Common use of Employee Plans; ERISA Clause in Contracts

Employee Plans; ERISA. (a) Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan has been made available to the Buyer. (b) All Employee Plans are in compliance in form and operation in all material respects with their terms and with the provisions of ERISA, the Code and other applicable law and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended to apply, except where noncompliance would not result in a liability to Buyer. (c) As of the Closing, full payment to each Employee Plan of all contributions or other remittances or payments (including all employer contributions, employee salary reduction contributions, premiums and other amounts) that are required to be made by the Seller Parties and their Affiliates under the terms thereof and under ERISA or the Code have been made on a timely basis, except where such failure would not result in a liability to Buyer. (d) Each Employee Plan that is subject to the minimum funding standards of the Code or ERISA satisfies in all material respects such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. (e) None of the assets of any Employee Plan are subject to any lien under ERISA Section 302(f) or Code Section 412(n) or 430(n). (f) With respect to each Employee Plan maintained or contributed to by the Seller Parties or their Affiliates that is intended to be a plan that is qualified under Section 401(a) of the Code, each such Employee Plan has received a favorable determination letter, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, regarding its qualified status, and its related trust is tax-exempt under the Code and there are no existing facts or circumstances that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualification under Section 401(a) and related sections of the Code or such related trust’s tax-exempt status.

Employee Plans; ERISA. (a) Section 4.8(a) of the Company Disclosure Schedule 3.18 sets forth a list complete list, as of the date hereof, of each Employee Plan in effect as and each Benefit Arrangement that is sponsored, maintained or contributed to or required to be contributed to by any Intel Company or by an ERISA Affiliate thereof for the benefit of current and former directors and employees of the date of this AgreementIntel Companies. A The Company has made available to Purchaser a true and correct complete copy of each such Employee Plan has been made available to and all amendments thereto (or, in the Buyercase of any unwritten Employee Plans, descriptions thereof) and a true and complete copy of the following items (in each case, only if applicable): (i) each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed and the previous year’s annual reports on IRS Form 5500 and (iv) the most recently received IRS determination letter. (b) All Each Employee Plans are in compliance in form Plan and operation Benefit Arrangement has been operated and administered in all material respects in accordance with their its terms and with the provisions of ERISAapplicable Laws, the Code and other applicable law including ERISA and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended to apply, except where noncompliance would not result in a liability to BuyerCode. (c) As of the ClosingExcept as would not reasonably be expected to result in a material Loss to any Transferred Company, full payment to each Employee Plan of all contributions or other remittances or payments (including all employer contributions, employee salary reduction contributions, premiums and other amounts) that are required to be made by the Seller Parties and their Affiliates under the terms thereof and under ERISA or the Code have been made on a timely basis, except where such failure would not result in a liability to Buyer. (d) Each Employee Plan that is subject to the minimum funding standards of the Code or ERISA satisfies in all material respects such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. (e) None of the assets of any Employee Plan are subject to any lien under ERISA Section 302(f) or Code Section 412(n) or 430(n). (f) With respect to each Employee Plan maintained or contributed to by the Seller Parties or their Affiliates that is intended to be a plan that is qualified qualify under Section 401(a) of the Code, Code has either received a favorable determination letter from the IRS with respect to each such Employee Plan has received a favorable determination letteras to its qualified status under the Code, or with respect to a prototype planEmployee Plan, can rely on an the prototype sponsor has received a favorable IRS opinion letter, or the Employee Plan or prototype sponsor has remaining a period of time under applicable Code regulations or pronouncements of the IRS in which to apply for such a letter and make any amendments necessary to obtain a favorable determination or opinion as to the qualified status of each such Employee Plan, and the trusts maintained pursuant to each such Employee Plan are exempt from federal income taxation under Section 501 of the Code. To the Knowledge of the Company, no event has occurred since the most recent determination or opinion letter from the Internal Revenue Service or application therefor relating to the prototype plan sponsor, regarding its qualified status, and its related trust is tax-exempt under the Code and there are no existing facts or circumstances any such Employee Plan that could would reasonably be expected to adversely affect the qualification of such Employee Benefit Plan’s qualification . (d) No Liability under Title IV or Section 401(a) and related sections 302 of ERISA or Section 412 of the Code has been incurred by any of the Intel Companies or any ERISA Affiliate thereof that has not been satisfied in full, and no event or circumstance exists that would reasonably be expected to result in any such related trust’s taxLiability being incurred by any of the Intel Companies. No Employee Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and no Employee Plan is subject to Title IV of ERISA. (e) Except as would not reasonably be expected to result in a material Loss to any Transferred Company, there are no (i) claims pending or, to the Knowledge of the Company, threatened or anticipated (other than routine claims for benefits), against or involving any Employee Plan or Benefit Arrangement or the assets of any Employee Plan or Benefit Arrangement or against any of the Intel Companies or any ERISA Affiliate thereof, in each case, with respect to any Employee Plan or Benefit Arrangement, (ii) audits pending or, to the Knowledge of the Company, threatened, by any Governmental Entity involving any Employee Plan or Benefit Arrangement or (iii) to the Knowledge of the Company, investigations pending or threatened by any Governmental Entity involving any Employee Plan or Benefit Arrangement. (f) Except as set forth in Section 4.8(f) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated hereby will, either alone or in conjunction with any other event, (i) entitle any current or former director, employee, consultant or independent contractor of any Intel Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any such director, employee, consultant or independent contractor, or (iii) accelerate the time of payment or vesting of compensation due any such director, employee, consultant or independent contractor. (g) Except as set forth on Section 4.8(g) of the Company Disclosure Schedule, there is no Employee Plan or Benefit Arrangement that, individually or collectively, could give rise to the payment of any amount that would not be deductible by reason of Section 280G of the Code. None of the Benefit Arrangements in which employees of the Intel Companies participates provides for any indemnity for Taxes imposed under Section 4999 or 409A of the Code. (h) Except as would not reasonably be expected to result in a material Loss to any Transferred Company, no Tax under Section 4980B or 4980D of the Code has been incurred in respect of any Employee Plan that is a group health plan, as defined in Section 5000(b)(1) of the Code. (i) With respect to the employees and former employees of the Intel Companies, none of the Intel Companies has any material obligations for post-retirement health or life insurance benefits under any Benefit Arrangement or Employee Plan (other than for continuation coverage required to be provided pursuant to Section 4980B of the Code). (j) Except as would not reasonably be expected to result in a material Loss to any Transferred Company, any Benefit Arrangement or Employee Plan, any “non-qualified deferred compensation plan” (as such term is defined under section 409A(d)(1) of the Code and the guidance issued thereunder) of the Company and any of the Intel Companies under which the Company and/or any of the Intel Companies makes, is obligated to make, or promises to make any payments or other awards to or on behalf of any employee, officer or director of any of the Intel Companies (each, a “409A Plan”) (i) meets and has met the requirements of Section 409A of the Code, (ii) is and has been operated in accordance therewith, (iii) is and has been operated in good faith compliance with the transitional relief and all guidance and regulations provided by the Internal Revenue Service under Section 409A of the Code, and (iv) has not been funded by an off-shore arrangement described in Section 409A(b)(1) of the Code. (k) Except as would not reasonably be expected to result in a material Loss to any Transferred Company, any Benefit Arrangement or Employee Plan, no non-exempt status“prohibited transaction,” as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan sponsored by an Intel Company.

Employee Plans; ERISA. (a) Schedule 3.18 2.17 sets forth a list of each material Employee Plan in effect as maintained by Seller for the benefit of employees of the date of this AgreementBusiness (a “Business Employee Plan”). A true and correct copy of each such Employee Plan has been made available to the Buyer. (b) All Employee Plans are Seller is in compliance in form and operation in all material respects with their the terms of all Business Employee Plans and each such Business Employee Plan is in compliance, in all material respects, with all of the requirements and provisions of applicable law, including the Employee Retirement Income Security Act of 1974, as amended (“ERISA, the Code and other applicable law ”) and the rules and regulations promulgated thereunder Code. Neither Seller nor any ERISA Affiliate maintains or has any liability with respect to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended any plan which is subject to apply, except where noncompliance would not result in a liability to Buyer. (c) As Title IV of ERISA or Section 412 of the ClosingCode, full payment nor contributes to, is obligated to each Employee Plan contribute to or has any liability with respect to any “multi-employer plan” as defined in Section 3(37) of all contributions or other remittances or payments (including all employer contributions, employee salary reduction contributions, premiums and other amounts) that are required to be made by the Seller Parties and their Affiliates under the terms thereof and under ERISA or the Code have been made on a timely basis, except where such failure would not result in a liability to Buyer. (d) ERISA. Each Business Employee Plan that is subject to the minimum funding standards of the Code or ERISA satisfies in all material respects such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. (e) None of the assets of any Employee Plan are subject to any lien under ERISA Section 302(f) or Code Section 412(n) or 430(n). (f) With respect to each Employee Plan maintained or contributed to by the Seller Parties or their Affiliates that is intended to be a plan that is qualified qualify under Section 401(a) of the Code, each such Employee Plan Code has received a favorable determination letter, letter from the IRS or may rely on an opinion letter issued by the IRS with respect to a prototype planplan adopted in accordance with the requirements for such reliance, can rely on an opinion letter from the Internal Revenue Service or has time remaining for application to the prototype plan sponsorIRS for a determination of the qualified status of such Business Employee Plan for any period for which such Business Employee Plan would not otherwise be covered by an IRS determination and, regarding its qualified statusto the Knowledge of Seller, no event or omission has occurred which would cause any Business Employee Plan to lose such qualification. None of the Business Employee Plans provides, and its related trust neither Seller nor any ERISA Affiliate has any obligation to provide, health care or any other non-pension benefits to any employees after their employment is tax-exempt under the Code and there are no existing facts or circumstances that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualification under terminated (other than as required by Part 6 of Subtitle B of Title I of ERISA). (b) For purposes of this Section 401(a) and related sections of the Code or such related trust’s tax-exempt status.2.17: