Common use of Employee Plans; ERISA Clause in Contracts

Employee Plans; ERISA. (a) Except as set forth in Section 2.14 of the Company Schedule, Company is not a party to any employment agreement. (b) Company is not a party to any collective bargaining agreement. (c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent. (d) None of the Plans is a multiemployer plan within the meaning of Section 4001 of ERISA. (e) Each of the Plans is in compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA. (f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendment necessary to obtain such a favorable determination. Company does not have any commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms. (g) Neither Company nor any of its Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Company contributed to or been requested to contribute to any "multiemployer plan," as such term is defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Company nor any officer or director of Company or any of its subsidiaries is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. (h) None of the Plans promises or provides medical or other welfare benefits to any former employee of Company except as required by COBRA or other applicable law or by the terms of a written agreement with such former employee, and Company has not represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three (3) years. Company is in compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided in the Company Stock Plan, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Employee Plans; ERISA. (a) Except as set forth in Section 2.14 of the Company Schedule, Company is not a party to any written employment agreement. (b) Company is not a party to any collective bargaining agreement. (c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), employee stock ownership plan ("ESOP"), savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all current or former employees or directors of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan which is set forth in writing has been furnished to Parent. (d) None of the Plans is a "multiemployer plan plan" within the meaning of Section 4001 4001(3) of ERISA.ERISA (a "Multiemployer Plan"). ------------------ (e) Each of the Plans is in substantial compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA. (f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code either has been issued 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 or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and to make any amendment necessary to obtain such a favorable determinationdetermination letter. Company does not have any commitment (other than to the extent required to comply with the provisions of this Agreement) to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms. (g) Neither Company nor any entity which is considered one employer with Company under Section 4001 of its Affiliates ERISA or Section 414 of the Code (an "ERISA Affiliate") has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Company or any ERISA Affiliate contributed to or been requested obligated to contribute to any "multiemployer plan," as such term is defined in ERISA Multiemployer Plan, or to any plan described in Section 413(c) of the Code. Neither Company nor any officer or director of Company or any of its subsidiaries is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. (h) None As of the date hereof, there is no material pending or, to the knowledge of Company, threatened, litigation relating to the Plans. Except as set forth in Section 2.14 of the Company Schedule, none of the Plans promises or provides medical or other welfare benefits to any former employee of Company except as required by COBRA Sections 6.1 through 6.7 of ERISA or other applicable law or by the terms of a written agreement with such former employeelaw, and Company has not represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three (3) years. Company is in substantial compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided in Company's Bonus Plan (as defined below) and other stock option or incentive plans or employment arrangements set forth in Sections 2.14 and 5.11 of the Company Stock PlanSchedule and as otherwise specifically contemplated herein, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholderstockholder, director or employee of Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment payment, funding or vesting of any such benefitsbenefits under any Plan. Company's Second Amended and Restated Executive Change of Control Bonus Plan (the "Bonus Plan") was duly adopted on October 13, 2003 by Company's board of directors and duly approved on October 14, 2003 by the holders of not less than 75% of the Company Stock on an as-converted basis qualified to approve such Bonus Plan, in each case in accordance with the Company Charter Documents and applicable law, and has not subsequently been amended, modified or restated. No stockholder, employee or creditor of Company has made or is entitled to or will at any time be entitled to make any claims against Company as a result of Company's adoption of the Bonus Plan or with respect to any payment thereunder.

Employee Plans; ERISA. (a) Except as set forth in Section 2.14 of the Company Schedule, neither Company nor Subsidiary is not a party to any employment agreement. (b) Neither Company nor Subsidiary is not a party to any collective bargaining agreement. (c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company or Subsidiary (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent. (d) None of the Plans is a multiemployer plan within the meaning of Section 4001 of ERISA. (e) Each of the Plans is in compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA. (f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendment necessary to obtain such a favorable determination. Neither Company does not have nor Subsidiary has any commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms. (g) Neither Company Company, Subsidiary nor any of its their respective Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Company or Subsidiary contributed to or been requested to contribute to any "multiemployer plan," as such term is defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Company Company, Subsidiary nor any officer or director of Company or any of its subsidiaries Subsidiary is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. (h) None of the Plans promises or provides medical or other welfare benefits to any former employee of Company or Subsidiary except as required by COBRA or other applicable law or by the terms of a written agreement with such former employee, and neither Company nor Subsidiary has not represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Neither Company nor Subsidiary is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company or Subsidiary is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company or Subsidiary and any group of its employees nor has Company or Subsidiary experienced any labor interruptions over the past three (3) years. Company is and Subsidiary are in compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided in the Company Stock Plan, neither Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of Company or Subsidiary under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.

Employee Plans; ERISA. (a) Except as set Schedule 4.22 sets forth in a list of each benefit and compensation plan, program and arrangement including, but not limited to “employee benefit plans” within the meaning of Section 2.14 3(3) of ERISA and pension, retirement, post-retirement, profit sharing, deferred compensation, stock ownership, stock option, stock purchase, stock appreciation rights, stock bonus or other similar plan relating to the Company ScheduleBusiness, Company is not a party the Stations and the Purchased Assets; each medical, vision, dental, disability or other health plan; each life insurance plan relating to the Business, the Stations and the Purchased Assets; and any employment agreementother employee benefit plan relating to the Business, the Stations and the Purchased Assets which covers or has covered employees or former employees of Tribune Denver (the “Employee Plans”). (b) Company is Tribune and Tribune Denver warrant that the Closing will not a party result in the imposition of liability with respect to any collective bargaining agreementmultiemployer plan or defined benefit plan which could be assessed against Optionee. (c) Set forth Each Employee Plan and each related trust agreement, annuity contract or other funding instrument is in Section 2.14 of compliance, both as to form and operation, in all material respects, with applicable law (including, where applicable, ERISA and the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Code)), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent. (d) None Each Employee Plan which is intended to be qualified under Code Section 401(a) is so qualified, has been so qualified during the period from its adoption to date, and has been determined by the Internal Revenue Service to be so qualified, and each trust forming a part of such Employee Plan is exempt from tax pursuant to Code Section 501(a). Neither Tribune nor Tribune Denver knows of any fact or set of circumstances that has adversely affected or could reasonably adversely affect the Plans qualification of such Employee Plan. Except for as set forth in Schedule 4.22, (i) neither Tribune nor Tribune Denver has or has had any liability for unpaid contributions with respect to any Employee Plan that is a multiemployer plan within the meaning of an “employee pension benefit plan” as defined in Section 4001 3(2) of ERISA; (ii) either Tribune or Tribune Denver has made all required contributions under such plan for all periods; and (iii) proper accruals have been made and are reflected on the appropriate balance sheet, books and records. (e) Each of the Plans No plan which is in compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA. (f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified an employee benefit plan under Section 401(a3(3) of the Code and each trust intended to qualify under ERISA has engaged in a transaction that is a Prohibited Transaction as defined in Section 501(a) of the Code still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendment necessary to obtain such a favorable determination. Company does not have any commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms. (g) Neither Company nor any of its Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV 406 of ERISA or Section 412 of the Code and at no time has Company contributed to or been requested to contribute to any "multiemployer plan," as such term is defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Company nor any officer or director of Company or any of its subsidiaries is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 for which there is no exemption and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to which Seller has on the date hereof incurred any Plan. (h) None of the Plans promises Liability which, individually or provides medical or other welfare benefits to any former employee of Company except as required by COBRA or other applicable law or by the terms of a written agreement with such former employee, and Company has not represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three (3) years. Company is in compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided in the Company Stock Planaggregate, neither could reasonably be expected to have a Material Adverse Effect upon the execution Business, the Stations and delivery of this Agreement nor the consummation of the transactions contemplated hereby will Purchased Assets (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefitstaken as a whole).

Employee Plans; ERISA. (a) Except as set Schedule 3.22 sets forth in a list of each benefit and compensation plan, program and arrangement including, but not ------------- limited to “employee benefit plans” within the meaning of Section 2.14 3(3) of ERISA and pension, retirement, post-retirement, profit sharing, deferred compensation, stock ownership, stock option, stock purchase, stock appreciation rights, stock bonus or other similar plan relating to the Business, the Station and the Purchased Assets; each medical, vision, dental, disability, worker's compensation, or other health plan; each life insurance plan relating to the Business, the Station and the Purchased Assets; and any other employee benefit plan relating to the Business, the Station and the Purchased Assets which covers or has covered employees or former employees of the Company Schedule, Company is not a party to any employment agreementEmmis Entities (the “Employee Plans”). (b) Company is The Emmis Entities warrant that the Closing will not a party result in the imposition of liability with respect to any collective bargaining agreementmultiemployer plan or defined benefit plan which could be assessed against Buyer. (c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Each Employee Retirement Income Security Act of 1974Plan and each related trust agreement, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life annuity contract or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent. (d) None of the Plans is a multiemployer plan within the meaning of Section 4001 of ERISA. (e) Each of the Plans funding instrument is in compliance in all material respects respects, both as to form and operation, with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, law (including, but not limited towhere applicable, ERISA and the Code and ERISACode). (fd) There are no auditsEach Employee Plan which is intended to be qualified under Code Section 401(a) is so qualified, inquiries or proceedings pending orhas been so qualified during the period from its adoption to date, to the knowledge of Company, threatened and has been determined by the Internal Revenue Service to be so qualified, and each trust forming a part of such Employee Plan is exempt from tax pursuant to Code Section 501(a). The Emmis Entities do not know of any fact or set of circumstances that have adversely affected or could reasonably adversely affect the qualification of such Employee Plan. Except for as set forth in Schedule 3.22, (the "IRS"i) neither Emmis Entity has ------------- or Department of Labor (the "DOL") had any liability for unpaid contributions with respect to any Plans. All contributions, reserves or premium payments Employee Plan that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA; (ii) the Emmis Entities have made all required to be made or accrued as of the date hereof to the Plans contributions under such plan for all periods; and (iii) proper accruals have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of and are reflected on the Code appropriate balance sheet, books and each trust intended to qualify under Section 501(a) of the Code still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendment necessary to obtain such a favorable determination. Company does not have any commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its termsrecords. (ge) Neither Company nor any of its Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any No plan subject to Title IV which is an employee benefit plan under Section 3(3) of ERISA or Section 412 of the Code and at no time has Company contributed to or been requested to contribute to any "multiemployer plan," engaged in a transaction that is a Prohibited Transaction as such term is defined in Section 406 of ERISA or to any plan described in Section 413(c) of the Code. Neither Company nor any officer or director of Company or any of its subsidiaries is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of and Section 4975 of the Code or Sections 406 for which there is no exemption and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to which an Emmis Entity has on the date hereof incurred any Plan. (h) None of the Plans promises Liability which, individually or provides medical or other welfare benefits to any former employee of Company except as required by COBRA or other applicable law or by the terms of a written agreement with such former employee, and Company has not represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three (3) years. Company is in compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided in the Company Stock Planaggregate, neither could reasonably be expected to have a Material Adverse Effect upon the execution Business, the Station and delivery of this Agreement nor the consummation of the transactions contemplated hereby will Purchased Assets (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefitstaken as a whole).

Employee Plans; ERISA. (a) Except as set forth in Section 2.14 of the Company Schedule, Company is not a party to any employment agreement. (b) Company is not a party to any collective bargaining agreement. (c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent. (d) None of the Plans is a multiemployer plan within the meaning of Section 4001 of ERISA. (e) Each of the Plans is in compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA. (f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code still has a remaining is within its remedial amendment period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a GUST determination letter and to make any amendment necessary to obtain such a favorable determination. Company does not have any has no commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable lawlaw or as set forth in Section 2.14(f) of the Company Schedule). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms. (g) Neither Company nor any of its Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has Company contributed to or been requested to contribute to any "multiemployer plan," as such term is defined in ERISA or to any plan described in Section 413(c) of the Code. Neither Company nor any officer or director of Company or any of its subsidiaries is subject to any material liability or penalty under Sections 4975 through 4980B of the Code or Title I of ERISA. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Plan. (h) None of the Plans promises or provides medical or other welfare benefits to any former employee of Company except as required by COBRA or other applicable law or by the terms of a written agreement with such former employee, and Company has not represented, promised or contracted (whether in oral or written form) to provide such welfare retiree benefits to any employee, former employee, director, consultant or other person, except to the extent required by statute. (i) Company is not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. No employee of Company is represented by any labor union or covered by any collective bargaining agreement and, to the knowledge of Company, no campaign to establish such representation is in progress. There is no pending or, to the knowledge of Company, threatened labor dispute involving Company and any group of its employees nor has Company experienced any labor interruptions over the past three (3) years. Company is in compliance in all material respects with all applicable material foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours. (j) Except as provided set forth in Section 2.14(j) of the Company Stock PlanSchedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any shareholder, director or employee of Company under any Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Plan, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Notwithstanding the foregoing, at the Closing, the employees of Company will cease participating in the Plans and will become 100% vested in their accounts in the re: Member Data Services 401(K) Plan.