Common use of EMPLOYEES, PENSION AND OTHER BENEFIT PLANS Clause in Contracts

EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) Schedule 4.9(a) lists all the Employees who, as of October 1, 1999, were employed by G-P with respect to the G-P Business, together with their respective positions, years of employment, and rates of remuneration, as of August 20, 1999. (b) Except as disclosed on Schedule 4.9(b), G-P is not a party to nor does it sponsor, maintain, or contribute to any Employee Plans that provide benefits to Employees or Retired Employees of the G-P Business. (c) G-P has delivered to CSK true, complete and up-to-date copies of all documents embodying the G-P Plans including, without limitation, all amendments thereto, all funding agreements thereunder (including, but not limited to, trust agreements), all summaries of such G-P Plans provided to any of their Employees, directors, officers, shareholders or their dependents with respect to the G-P Business, as well as the most recent valuation for each defined contribution retirement plan maintained by G-P and the most recent actuarial valuation for each of the G-P Plans for which such valuations are required. G-P has delivered to CSK a complete written description of all unwritten G-P Plans, and will deliver such other documentation with respect to any G-P Plan as is reasonably requested by CSK. (d) Except as disclosed on Schedule 4.6(a) or Schedule 4.9(d) or as set forth in the Human Resources Agreement, the transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Employee, Retired Employee, director, officer, shareholder, or their dependents under any G-P Plan; and the transactions contemplated by this Agreement will not result in any payment to any Employee or Retired Employee, director, officer, or shareholder of G-P which will be subject to Section 280G of the Code. (e) Each G-P Plan has been established, maintained and administered in substantial compliance with its terms and all related documents or agreements and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Laws. (f) Except as disclosed on Schedule 4.9(f), all required employer contributions, premium payments and employee contributions under the G-P Plans have been made and remitted to the funding agents or accrued or booked thereunder within the time prescribed by any such G-P Plan and the Laws. All insurance premiums required with respect to any G-P Plan, including any premiums payable to the Pension Benefit Guarantee Corporation, have been paid, made, accrued or booked within the time prescribed by any such G-P Plan and the applicable Law. All benefits, expenses and other amounts due and payable to or under any G-P Plan, have been paid, made, accrued or booked within the time prescribed by any such G-P Plan and the Laws. Except as disclosed on Schedule 4.9(f), all of the assets which have been set aside in a trust or account (other than an account which is part of G-P's general assets) to satisfy any obligation under any G-P Plan are shown on the books and records of each such trust and each such account at their fair market value, such current fair market value as of the last valuation date is equal to or exceeds the present value of any obligation under the G-P Plan, and the liabilities for all other obligations under any G-P Plan are accurately set forth in the G-P Financial Statements. (g) Except as disclosed on Schedule 4.9(g), there is no pending or, to the Knowledge of G-P, threatened claim with respect to a G-P Plan (other than routine and reasonable claims for benefits made in the ordinary course of the G-P Business) or with respect to the terms and conditions of employment or termination of employment by any Employee, or Retired Employee, and no audit or investigation by any governmental or other law enforcement agency is pending or has been proposed with respect to any G-P Plan. (h) Except as disclosed on Schedule 4.9(h), no G-P Plan is subject to Title IV of ERISA. Neither G-P nor any Related Person has incurred any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code Relating to employee benefit plans and, to the Knowledge of G-P, no event or condition has occurred or exists which could result in any material liability to G-P, such Related Person or the Company or a CSK Party under or pursuant to Title I or IV of ERISA or such penalty, excise tax or joint and several liability provisions of the Code. No G-P Plan has incurred an "accumulated funding deficiency" within the meaning of such sections of the Code and ERISA, whether or not waived; and no such G-P Plan has been terminated. Except as disclosed on Schedule 4.9(h), G-P does not contribute to, or have any obligation to contribute to, a multiemployer plan as defined in Section 4001(a)(3) of ERISA with regard to the Employees or Retired Employees. (i) Each of the G-P Plans that is intended to be qualified under Section 401(a) of the Code, and the trust, if any, forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification of its form under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code and, to the Knowledge of G-P nothing has occurred since the date of such determination letter that adversely affects such qualification or tax-exempt status. Except as disclosed in Schedule 4.9(i), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Tax Returns) have been duly filed or distributed on a timely basis, and copies thereof have been or will be furnished to CSK upon reasonable request.

EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) Schedule 4.9(a3.9(a) lists all the Employees who, as of October 1August 31, 1999, were employed by G-P WISCO or the WISCO Contributed Subsidiaries with respect to the G-P WISCO Business, together with their respective positions, years of employment, and rates of remuneration, as of August 2031, 1999. (b) Except as disclosed on Schedule 4.9(b3.9(b), G-P no CSK Party is not a party to nor does it sponsor, maintain, or contribute to any Employee Plans that provide benefits to Employees or Retired Employees of the G-P WISCO Business. (c) WISCO has delivered to G-P has delivered to CSK true, complete and up-to-date copies of all documents embodying the G-P CSK Plans including, without limitation, all amendments thereto, all funding agreements thereunder (including, but not limited to, trust agreements), all summaries of such G-P CSK Plans provided to any of their Employees, Retired Employees, directors, officers, shareholders or their dependents with respect to the G-P WISCO Business, and all material communications received from or sent to regulatory authorities within the prior two (2) plan years with respect to each such CSK Plan as well as the most recent valuation for each defined contribution retirement plan maintained by G-P any of the CSK Parties and the most recent actuarial valuation for each of the G-P CSK Plans for which such valuations are required. The applicable CSK Party has delivered to G-P has delivered to CSK a complete written description of all unwritten G-P CSK Plans, and will deliver such other documentation with respect to any G-P CSK Plan as is reasonably requested by CSK.G-P. (d) Except as disclosed on Schedule 4.6(a3.9(d), no promise or commitment has been made by any CSK Party (i) to amend any of the CSK Plans or to provide increased benefits thereunder to any Employees, Retired Employees, directors, officers, shareholders of the WISCO Business or the WISCO Contributed Subsidiaries, or their dependents, except pursuant to the requirements, if any, of the CSK Plans or any collective bargaining agreement, or (ii) to establish any new Employee Plan. Except as disclosed on Schedule 3.9(d), no amendment to any CSK Plan has been adopted by any CSK Party since June 30, 1999. Except as disclosed on Schedule 3.9(d), one or more of the CSK Parties has the right pursuant to the terms of each CSK Plan and all agreements Related to such plan unilaterally to terminate such plan (or its participation in such plan) or to amend the terms of such plan at any time except as provided under a collective bargaining agreement. Except as disclosed on Schedule 3.6(a) or Schedule 4.9(d3.9(d) or as set forth in the Human Resources Agreement, the transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Employee, Retired Employee, director, officer, shareholder, or their dependents under any G-P CSK Plan; and the transactions contemplated by this Agreement will not result in any payment to any Employee or Retired Employee, director, officer, or shareholder of G-P any CSK Party which will be subject to Section 280G of the Code. (e) Each G-P CSK Plan has been established, maintained maintained, and administered in substantial compliance with its terms and all related documents or agreements and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Laws. (f) Except as disclosed on Schedule 4.9(f3.9(f), all required employer contributions, premium payments and employee contributions under the G-P CSK Plans have been made and remitted to the funding agents or accrued or booked thereunder within the time prescribed by any such G-P CSK Plan and the Laws. All insurance premiums required with respect to any G-P CSK Plan, including any premiums payable to the Pension Benefit Guarantee Corporation, have been paid, made, accrued or booked within the time prescribed by any such G-P CSK Plan and the applicable Law. All benefits, expenses and other amounts due and payable to or under any G-P CSK Plan, and all contributions, transfers or payments required to be made to any CSK Plan, have been paid, made, accrued or booked within the time prescribed by any such G-P CSK Plan and the Laws. Except as disclosed on Schedule 4.9(f3.9(f), all of the assets which have been set aside in a trust or account (other than an account which is part of G-Pa CSK Party's general assets) to satisfy any obligation under any G-P CSK Plan are shown on the books and records of each such trust and each such account at their fair market value, such current fair market value as of the last valuation date is equal to or exceeds the present value of any obligation under the G-P CSK Plan, and the liabilities for all other obligations under any G-P CSK Plan are accurately set forth in the G-P WISCO Financial Statements. (g) Except as disclosed on Schedule 4.9(g3.9(g), there is no pending or, to the Knowledge of G-Pthe CSK Parties, threatened claim with respect to a G-P CSK Plan (other than routine and reasonable claims for benefits made in the ordinary course of the G-P WISCO Business) or with respect to the terms and conditions of employment or termination of employment by any Employee, or Retired Employee, and no audit or investigation by any governmental or other law enforcement agency is pending or has been proposed with respect to any G-P CSK Plan. (h) Except as disclosed on Schedule 4.9(h3.9(h), no G-P CSK Plan is subject to Title IV of ERISA. Neither G-P any of the CSK Parties nor any Related Person has incurred any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code Relating relating to employee benefit plans and, to the Knowledge of G-Pthe CSK Parties, no event or condition has occurred or exists which could result in any material liability to G-Pa CSK Party, such Related Person or the Company or a CSK Party G-P under or pursuant to Title I or IV of ERISA or such penalty, excise tax or joint and several liability provisions of the Code. No G-P CSK Plan has incurred an "accumulated funding deficiency" within the meaning of such sections of the Code and ERISA, whether or not waived; and no such G-P CSK Plan has been terminated. Except as disclosed on Schedule 4.9(h3.9(h), G-P does not none of the CSK Parties contribute to, or nor do they have any obligation to contribute to, a multiemployer plan as defined in Section 4001(a)(3) of ERISA with regard to the Employees or Retired Employees. (i) Each of the G-P CSK Plans that is intended to be qualified under Section 401(a) of the Code, and the trust, if any, forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification of its form under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code and, to the Knowledge of G-P the CSK Parties, nothing has occurred since the date of such determination letter that adversely affects such qualification or tax-exempt status. Except as disclosed in Schedule 4.9(i3.9(i), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Tax Returns) have been duly filed or distributed on a timely basis, and copies thereof have been or will be furnished to CSK upon reasonable requestG-P prior to the Closing.

EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) Schedule 4.9(a) lists all the Employees who, as of October 1, 1999, were employed by G-P with respect to the G-P Business, together with their respective positions, years of employment, and rates of remuneration, as of August 20, 1999. (b) Except as disclosed on Schedule 4.9(b), G-P is not a party to nor does it sponsor, maintain, or contribute to any Employee Plans that provide benefits to Employees or Retired Employees of the G-P Business. (c) G-P has delivered to CSK true, complete and up-to-date copies of all documents embodying the G-P Plans including, without limitation, all amendments thereto, all funding agreements thereunder (including, but not limited to, trust agreements), all summaries of such G-P Plans provided to any of their Employees, directors, officers, shareholders or their dependents with respect to the G-P Business, as well as the most recent valuation for each defined contribution retirement plan maintained by G-P and the most recent actuarial valuation for each of the G-P Plans for which such valuations are required. G-G- P has delivered to CSK a complete written description of all unwritten G-P Plans, and will deliver such other documentation with respect to any G-P Plan as is reasonably requested by CSK. (d) Except as disclosed on Schedule 4.6(a) or Schedule 4.9(d) or as set forth in the Human Resources Agreement, the transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Employee, Retired Employee, director, officer, shareholder, or their dependents under any G-P Plan; and the transactions contemplated by this Agreement will not result in any payment to any Employee or Retired Employee, director, officer, or shareholder of G-P which will be subject to Section 280G of the Code. (e) Each G-P Plan has been established, maintained and administered in substantial compliance with its terms and all related documents or agreements and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Laws. (f) Except as disclosed on Schedule 4.9(f), all required employer contributions, premium payments and employee contributions under the G-P Plans have been made and remitted to the funding agents or accrued or booked thereunder within the time prescribed by any such G-P Plan and the Laws. All insurance premiums required with respect to any G-P Plan, including any premiums payable to the Pension Benefit Guarantee Corporation, have been paid, made, accrued or booked within the time prescribed by any such G-P Plan and the applicable Law. All benefits, expenses and other amounts due and payable to or under any G-P Plan, have been paid, made, accrued or booked within the time prescribed by any such G-P Plan and the Laws. Except as disclosed on Schedule 4.9(f), all of the assets which have been set aside in a trust or account (other than an account which is part of G-P's general assets) to satisfy any obligation under any G-P Plan are shown on the books and records of each such trust and each such account at their fair market value, such current fair market value as of the last valuation date is equal to or exceeds the present value of any obligation under the G-P Plan, and the liabilities for all other obligations under any G-P Plan are accurately set forth in the G-P Financial Statements. (g) Except as disclosed on Schedule 4.9(g), there is no pending or, to the Knowledge of G-P, threatened claim with respect to a G-P Plan (other than routine and reasonable claims for benefits made in the ordinary course of the G-P Business) or with respect to the terms and conditions of employment or termination of employment by any Employee, or Retired Employee, and no audit or investigation by any governmental or other law enforcement agency is pending or has been proposed with respect to any G-P Plan. (h) Except as disclosed on Schedule 4.9(h), no G-P Plan is subject to Title IV of ERISA. Neither G-P nor any Related Person has incurred any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code Relating to employee benefit plans and, to the Knowledge of G-P, no event or condition has occurred or exists which could result in any material liability to G-P, such Related Person or the Company or a CSK Party under or pursuant to Title I or IV of ERISA or such penalty, excise tax or joint and several liability provisions of the Code. No G-P Plan has incurred an "accumulated funding deficiency" within the meaning of such sections of the Code and ERISA, whether or not waived; and no such G-P Plan has been terminated. Except as disclosed on Schedule 4.9(h), G-P does not contribute to, or have any obligation to contribute to, a multiemployer plan as defined in Section 4001(a)(3) of ERISA with regard to the Employees or Retired Employees. (i) Each of the G-P Plans that is intended to be qualified under Section 401(a) of the Code, and the trust, if any, forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification of its form under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code and, to the Knowledge of G-P nothing has occurred since the date of such determination letter that adversely affects such qualification or tax-exempt status. Except as disclosed in Schedule 4.9(i), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Tax Returns) have been duly filed or distributed on a timely basis, and copies thereof have been or will be furnished to CSK upon reasonable request.

EMPLOYEES, PENSION AND OTHER BENEFIT PLANS. (a) Schedule 4.9(a3.9(a) lists all the Employees who, as of October 1August 31, 1999, were employed by G-P WISCO or the WISCO Contributed Subsidiaries with respect to the G-P WISCO Business, together with their respective positions, years of employment, and rates of remuneration, as of August 2031, 1999. (b) Except as disclosed on Schedule 4.9(b3.9(b), G-P no CSK Party is not a party to nor does it sponsor, maintain, or contribute to any Employee Plans that provide benefits to Employees or Retired Employees of the G-P WISCO Business. (c) WISCO has delivered to G-P has delivered to CSK true, complete and up-to-to- date copies of all documents embodying the G-P CSK Plans including, without limitation, all amendments thereto, all funding agreements thereunder (including, but not limited to, trust agreements), all summaries of such G-P CSK Plans provided to any of their Employees, Retired Employees, directors, officers, shareholders or their dependents with respect to the G-P WISCO Business, and all material communications received from or sent to regulatory authorities within the prior two (2) plan years with respect to each such CSK Plan as well as the most recent valuation for each defined contribution retirement plan maintained by G-P any of the CSK Parties and the most recent actuarial valuation for each of the G-P CSK Plans for which such valuations are required. The applicable CSK Party has delivered to G-P has delivered to CSK a complete written description of all unwritten G-P CSK Plans, and will deliver such other documentation with respect to any G-P CSK Plan as is reasonably requested by CSK.G-P. (d) Except as disclosed on Schedule 4.6(a3.9(d), no promise or commitment has been made by any CSK Party (i) to amend any of the CSK Plans or to provide increased benefits thereunder to any Employees, Retired Employees, directors, officers, shareholders of the WISCO Business or the WISCO Contributed Subsidiaries, or their dependents, except pursuant to the requirements, if any, of the CSK Plans or any collective bargaining agreement, or (ii) to establish any new Employee Plan. Except as disclosed on Schedule 3.9(d), no amendment to any CSK Plan has been adopted by any CSK Party since June 30, 1999. Except as disclosed on Schedule 3.9(d), one or more of the CSK Parties has the right pursuant to the terms of each CSK Plan and all agreements Related to such plan unilaterally to terminate such plan (or its participation in such plan) or to amend the terms of such plan at any time except as provided under a collective bargaining agreement. Except as disclosed on Schedule 3.6(a) or Schedule 4.9(d3.9(d) or as set forth in the Human Resources Agreement, the transactions contemplated by this Agreement will not result in any additional payments to, or increase the vested interest of, any Employee, Retired Employee, director, officer, shareholder, or their dependents under any G-P CSK Plan; and the transactions contemplated by this Agreement will not result in any payment to any Employee or Retired Employee, director, officer, or shareholder of G-P any CSK Party which will be subject to Section 280G of the Code. (e) Each G-P CSK Plan has been established, maintained maintained, and administered in substantial compliance with its terms and all related documents or agreements and in substantial compliance with applicable provisions of ERISA, the Code, and other applicable Laws. (f) Except as disclosed on Schedule 4.9(f3.9(f), all required employer contributions, premium payments and employee contributions under the G-P CSK Plans have been made and remitted to the funding agents or accrued or booked thereunder within the time prescribed by any such G-P CSK Plan and the Laws. All insurance premiums required with respect to any G-P CSK Plan, including any premiums payable to the Pension Benefit Guarantee Corporation, have been paid, made, accrued or booked within the time prescribed by any such G-P CSK Plan and the applicable Law. All benefits, expenses and other amounts due and payable to or under any G-P CSK Plan, and all contributions, transfers or payments required to be made to any CSK Plan, have been paid, made, accrued or booked within the time prescribed by any such G-P CSK Plan and the Laws. Except as disclosed on Schedule 4.9(f3.9(f), all of the assets which have been set aside in a trust or account (other than an account which is part of G-Pa CSK Party's general assets) to satisfy any obligation under any G-P CSK Plan are shown on the books and records of each such trust and each such account at their fair market value, such current fair market value as of the last valuation date is equal to or exceeds the present value of any obligation under the G-P CSK Plan, and the liabilities for all other obligations under any G-P CSK Plan are accurately set forth in the G-P WISCO Financial Statements. (g) Except as disclosed on Schedule 4.9(g3.9(g), there is no pending or, to the Knowledge of G-Pthe CSK Parties, threatened claim with respect to a G-P CSK Plan (other than routine and reasonable claims for benefits made in the ordinary course of the G-P WISCO Business) or with respect to the terms and conditions of employment or termination of employment by any Employee, or Retired Employee, and no audit or investigation by any governmental or other law enforcement agency is pending or has been proposed with respect to any G-P CSK Plan. (h) Except as disclosed on Schedule 4.9(h3.9(h), no G-P CSK Plan is subject to Title IV of ERISA. Neither G-P any of the CSK Parties nor any Related Person has incurred any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code Relating relating to employee benefit plans and, to the Knowledge of G-Pthe CSK Parties, no event or condition has occurred or exists which could result in any material liability to G-Pa CSK Party, such Related Person or the Company or a CSK Party G-P under or pursuant to Title I or IV of ERISA or such penalty, excise tax or joint and several liability provisions of the Code. No G-P CSK Plan has incurred an "accumulated funding deficiency" within the meaning of such sections of the Code and ERISA, whether or not waived; and no such G-P CSK Plan has been terminated. Except as disclosed on Schedule 4.9(h3.9(h), G-P does not none of the CSK Parties contribute to, or nor do they have any obligation to contribute to, a multiemployer plan as defined in Section 4001(a)(3) of ERISA with regard to the Employees or Retired Employees. (i) Each of the G-P CSK Plans that is intended to be qualified under Section 401(a) of the Code, and the trust, if any, forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification of its form under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code and, to the Knowledge of G-P the CSK Parties, nothing has occurred since the date of such determination letter that adversely affects such qualification or tax-exempt status. Except as disclosed in Schedule 4.9(i3.9(i), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or Tax Returns) have been duly filed or distributed on a timely basis, and copies thereof have been or will be furnished to CSK upon reasonable requestG-P prior to the Closing.