Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries.

Employee Benefits; ERISA. (a) Section 3.17(a) of the Disclosure Schedule 4.17 contains a true and complete list of each material (i) bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization stock appreciation right or other medicalstock-based incentive plan or program; (ii) “welfare plan” (within the meaning of Section 3(1) of ERISA, life whether or not subject to ERISA); (iii) “pension plan” (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA); (iv) employment, consulting, termination or severance agreement; and (v) other insurancematerial employee benefit plan, supplemental unemployment benefits, profit sharing, pension, or retirement planfund, program, agreement or arrangement, and in each other material employee benefit case, that is or, with respect to any such “welfare plan” or “pension plan,” has, programwithin the past three (3) years, agreement or arrangement, been sponsored, maintained or contributed to or required to be contributed to by the Company and its Subsidiaries, or to which the Company or any Conveyed Entity, any Subsidiary thereof or by any trade or businessof its Subsidiaries is party, whether written or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISAoral, for the benefit of any employee current or former employee employee, independent contractor or director of any Conveyed Entity, Subsidiary thereof the Company or any ERISA Affiliate of its Subsidiaries (collectively, the "“Plans"”). Schedule 4.17 identifies each Neither the Company nor any of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed Entity, Subsidiary thereof or any ERISA Affiliate its Subsidiaries has any formal plan or commitment, whether legally binding or not, to create any additional Plan or modify or change any existing Plan in any material respect (except as required by Law) that would affect any employee current or former employee or director of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity Company or any of its Subsidiaries. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA has sponsored, maintained, contributed to or been required to contribute to any such plan within the past four (4) years prior to the date of this Agreement. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and none of the Company, any of its Subsidiaries or any ERISA Affiliate at any time within the four (4) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.”

Employee Benefits; ERISA. (a) Schedule 4.17 Section 3.11(a) of the Disclosure Schedules contains a true and complete list of each material employment, consulting, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, retention, severance, change-in-control, control or termination pay, hospitalization or other medical, disability, life or other employee insurance, supplemental unemployment benefits, profit profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by the Company or any Conveyed Entityof its Subsidiaries, any Subsidiary thereof or by any trade or business, whether or not incorporated incorporated, that together with the Company or any of its Subsidiaries would be deemed to comprise a controlled group or affiliated service group or be deemed to be under common control or otherwise aggregated for purposes of Sections 414(b), (c), (m) or (o) of the United States Internal Revenue Code of 1986, as amended (the "Code") (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee current or former employee or director of the Company or any Conveyed Entityof its Subsidiaries, Subsidiary thereof or any ERISA Affiliate (the "Plans"). Schedule 4.17 Section 3.11(a) of the Disclosure Schedules identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). No Conveyed EntityExcept as set forth on Section 3.11(a) of the Disclosure Schedules, Subsidiary thereof or none of the Plans is subject to Title IV of ERISA. None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any additional Plan or, except as required by applicable law or to maintain tax-qualified status, modify or change any existing Plan that would affect any employee current or former employee or director of any Conveyed Entitythe Company, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its SubsidiariesAffiliate.

Employee Benefits; ERISA. (a) Section 3.12(a) of the Company Disclosure Schedule 4.17 contains a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entitythe Company, any Subsidiary thereof of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity the Company would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of the Company, any Conveyed Entity, Subsidiary thereof of its Subsidiaries or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the The Plans that is an are "employee welfare benefit planplans," or "employee pension benefit planplans" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being are hereinafter referred to collectively as the "ERISA Plans"). No Conveyed EntityNone of the Company, Subsidiary thereof any of its Subsidiaries, or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, commitment to create any additional Plan or or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of any Conveyed Entitythe Company, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change could notis, individually or in the aggregate, reasonably be expected not likely to result in a material liability of a Conveyed Entity the Company or any of its Subsidiaries.

Employee Benefits; ERISA. (a) Section 3.17(a) of the Disclosure Schedule 4.17 contains a true and complete list of each material (i) bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive plan, program, agreement, or arrangement; (ii) severance, change-in-control, or termination pay, surgical, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefitsbenefits and other “welfare” plan, profit fund or program (within the meaning of Section 3(1) of ERISA, whether or not subject to ERISA); (iii) profit-sharing, pensionstock bonus or pension plan, program, agreement or retirement arrangement (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA); (iv) individual employment, consulting, termination or severance agreement; and (v) other employee benefit plan, fund, program, agreement or arrangement, and in each other material employee benefit plancase, programthat is or has been since January 1, agreement or arrangement, 1999 sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof the Company and its Subsidiaries or by any trade or business, whether or not incorporated (an "“ERISA Affiliate"”), that together with any Conveyed Entity the Company and its Subsidiaries would be deemed a "“single employer" ” within the meaning of Section 4001(b)(1) of ERISA, or to which the Company, any of its Subsidiaries or any ERISA Affiliate is party, whether written or oral, for the benefit of any employee current or former employee employee, independent contractor or director of the Company, any Conveyed Entity, Subsidiary thereof of its Subsidiaries or any ERISA Affiliate (collectively, the "“Plans"”). Section 3.17(a) of the Disclosure Schedule 4.17 identifies each of the Plans that is an "“employee welfare benefit plan," ” or "“employee pension benefit plan" ” as such terms are defined in Sections 3(1) and 3(2) ), respectively, of ERISA (such plans being hereinafter referred to collectively as the "“ERISA Plans"”). No Conveyed Entity, Subsidiary thereof or Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, commitment to create any additional Plan or modify or change any existing Plan in any material respect (except as required by Law) that would affect any employee current or former employee or director of any Conveyed Entitythe Company, any Subsidiary of its Subsidiaries or any ERISA Affiliate. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any ERISA Affiliate except has sponsored, maintained, contributed to or been required to contribute to any such plan within the past six (6) years prior to the extent that any date of this Agreement. No Plan is a “multiemployer plan,” as such creationterm is defined in Section 3(37) of ERISA, modification or change could notand none of the Company, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its SubsidiariesSubsidiaries or any ERISA Affiliate at any time within the six (6) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.” Neither the Company nor any of its Subsidiaries has any Liability, contingent or otherwise, under any excess benefit plan or supplemental executive retirement plan.

Employee Benefits; ERISA. (a) Schedule 4.17 contains BAYOU ROAD has disclosed, if any, a true and complete list of each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other material employee benefit plan, program, agreement or arrangement, if any, sponsored, maintained or contributed to or required to be contributed to by any Conveyed EntityBAYOU ROAD, any Subsidiary thereof of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity BAYOU ROAD would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of BAYOU ROAD, any Conveyed Entity, Subsidiary thereof of its Subsidiaries or any ERISA Affiliate (the "Plans"). Schedule 4.17 identifies each of the The Plans that is an are "employee welfare benefit planplans," or "employee pension benefit planplans" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being are hereinafter referred to collectively as the "ERISA Plans"). No Conveyed EntityNone of BAYOU ROAD, Subsidiary thereof any of its Subsidiaries, or any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, commitment to create any additional Plan or or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of any Conveyed EntityBAYOU ROAD, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change could notis, individually or in the aggregate, reasonably be expected not likely to result in a material liability of a Conveyed Entity BAYOU ROAD or any of its Subsidiaries.

Employee Benefits; ERISA. (a) Section 3.17(a) of the Disclosure Schedule 4.17 contains a true and complete list of each material (i) bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive plan, program, agreement, or arrangement; (ii) severance, change-in-control, or termination pay, surgical, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefitsbenefits and other “welfare” plan, profit fund or program (within the meaning of Section 3(1) of ERISA, whether or not subject to ERISA); (iii) profit-sharing, pensionstock bonus or pension plan, program, agreement or retirement arrangement (within the meaning of Section 3(2) of ERISA, whether or not subject to ERISA); (iv) individual employment, consulting, termination or severance agreement; and (v) other employee benefit plan, fund, program, agreement or arrangement, and in each other material employee benefit plancase, programthat is or has been since January 1, agreement or arrangement, 1999 sponsored, maintained or contributed to or required to be contributed to by any Conveyed Entity, any Subsidiary thereof the Company and its Subsidiaries or by any trade or business, whether or not incorporated (an "“ERISA Affiliate"”), that together with any Conveyed Entity the Company and its Subsidiaries would be deemed a "“single employer" ” within the meaning of Section 4001(b)(1) of ERISA, or to which the Company, any of its Subsidiaries or any ERISA Affiliate is party, whether written or oral, for the benefit of any employee current or former employee employee, independent contractor or director of the Company, any Conveyed Entity, Subsidiary thereof of its Subsidiaries or any ERISA Affiliate (collectively, the "“Plans"”). Section 3.17(a) of the Table of Contents Disclosure Schedule 4.17 identifies each of the Plans that is an "“employee welfare benefit plan," ” or "“employee pension benefit plan" ” as such terms are defined in Sections 3(1) and 3(2) ), respectively, of ERISA (such plans being hereinafter referred to collectively as the "“ERISA Plans"”). No Conveyed Entity, Subsidiary thereof or Neither the Company nor any of its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, commitment to create any additional Plan or modify or change any existing Plan in any material respect (except as required by Law) that would affect any employee current or former employee or director of any Conveyed Entitythe Company, any Subsidiary of its Subsidiaries or any ERISA Affiliate. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any ERISA Affiliate except has sponsored, maintained, contributed to or been required to contribute to any such plan within the past six (6) years prior to the extent that any date of this Agreement. No Plan is a “multiemployer plan,” as such creationterm is defined in Section 3(37) of ERISA, modification or change could notand none of the Company, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its SubsidiariesSubsidiaries or any ERISA Affiliate at any time within the six (6) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.” Neither the Company nor any of its Subsidiaries has any Liability, contingent or otherwise, under any excess benefit plan or supplemental executive retirement plan.