AND THE SELLER HAS NOT HAD ANY OBLIGATION TO PROVIDE ANY PARTICULAR
FORM OR PERIOD OF NOTICE PRIOR TO TERMINATING THE EMPLOYMENT OF ANY SELLER
EMPLOYEE.
SELLER HAS NOT (I) ENTERED INTO ANY CONTRACT THAT OBLIGATES OR
PURPORTS TO OBLIGATE PURCHASER TO MAKE AN OFFER OF EMPLOYMENT TO ANY SELLER
EMPLOYEE AND/OR (II) PROMISED OR OTHERWISE PROVIDED ANY ASSURANCES (CONTINGENT
OR OTHERWISE) TO ANY SELLER EMPLOYEE OF ANY TERMS OR CONDITIONS OF EMPLOYMENT
WITH PURCHASER FOLLOWING THE TECHNOLOGY CLOSING.
13
Section 2.13
Employee Benefits.
(A)
SCHEDULE 2.13(A) SETS FORTH A TRUE AND COMPLETE LIST OF EACH
"EMPLOYEE BENEFIT PLAN," AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND EACH AND EVERY WRITTEN,
UNWRITTEN, FORMAL OR INFORMAL PLAN, AGREEMENT, PROGRAM, POLICY OR OTHER
ARRANGEMENT INVOLVING DIRECT OR INDIRECT COMPENSATION (OTHER THAN WORKERS'
COMPENSATION, UNEMPLOYMENT COMPENSATION AND OTHER GOVERNMENT PROGRAMS),
EMPLOYMENT, SEVERANCE, CONSULTING, DISABILITY BENEFITS, SUPPLEMENTAL
UNEMPLOYMENT BENEFITS, VACATION BENEFITS, RETIREMENT BENEFITS, DEFERRED
COMPENSATION, PROFIT-SHARING, BONUSES, STOCK OPTIONS, STOCK APPRECIATION RIGHTS,
OTHER FORMS OF INCENTIVE COMPENSATION, POST-RETIREMENT INSURANCE BENEFITS, OR
OTHER BENEFITS, ENTERED INTO, MAINTAINED OR CONTRIBUTED TO BY SELLER OR ANY OF
ITS SUBSIDIARIES OR WITH RESPECT TO WHICH SELLER OR ANY OF ITS SUBSIDIARIES HAS
OR MAY IN THE FUTURE HAVE ANY LIABILITY (CONTINGENT OR OTHERWISE), AND IN EACH
CASE UNDER WHICH ANY SELLER EMPLOYEE HAS ANY PRESENT OR FUTURE RIGHT TO
BENEFITS.
EACH PLAN, AGREEMENT, PROGRAM, POLICY OR ARRANGEMENT REQUIRED TO BE
SET FORTH ON SUCH SCHEDULE PURSUANT TO THE FOREGOING IS REFERRED TO HEREIN AS A
"SELLER BENEFIT PLAN."
(B)
EACH SELLER BENEFIT PLAN HAS BEEN MAINTAINED AND ADMINISTERED IN
ALL RESPECTS IN COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS PRESCRIBED
BY ANY AND ALL STATUTES, ORDERS, RULES AND REGULATIONS (FOREIGN AND DOMESTIC),
INCLUDING (WITHOUT LIMITATION) ERISA AND THE CODE, WHICH ARE APPLICABLE TO SUCH
SELLER BENEFIT PLAN.
NO ACTION, SUIT OR CLAIM (EXCLUDING CLAIMS FOR BENEFITS
INCURRED IN THE ORDINARY COURSE) HAS BEEN BROUGHT OR IS PENDING OR, TO SELLER'S
KNOWLEDGE, THREATENED AGAINST OR WITH RESPECT TO ANY SELLER BENEFIT PLAN OR THE
ASSETS OR ANY FIDUCIARY THEREOF (IN THAT PERSON'S CAPACITY AS A FIDUCIARY OF
SUCH SELLER BENEFIT PLAN).
THERE ARE NO AUDITS, INQUIRIES OR PROCEEDINGS
PENDING OR, TO THE KNOWLEDGE OF SELLER, THREATENED BY THE IRS, DOL, OR OTHER
GOVERNMENTAL ENTITY WITH RESPECT TO ANY SELLER BENEFIT PLAN.
NO EVENT HAS
OCCURRED AND, TO SELLER'S KNOWLEDGE, THERE EXISTS NO CONDITION OR SET OF
CONDITIONS IN CONNECTION WITH WHICH PURCHASER OR ANY SELLER EMPLOYEE COULD
REASONABLY BE EXPECTED TO BECOME SUBJECT TO ANY LIABILITY UNDER OR WITH RESPECT
TO ANY SELLER BENEFIT PLAN.
(C)
NO SELLER BENEFIT PLAN IS MAINTAINED OUTSIDE THE JURISDICTION OF
THE UNITED STATES, OR COVERS ANY SELLER EMPLOYEE RESIDING OR WORKING OUTSIDE THE
UNITED STATES.
(D)
SCHEDULE 2.13(D) DISCLOSES EACH: (I) AGREEMENT WITH ANY SELLER
EMPLOYEE (A) THE BENEFITS OF WHICH ARE CONTINGENT, OR THE TERMS OF WHICH ARE
ALTERED, UPON THE OCCURRENCE OF A TRANSACTION INVOLVING SELLER OF THE NATURE