TO
BE A MEMBER OF AN AFFILIATED,
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CONSOLIDATED, COMBINED OR UNITARY GROUP FOR ANY PERIOD (INCLUDING, WITHOUT
LIMITATION, ANY LIABILITY UNDER TREAS. REG. SECTION 1.1502-6 OR ANY COMPARABLE
PROVISION OF APPLICABLE LAW); AND (III) ANY LIABILITY FOR THE PAYMENT OF ANY
AMOUNTS OF THE TYPE DESCRIBED IN CLAUSE (I) OR (II) AS A RESULT OF ANY EXPRESS
OR IMPLIED OBLIGATION TO INDEMNIFY ANY OTHER PERSON OR AS A RESULT OF ANY
OBLIGATIONS UNDER ANY AGREEMENTS OR ARRANGEMENTS WITH ANY OTHER PERSON WITH
RESPECT TO SUCH AMOUNTS AND INCLUDING ANY LIABILITY FOR TAXES OF A PREDECESSOR
ENTITY.
(L)
"TAX RETURN" SHALL MEAN ANY REPORT, RETURN (INCLUDING ANY INFORMATION
RETURN), STATEMENT OR OTHER DOCUMENT WITH RESPECT TO TAXES INCLUDING, WITHOUT
LIMITATION, ANY AMENDMENTS THERETO.
SECTION 3.14 EMPLOYEE BENEFIT PLANS; ERISA; EMPLOYEES
(A)
WITH THE EXCEPTION OF THE DEFINITION OF "AFFILIATE" SET FORTH IN
SECTION 3.14(A)(I) BELOW (WHICH DEFINITION SHALL APPLY ONLY TO THIS
SECTION 3.14) FOR PURPOSES OF THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE THE
MEANINGS SET FORTH BELOW:
(I)
"AFFILIATE" SHALL MEAN ANY OTHER PERSON OR ENTITY UNDER COMMON
CONTROL WITH THE SELLER WITHIN THE MEANING OF SECTION 414(B), (C), (M) OR (O) OF
THE CODE AND THE REGULATIONS ISSUED THEREUNDER;
(II)
"COBRA" SHALL MEAN THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION
ACT OF 1985, AS AMENDED;
(III)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED;
(IV)
"EMPLOYEE" SHALL MEAN ANY CURRENT OR FORMER OR RETIRED EMPLOYEE,
CONSULTANT OR DIRECTOR OF THE SELLER OR ANY AFFILIATE;
(V)
"EMPLOYMENT AGREEMENT" SHALL MEAN EACH MANAGEMENT, EMPLOYMENT,
SEVERANCE, CONSULTING, RELOCATION, REPATRIATION, EXPATRIATION, VISAS, WORK
PERMIT OR OTHER AGREEMENT, CONTRACT OR UNDERSTANDING BETWEEN THE SELLER GROUP
AND ANY AFFECTED EMPLOYEE;
(VI)
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED;
(VII)
"FMLA" SHALL MEAN THE FAMILY MEDICAL LEAVE ACT OF 1993, AS AMENDED;
(VIII)
"INTERNATIONAL EMPLOYEE PLAN" SHALL MEAN EACH SELLER EMPLOYEE PLAN
THAT HAS BEEN ADOPTED OR MAINTAINED BY THE SELLER OR ANY AFFILIATE, WHETHER
INFORMALLY OR FORMALLY, OR WITH RESPECT TO WHICH THE SELLER OR ANY AFFILIATE
WILL OR MAY HAVE ANY LIABILITY, FOR THE BENEFIT OF EMPLOYEES WHO PERFORM
SERVICES OUTSIDE THE UNITED STATES;
(IX)
"IRS" SHALL MEAN THE INTERNAL REVENUE SERVICE;
(X)
"PENSION PLAN" SHALL MEAN EACH SELLER EMPLOYEE PLAN WHICH IS AN
"EMPLOYEE PENSION BENEFIT PLAN," WITHIN THE MEANING OF SECTION 3(2) OF ERISA;
(XI)
"QUALIFIED BENEFICIARY" SHALL MEAN AN INDIVIDUAL THAT IS IDENTIFIED
IN SECTION 4980B(G)(1) OF THE CODE; AND
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(XII)
"SELLER EMPLOYEE PLAN" SHALL MEAN ANY PLAN, PROGRAM, POLICY,
PRACTICE, CONTRACT, AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR COMPENSATION,
SEVERANCE, TERMINATION PAY, DEFERRED COMPENSATION, PERFORMANCE AWARDS, STOCK OR
STOCK-RELATED AWARDS, FRINGE BENEFITS OR OTHER EMPLOYEE BENEFITS OR REMUNERATION
OF ANY KIND, WHETHER WRITTEN OR UNWRITTEN OR OTHERWISE, FUNDED OR UNFUNDED,
INCLUDING WITHOUT LIMITATION, EACH "EMPLOYEE BENEFIT PLAN," WITHIN THE MEANING
OF SECTION 3(3) OF ERISA WHICH IS OR HAS BEEN MAINTAINED, CONTRIBUTED TO, OR
REQUIRED TO BE CONTRIBUTED TO, BY THE SELLER OR ANY AFFILIATE FOR THE BENEFIT OF