) is a "defined benefit group health plan" within the meaning of Section 3(355000 of the Code has been maintained in compliance with Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA and no tax payable on account of Section 4908B of the Code has been or is expected to be incurred; (D) all contributions due and payable on or before the Closing Date in respect of any employee benefit plan have been made in full and proper form, or adequate accruals have been provided for in the financial statements for all other contributions or amounts in respect of the employee benefit plans for periods ending prior to or on the Closing Date; (E) neither the Company not any of its ERISA Affiliates, nor to the knowledge of the Company and its ERISA Affiliates, any other "disqualified person" or "party in interest" (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to any employee benefit plan has breached the fiduciary rules of the ERISA or engaged in a prohibited transaction which could subject the Company or its ERISA Affiliates to any tax or penalty imposed under Sections 4975 of the Code or Section 502(i), (j) or (iil) provides of ERISA; and (F) neither the Company nor any of its ERISA Affiliates currently is or provided post-retirement health has ever maintained or death benefit coverage been obligated to contribute to (other than as required under Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code), and no such plan was terminated at any time during the six year period prior to the date hereof. The Company is not now, and at no time has been, a member of 1) a "controlled groupmultiple employer plan" (within the meaning of Section 412(n)(6)(B413 of the Code); (2) a "multiemployer plan" (as defined in Section 3(37) of the Code with any entity other than ERISA); (3) a Subsidiary "defined benefit plan" (as defined in Section 3(35) of the Company, and there are no circumstances pursuant to which the Company or any Subsidiary of the Company could have been liable (either directly, secondarily, jointly or contingently) under Title IV of ERISA or Sections 4971 through 4980E of the Code or under Section 502(iERISA) or (l)4) any employee benefit plan that provides post-retirement health of life insurance benefits.