Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. Except in each case as set forth in Section 2.11 of the Company Disclosure Schedule, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any employee welfare plans (as defined in Section 3(1) of ERISA) or any bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company Plans"), which could result in liability of the Company or any of its Subsidiaries; (ii) all Company Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Plans; (iii) each Company Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Plan pursuant to Section 412 of the Code, or the terms of the Company Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As of the date of this Agreement, the aggregate amount of cash liabilities (the "Benefit Costs") for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party and all Company Plans. The representations and warranties in this Section 2.11 are made only to the actual knowledge of the Company to the extent they relate only to CCC and its Subsidiaries.

Employee Benefit Plans; Employment Agreements. Except in each case as set forth in Section 2.11 of the Company Disclosure ScheduleSCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA) ), or any material bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company PlansCOMPANY EMPLOYEE PLANS"), ) which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As , (viii) none of the date of this Agreement, the aggregate amount of cash liabilities (the "Benefit Costs") for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party to any employment, consulting or similar agreement; and all Company Plans. The representations and warranties in this Section 2.11 are made only to the actual knowledge (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the extent they relate only to CCC and its Subsidiariesconsummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in each case as set forth in (a) Section 2.11 2.11(a) of the Company Disclosure Schedule, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to Schedule identifies any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any material employee welfare plans (as defined in Section 3(1) of ERISA) or ), and any material bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company Employee Plans"), ) which could result in any material liability of the Company or any member of its Subsidiariescontrolled group within the meaning of Section 414(b) and 414(c) of the Code. Except in each case as set forth in Section 2.11 of the Company Disclosure Schedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Company Material Adverse Effect, (i) there has been no breach of fiduciary duty or "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plans; (ii) all Company Employee Plans have been operated in accordance with their terms and are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries have has performed all material obligations required to be performed by them it under, are is not in any material respect in default under or violation of, and have has no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter (or where no determination letter is required, a favorable opinion letter) from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, Company Employee Plan will cause or could be reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, cause any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As , and no Company Employee subject to Title IV of ERISA has terminated within the past six years; and (vii) neither the Company nor any member of its controlled group (within the meaning of Section 414(b) or 414(c) of the date Code) has ever contributed or had any obligation to a "multiemployer plan" or a "multiple employer welfare plan" within the meaning of this Agreement, the aggregate amount Sections 3(37)(A) or 3(40)(A) of cash liabilities (the "Benefit Costs") for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party and all Company Plans. The representations and warranties in this Section 2.11 are made only to the actual knowledge of the Company to the extent they relate only to CCC and its SubsidiariesERISA.

Employee Benefit Plans; Employment Agreements. Except in each case (a) The Company's Disclosure Schedule lists all employee benefit plans (as set forth defined in Section 2.11 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company Disclosure Scheduleor which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") and (ii) each such written Employee Plan (other than those referred to in Section 4(b)(4) of ERISA). (b) (i) None of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no "prohibited transaction," ", as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any employee welfare plans (as defined in Section 3(1) of ERISA) or any bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company Plans")Plan, which could result in liability of the any Company or any of its SubsidiariesMaterial Adverse Effect; (iiiii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") IRS or the Secretary of the Treasury), and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vvi) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30-) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries ERISA Affiliate has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, Pension Benefit Guaranty Corporation arising in the ordinary course). As (c) The Company's Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, the aggregate amount of cash liabilities (the "Benefit Costs") for which the Surviving Corporationeach current or former employee, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect officer or director of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries subsidiaries who holds any option to purchase Company Common Stock as of the date hereof (collectively, the "Stock Options"), together with the number of shares of Company Common Stock which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested within six months from the date hereof, or as a party result of, the Merger), the option price of such option (to the extent 8 10 determined as of the date hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and all Company Plansthe expiration date of such option. The representations Company's Disclosure Schedule also sets forth the total number of such ISOs and warranties such nonqualified options. The Company has furnished Parent with complete copies of the plans (collectively, the "Option Plans") pursuant to which the Stock Options were issued. (d) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in this Section 2.11 are made only to the actual knowledge an amount exceeding $250,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or descriptions) of all severance agreements, programs and policies of the Company with or relating to its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the extent they relate only Company with or relating to CCC and its Subsidiariesemployees which contain change in control provisions. SECTION 2.17.

Employee Benefit Plans; Employment Agreements. Except in each case as set forth in (a) Section 2.11 3.11(a) of the Company Parent Disclosure Schedule, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to Schedule identifies any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA) or ), and any material bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company Parent Employee Plans"), ) which could result in any material liability of the Company Parent or any member of its Subsidiariescontrolled group within the meaning of Section 414(b) and 414(c) of the Code. Except in each case as set forth in Section 3.11(a) of Parent Disclosure Schedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Parent Material Adverse Effect, (i) there has been no breach of fiduciary duty or "prohibited transaction," as such term is defined in section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plans; (ii) all Company Parent Employee Plans have been operated in accordance with their terms and are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of LaborPBGC, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") IRS or the Secretary of the Treasury), and the Company Parent and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Parent Employee Plans; (iii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter (or where no determination letter is required, a favorable opinion letter) from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Parent Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect Parent Employee Plan will cause or be reasonably expected to cause any multiemployer plan within the meaning set forth in Section 3(37) liability under Title IV of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal (other than liability for premium payments to the Company or any of its SubsidiariesPBGC, and contributions not in default to the respective plans, arising in the ordinary course); and (vii) neither the Company nor any of its Subsidiaries Parent has not incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As , and no Parent Employee subject to Title IV of ERISA has terminated within the past six years; and (viii) neither Parent nor any member of its controlled group (within the meaning of Section 414(b) or 414(c) of the date Code) has ever contributed or had any obligation to a "multiemployer plan" or a "multiple employer welfare plan" within the meaning of this Agreement, the aggregate amount Sections 3(37)(A) or 3(40)(A) of cash liabilities (the "Benefit Costs") for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party and all Company Plans. The representations and warranties in this Section 2.11 are made only to the actual knowledge of the Company to the extent they relate only to CCC and its SubsidiariesERISA .

Employee Benefit Plans; Employment Agreements. Except in each case as set forth in Section 2.11 of the Company Disclosure ScheduleSchedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Material Adverse Effect, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA) ), or any material bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "Company PlansCOMPANY EMPLOYEE PLANS"), which could result in any liability of the Company or any of its Subsidiariessubsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiariessubsidiaries; and (vii) neither the Company nor any of its Subsidiaries subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As of the date of this Agreement, the aggregate amount of cash liabilities (the "Benefit Costs") for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party and all Company Plans. The representations and warranties in this Section 2.11 are made only to the actual knowledge of the Company to the extent they relate only to CCC and its Subsidiaries.