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

Pension and Benefit Plans; ERISA. (i) Schedule 4.1(i)(i) sets forth a complete and correct list of: (A) all "employee benefit plans", as defined in Section 3(3) of ERISA, which the Company or any of its Subsidiaries maintains or has any obligation or liability, contingent or otherwise ("Benefit Plans"); and (B) all employment or consulting agreements, bonus or other incentive compensation, deferred compensation, salary continuation during any absence from active employment for disability or other reasons, severance, sick days, stock award, stock option, stock purchase, tuition assistance, club membership, employee discount, employee loan, or vacation pay agreements, policies or arrangements which the Company or any of its Subsidiaries maintains or has any obligation or liability (contingent or otherwise) with respect to any current or former officer, director or employee of the Company or any of its Subsidiaries (the "Employee Arrangements"). (ii) With respect to each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been provided to Parent: (A) the most recent plan and related trust documents, and all amendments thereto; (B) the most recent summary plan description, and all related summaries of material modifications thereto; (C) the most recent Form 5500 (including schedules and attachments); (D) the most recent Internal Revenue Service determination letter; (E) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (F) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto.

Pension and Benefit Plans; ERISA. (i) Schedule 4.1(i)(i) sets forth a complete and correct list of: (A) all "employee benefit plans", as defined in Section Sections 3(3) and 4(b)(4) of ERISA, under which the Company or any of its Subsidiaries maintains or has any obligation or liability, contingent or otherwise ("Benefit Plans"); and (B) all employment or consulting agreements, and all bonus or other incentive compensation, deferred compensation, salary continuation during any absence from active employment for disability or other reasons, severance, sick days, stock award, stock option, stock purchase, tuition assistance, club membership, employee discount, employee loan, or vacation pay agreements, policies or arrangements which the Company or any of its Subsidiaries maintains or has any obligation or liability (contingent or otherwise) with respect to any current or former officer, director or employee of the Company or any and which individually has a cost to the Company in excess of its Subsidiaries $10,000 per year (the "Employee Arrangements"). (ii) With respect to each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been provided to ParentPurchaser: (Ai) the most recent plan and related trust documents, and all amendments thereto; (Bii) the most recent summary plan description, and all related summaries of material modifications thereto; (Ciii) the most recent Form 5500 (including schedules and attachments); (Div) the most recent Internal Revenue Service IRS determination letter; (Ev) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112). (iii) The Benefit Plans and their related trusts intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, have received favorable determination letters from the Internal Revenue Service and the Company is not aware of any event or circumstance that could result in the failure of such Benefit Plans to be so qualified. (Fiv) each written employment, consulting or individual severance All contributions or other compensation agreementpayments required to have been made by Company to or under any Benefit Plan or Employee Arrangement by applicable law or the terms of such Benefit Plan or Employee Arrangement (or any agreement relating thereto) have been timely and properly made. (v) The Benefit Plans and Employee Arrangements have been maintained and administered in all material respects in accordance with their terms and applicable laws. (vi) Except as disclosed in Schedule 4.1(i)(vi), and all amendments thereto.there are no pending or, to the best knowledge of the Company, threatened actions, claims or proceedings against or relating to any Benefit Plan or Employee Arrangement