CURRENT EMPLOYEES OF SEA COAST, LISTING
THE TITLE OR POSITION HELD, BASE SALARY, ANY COMMISSIONS OR OTHER CASH
COMPENSATION, INCLUDING BONUSES, PAID OR PAYABLE, AND THE TERMS OF ANY WRITTEN
OR ORAL EMPLOYMENT AGREEMENT (INCLUDING A COPY OF ANY SUCH WRITTEN AGREEMENT AND
A DESCRIPTION OF ANY SUCH ORAL AGREEMENT) WITH SEA COAST OR ANY AFFILIATE
THEREOF.
SEA COAST HAS NO EMPLOYEES COVERED BY A COLLECTIVE BARGAINING
AGREEMENT.
THERE ARE NO FACTS OR CIRCUMSTANCES THAT HAVE RESULTED OR COULD
RESULT IN A CLAIM FOR AGE DISCRIMINATION AGAINST SEA COAST.
SECTION 3.20
EMPLOYEE BENEFITS.
(A)
SCHEDULE 3.20 CONTAINS A COMPLETE LIST OF EACH COMPENSATION
OR BENEFIT PLAN, AGREEMENT, PROGRAM OR POLICY (WHETHER WRITTEN OR ORAL, FORMAL
OR INFORMAL) SPONSORED, MAINTAINED OR CONTRIBUTED TO BY SEA COAST FOR THE
BENEFIT OF ANY OF ITS PRESENT OR FORMER DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
CONSULTANTS OR OTHER SIMILAR REPRESENTATIVES, INCLUDING, BUT NOT LIMITED TO,
ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION 3(3) OF ERISA, OTHER THAN
EMPLOYMENT AGREEMENTS OR COMPENSATION PRACTICES DESCRIBED IN SECTION 3.19 ABOVE
(THE FOREGOING ARE HEREINAFTER COLLECTIVELY REFERRED TO AS "PLANS").
EXCEPT AS
SET FORTH IN SCHEDULE 3.20, SEA COAST IS NOT SUBJECT TO ANY LEGAL, CONTRACTUAL,
EQUITABLE OR OTHER OBLIGATION TO ENTER INTO ANY NEW PLAN OR TO MODIFY OR CHANGE
ANY EXISTING PLAN.
(B)
WITH RESPECT TO EACH PLAN, SEA COAST HAS PROVIDED TO BUYER A
TRUE AND CORRECT COPY OF EACH OF THE FOLLOWING, AS APPLICABLE:
(I)
THE CURRENT PLAN DOCUMENT (INCLUDING ALL
AMENDMENTS ADOPTED SINCE THE MOST RECENT RESTATEMENT) AND ITS MOST RECENTLY
PREPARED SUMMARY PLAN DESCRIPTION AND ALL SUMMARIES OF MATERIAL MODIFICATIONS
PREPARED SINCE THE MOST RECENT SUMMARY PLAN DESCRIPTION, AND ALL MATERIAL
EMPLOYEE COMMUNICATIONS RELATING TO SUCH PLAN;
15
(II)
ANNUAL REPORTS OR INFORMATION RETURNS,
INCLUDING FINANCIAL STATEMENTS, FOR THE LAST THREE YEARS;
(III)
ALL CONTRACTS RELATING TO ANY PLAN WITH
RESPECT TO WHICH SEA COAST MAY HAVE ANY LIABILITY, INCLUDING, WITHOUT
LIMITATION, EACH RELATED TRUST AGREEMENT, INSURANCE CONTRACT, SERVICE PROVIDER
CONTRACT, SUBSCRIPTION OR PARTICIPATION AGREEMENT, OR INVESTMENT MANAGEMENT
AGREEMENT (INCLUDING ALL AMENDMENTS TO EACH SUCH DOCUMENT); AND
(IV)
THE MOST RECENT IRS DETERMINATION LETTER OR
OTHER OPINION LETTER WITH RESPECT TO THE QUALIFIED STATUS OF SUCH PLAN UNDER
CODE SECTION 401(A) OR THE EXEMPT STATUS OF A RELATED TRUST UNDER CODE
SECTION 501(A) OR 501(C)(9).
(C)
EACH PLAN INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF
THE CODE IS AND HAS BEEN SO QUALIFIED IN FORM AND OPERATION.
EACH PLAN IS AND
HAS BEEN MAINTAINED IN MATERIAL COMPLIANCE WITH ITS TERMS AND THE PROVISIONS OF
ALL APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, ERISA
AND THE CODE.
OTHER THAN CLAIMS FOR BENEFITS IN THE ORDINARY COURSE, THERE IS
NO CLAIM PENDING, OR, TO THE SELLER'S OR SEA COAST'S KNOWLEDGE, THREATENED,
INVOLVING ANY PLAN BY ANY PERSON AGAINST SUCH PLAN.
NO PLAN IS SUBJECT TO
ONGOING AUDIT, INVESTIGATION OR OTHER ADMINISTRATIVE PROCEEDING OF THE INTERNAL
REVENUE SERVICE, THE DEPARTMENT OF LABOR OR ANY OTHER GOVERNMENTAL AGENCY, AND
NO PLAN IS THE SUBJECT