Common use of Employee Matters and Benefit Plans Clause in Contracts

Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with the Business or any Purchased Entity, that affects or covers any current or former employee, officer, director, contractor or agent of the applicable Seller in connection with the Business or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” and collectively, the “Company Plans”) has been listed on Section 4.12(a) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan.

Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with any of the Business Companies or any Purchased Entityof their Subsidiaries, that affects or covers any current or former employee, officer, director, contractor or agent of any of the applicable Seller in connection with the Business Companies or any Purchased Entity of their Subsidiaries and under which any of the applicable Seller Companies or Purchased Entity any of their Subsidiaries has any Liability in connection with the Business or (y) with respect to which any of the applicable Seller contributes with respect to the Business Companies or any Purchased Entity of their Subsidiaries has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” “ and collectively, the “Company Plans”) has been listed on Section 4.12(a3.12(a)(i) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan.