Common use of Pension and Benefit Plans; ERISA Clause in Contracts

Pension and Benefit Plans; ERISA. (a) Soap has made available to Dish complete and correct copies of two principal U.S. retirement plans, including all material amendments thereto. (b) Each Soap Benefit Plan 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 IRS (if applicable) and, to the Knowledge of Soap, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan. (c) Except as would not, individually or in the aggregate, have a Soap Material Adverse Effect, each Soap Benefit Plan has been operated in all respects in accordance with the terms of such Soap Benefit Plan and applicable Law. As of the date of this Agreement, there are no pending, or to the Knowledge of Soap, threatened actions, suits, disputes or claims by or on behalf of any Soap Benefit Plan, by any employee or beneficiary covered under any such Soap Benefit Plan, as applicable, or otherwise involving any such Soap Benefit Plan (other than routine claims for benefits), except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Soap Material Adverse Effect, all contributions and premiums required to have been paid by Soap, any Soap Subsidiary or any of its ERISA Affiliates to any Soap Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. (e) No liability under Title IV of ERISA has been incurred by Soap, any Soap Subsidiary or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that could reasonably be expected to result in a liability to Soap or any Soap Subsidiary under Title IV of ERISA, in either case, except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. No “reportable event” (as such term is defined in Section 4043 of ERISA) and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred, in either case except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. (f) Neither Soap nor any of Soap’s ERISA Affiliates contributes to or is obligated to contribute to (or has within the last six years contributed to or been obligated to contribute to) a Multiemployer Plan or a “multiple employer plan” within the meaning of Sections 4063 or 4064 of ERISA. (g) All Soap Benefit Plans that are maintained primarily for employees outside of the U.S. (i) have been maintained in accordance with all applicable Laws, (ii) if intended to qualify for special tax treatment, meet all requirements for such treatment and (iii) if intended to be funded and/or book-reserved, are so fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, in each case, except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. (h) The representations and warranties set forth in this Section 4.12 shall constitute the only representations and warranties with respect to the Soap Benefit Plans, ERISA or any other matter relating to employee benefits.

Pension and Benefit Plans; ERISA. (a) Soap Section 3.12(a) of the Dish Disclosure Letter lists all material U.S. Dish Benefit Plans, and shall be updated within 20 Business Days of the date of this Agreement to include material Non U.S. Dish Benefit Plans that are not statutorily mandated to be maintained or contributed to by Dish or a Dish Subsidiary, as applicable. With respect to each Dish Benefit Plan (other than those that are statutorily mandated to be maintained or contributed to by Dish or a Dish Subsidiary, as applicable), Dish has made available to Soap, or in the case of material Non U.S. Dish Benefit Plans, will make available to Soap within 20 Business Days of the date of this Agreement, complete and correct copies of two principal U.S. retirement plans(i) all related plan documents, including trust agreements, insurance contracts or other funding arrangements, (ii) all material amendments theretoto any such Dish Benefit Plan or related document, (iii) the most recent IRS opinion or determination letter, if applicable, (iv) any summary plan description and other material written communications (or a description of any oral communications) by Dish or any Dish Subsidiary to any current or former officer, employee or director of Dish or any Dish Subsidiary (“Dish Employees”) concerning the extent of the benefits provided under any Dish Benefit Plan, and (v) the most recent audited financial statements and actuarial valuation reports, as applicable. (b) Each Soap Dish Benefit Plan 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 IRS (if applicable) and, to the Knowledge of SoapDish, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan. (c) Except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect, each Soap Dish Benefit Plan has been operated in all respects in accordance with the terms of such Soap Dish Benefit Plan and applicable Law. As of the date of this Agreement, there are no pending, or to the Knowledge of SoapDish, threatened actions, suits, disputes or claims by or on behalf of any Soap Dish Benefit Plan, by any employee or beneficiary covered under any such Soap Dish Benefit Plan, as applicable, or otherwise involving any such Soap Dish Benefit Plan (other than routine claims for benefits), except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect, all contributions and premiums required to have been paid by SoapDish, any Soap Dish Subsidiary or any of its ERISA Affiliates to any Soap Dish Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. (e) No liability under Title IV of ERISA has been incurred by SoapDish, any Soap Dish Subsidiary or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that could reasonably be expected to result in a liability to Soap Dish or any Soap Dish Subsidiary under Title IV of ERISA, in either case, except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. No “reportable event” (as such term is defined in Section 4043 of ERISA) and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred, in either case except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. (f) Neither Soap Dish nor any of SoapDish’s ERISA Affiliates contributes to or is obligated to contribute to (or has within the last six years contributed to or been obligated to contribute to) a Multiemployer Plan or a “multiple employer plan” within the meaning of Sections 4063 or 4064 of ERISA. (g) All Soap Dish Benefit Plans that are maintained primarily for employees outside of the U.S. (i) have been maintained in accordance with all applicable Laws, (ii) if intended to qualify for special tax treatment, meet all requirements for such treatment treatment, and (iii) if intended to be funded and/or book-reserved, are so fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, in each case, except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. The United Kingdom Pensions Regulator has not issued any financial support direction or contribution notice under sections 38 through 56 of the Pensions Xxx 0000 respectively against Dish or any Dish Subsidiary or its or their directors; and no Dish Employee came to his or her employment as a result of the legislation in any Member State of the European Union which implements or has the effect of implementing the provisions of the Acquired Rights Directive 2001/23/EC (as amended) or its predecessor, Council Directive 77/187/EEC. (h) Each Dish Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Dish Equity Plan pursuant to which it was issued, (ii) has an exercise price equal to or greater than the fair market value of a share of Dish Class B Stock at the close of business on the date of such grant, (iii) has a grant date identical to or following the date on which the Dish Board of Directors or compensation committee of the Dish Board of Directors actually awarded such Dish Option, and (iv) otherwise is exempt from or complies with Section 409A of the Code so that the recipient of such Dish Option is not subject to the additional taxes and interest pursuant to Section 409A of the Code. (i) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any Dish Employee, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Dish Employee, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (j) The representations and warranties set forth in this Section 4.12 3.12 shall constitute the only representations and warranties with respect to the Soap Dish Benefit Plans, ERISA or any other matter relating to employee benefits.

Pension and Benefit Plans; ERISA. (a) Soap Section 3.12(a) of the Dish Disclosure Letter lists all material U.S. Dish Benefit Plans, and shall be updated within 20 Business Days of the date of this Agreement to include material Non U.S. Dish Benefit Plans that are not statutorily mandated to be maintained or contributed to by Dish or a Dish Subsidiary, as applicable. With respect to each Dish Benefit Plan (other than those that are statutorily mandated to be maintained or contributed to by Dish or a Dish Subsidiary, as applicable), Dish has made available to Soap, or in the case of material Non U.S. Dish Benefit Plans, will make available to Soap within 20 Business Days of the date of this Agreement, complete and correct copies of two principal U.S. retirement plans(i) all related plan documents, including trust agreements, insurance contracts or other funding arrangements, (ii) all material amendments theretoto any such Dish Benefit Plan or related document, (iii) the most recent IRS opinion or determination letter, if applicable, (iv) any summary plan description and other material written communications (or a description of any oral communications) by Dish or any Dish Subsidiary to any current or former officer, employee or director of Dish or any Dish Subsidiary (“Dish Employees”) concerning the extent of the benefits provided under any Dish Benefit Plan, and (v) the most recent audited financial statements and actuarial valuation reports, as applicable. (b) Each Soap Dish Benefit Plan 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 IRS (if applicable) and, to the Knowledge of SoapDish, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan. (c) Except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect, each Soap Dish Benefit Plan has been operated in all respects in accordance with the terms of such Soap Dish Benefit Plan and applicable Law. As of the date of this Agreement, there are no pending, or to the Knowledge of SoapDish, threatened actions, suits, disputes or claims by or on behalf of any Soap Dish Benefit Plan, by any employee or beneficiary covered under any such Soap Dish Benefit Plan, as applicable, or otherwise involving any such Soap Dish Benefit Plan (other than routine claims for benefits), except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect, all contributions and premiums required to have been paid by SoapDish, any Soap Dish Subsidiary or any of its ERISA Affiliates to any Soap Dish Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. (e) No liability under Title IV of ERISA has been incurred by SoapDish, any Soap Dish Subsidiary or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that could reasonably be expected to result in a liability to Soap Dish or any Soap Dish Subsidiary under Title IV of ERISA, in either case, except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. No “reportable event” (as such term is defined in Section 4043 of ERISA) and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred, in either case except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. (f) Neither Soap Dish nor any of SoapDish’s ERISA Affiliates contributes to or is obligated to contribute to (or has within the last six years contributed to or been obligated to contribute to) a Multiemployer Plan or a “multiple employer plan” within the meaning of Sections 4063 or 4064 of ERISA. (g) All Soap Dish Benefit Plans that are maintained primarily for employees outside of the U.S. (i) have been maintained in accordance with all applicable Laws, (ii) if intended to qualify for special tax treatment, meet all requirements for such treatment treatment, and (iii) if intended to be funded and/or book-reserved, are so fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, in each case, except as would not, individually or in the aggregate, have a Soap Dish Material Adverse Effect. The United Kingdom Pensions Regulator has not issued any financial support direction or contribution notice under sections 38 through 56 of the Pensions Axx 0000 respectively against Dish or any Dish Subsidiary or its or their directors; and no Dish Employee came to his or her employment as a result of the legislation in any Member State of the European Union which implements or has the effect of implementing the provisions of the Acquired Rights Directive 2001/23/EC (as amended) or its predecessor, Council Directive 77/187/EEC. (h) Each Dish Option (i) was granted in compliance with all applicable Laws and all of the terms and conditions of the Dish Equity Plan pursuant to which it was issued, (ii) has an exercise price equal to or greater than the fair market value of a share of Dish Class B Stock at the close of business on the date of such grant, (iii) has a grant date identical to or following the date on which the Dish Board of Directors or compensation committee of the Dish Board of Directors actually awarded such Dish Option, and (iv) otherwise is exempt from or complies with Section 409A of the Code so that the recipient of such Dish Option is not subject to the additional taxes and interest pursuant to Section 409A of the Code. (i) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will (i) result in any payment or benefit becoming due or payable, or required to be provided, to any Dish Employee, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Dish Employee, (iii) result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation, or (iv) result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code. (j) The representations and warranties set forth in this Section 4.12 3.12 shall constitute the only representations and warranties with respect to the Soap Dish Benefit Plans, ERISA or any other matter relating to employee benefits.

Pension and Benefit Plans; ERISA. (ai) Soap Section 3.1(j)(i) of the Company Disclosure Schedule sets forth a correct and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each other material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements) health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) or similar material plan or program administered, contributed to, sponsored or maintained by the Company or any of its Subsidiaries within the three year period ending on the date of this Agreement for the benefit of any current or former employee or director of the Company or any of its Subsidiaries (collectively, the “Company Employees”), or with respect to which the Company or, to the Company’s knowledge, any of its Subsidiaries has any liability (such plans, programs, policies, agreements and arrangements, collectively, “Company Plans”). With respect to each Company Plan, the Company has made available to Dish complete Parent or its employees, consultants, agents or advisors a copy thereof together with all amendments and, if applicable, related trust or funding agreements or insurance policies and correct copies of two principal U.S. retirement plansthe most recent annual report (Form 5500 including, including all material amendments if applicable, Schedule B thereto). (bii) Except as would not reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect, each Company Plan has been established and administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, and other applicable laws, rules and regulations. Each Soap Benefit Company Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and has been so qualified during the trust (if any) forming a part thereofperiod since its adoption, has received a favorable determination letter from the IRS (if applicable) and, to the Knowledge Company’s knowledge, no event has occurred since the date of Soap, there are no existing circumstances or events such determination that would reasonably be expected to adversely affect the qualified status of such qualification. Each trust created under any such planPlan is exempt from tax under Section 501(a) of the Code and has been so exempt since its creation. The Company has provided or made available to Parent the most recent determination letter of the Internal Revenue Service relating to each such Company Plan. (ciii) Except No Company Plan is, and neither the Company nor any of its Subsidiaries or any other entity that would be considered as would not, individually or in the aggregate, have a Soap Material Adverse Effect, each Soap Benefit Plan has been operated in all respects in accordance single employer with the terms of such Soap Benefit Plan and applicable Law. As of the date of this Agreement, there are no pending, or to the Knowledge of Soap, threatened actions, suits, disputes or claims by or on behalf of any Soap Benefit Plan, by any employee or beneficiary covered under any such Soap Benefit Plan, as applicable, or otherwise involving any such Soap Benefit Plan (other than routine claims for benefits), except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Soap Material Adverse Effect, all contributions and premiums required to have been paid by Soap, any Soap Subsidiary Company or any of its Subsidiaries under Section 4001(b)(1) of ERISA Affiliates to any Soap Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the CodeSections 414(b) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. (ec) No liability under Title IV of ERISA has been incurred by Soap, any Soap Subsidiary or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that could reasonably be expected to result in a liability to Soap or any Soap Subsidiary under Title IV of ERISA, in either case, except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. No “reportable event” (as such term is defined in Section 4043 of ERISA) and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the CodeCode (an “ERISA Affiliate”) has occurredany liability with respect to, in either case except as would notcontributes to, individually or in the aggregate, have a Soap Material Adverse Effect. (f) Neither Soap nor any of Soap’s ERISA Affiliates contributes to or is obligated to contribute to (to, or has within the last six years at any time contributed to or been obligated to contribute to, any Company Plan that is, (A) a Multiemployer Plan or a “multiple employer multiemployer plan” (within the meaning of Sections 4063 or 4064 Section 3(37) of ERISA. ), or (gB) All Soap Benefit Plans that are maintained primarily for employees outside any single employer plan or other pension plan subject to Title IV or Section 302 of ERISA or Section 412 of the U.S. (i) have been maintained Code. To the Company’s knowledge, no event has occurred nor does any circumstance exist that has given or could give rise to a liability of the Company or any ERISA Affiliate under Title I or Title IV of ERISA or Chapter 43 of the Code that would be reasonably likely to result in accordance with all applicable Laws, (ii) if intended to qualify for special tax treatment, meet all requirements for such treatment and (iii) if intended to be funded and/or book-reserved, are so fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, in each case, except as would not, individually or in the aggregate, have a Soap Company Material Adverse Effect. (hiv) The representations Section 3.1(j)(iv) of the Company Disclosure Schedule sets forth a correct and warranties set forth complete list of each Company Plan under which the execution, delivery of and performance by the Company of its obligations under the transactions contemplated by this Agreement (i) constitutes an event under any Company Plan or any trust or loan related to any of those plans or agreements that, either by itself or in this Section 4.12 shall constitute connection with any other act or event related to the only representations and warranties transactions contemplated hereunder, will result in any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee, or (ii) results in the Soap Benefit Planstriggering or imposition of (x) any restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Company Plan, or (y) results in “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code. (v) No transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any other matter relating Company Plan which is covered by Title I of ERISA, which transaction has or will cause the Company or any of its Subsidiaries to employee benefitsincur any material liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption. The assets of the Company and all of its Subsidiaries are not now, nor will they after the passage of time be, subject to any Lien imposed under Code Section 412(n) by reason of any action, or failure to act, by the Company or any Subsidiary on or prior to the Effective Time. (vi) Neither the Company nor any Subsidiary has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for any Company Employee, except as required to avoid excise tax under Section 4980B of the Code or pursuant to any individual or group severance arrangement disclosed on Section 3.1(j)(vi) of the Company Disclosure Schedule.