Employee Matters and Benefit Plans. 23 2.21 Employees........................................................................26 2.22 Governmental Authorizations and Licenses.........................................26 2.23
Employee Matters and Benefit Plans. 23 2.23 Insurance...................................................... 27 2.24
Employee Matters and Benefit Plans. (a) The following terms shall have the meanings set forth below:
Employee Matters and Benefit Plans. (a) With the exception of the definition of “Affiliate” set forth in Section 5.17(a)(i) below (which definition shall apply only to this Section 5.17 and Section 6.17), for purposes of this Agreement, the following terms shall have the meanings set forth below:
Employee Matters and Benefit Plans. 30 3.13 S-4; Joint Proxy Statement/Prospectus........................................32 3.14 Restrictions on Business Activities..........................................32 3.15 Title to Property; Condition of Equipment....................................33 3.16 Taxes........................................................................33 3.17 Brokers......................................................................35 3.18
Employee Matters and Benefit Plans. 22 TABLE OF CONTENTS (Continued)
Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with the Business or any Purchased Entity, that affects or covers any current or former employee, officer, director, contractor or agent of the applicable Seller in connection with the Business or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” and collectively, the “Company Plans”) has been listed on Section 4.12(a) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan.
Employee Matters and Benefit Plans. (a) With the exception of the Acquired Entities Employee Plans (as defined and addressed in Section 4.9(a) above), Section 5.9(a) of the Disclosure Schedules lists all material Plans, written or otherwise, as amended, modified or supplemented, sponsored by or contributed to by, CT or any of its Subsidiaries or any other Person (whether or not incorporated) which is an ERISA Affiliate of CT or any of its Subsidiaries, or in respect of which any such entity has any liability or has a reasonably foreseeable risk of any liability in respect of any Business Employee (collectively, whether or not material, but without regard to Acquired Entity Employee Plans, the “CT Employee Plans”), and separately identifies those which contain provisions relating to any change of control or potential change in control of any entity. CT has Made Available to Purchaser copies of (i) each such CT Employee Plan (including a written summary of any CT Employee Plan that is not in writing), all amendments thereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CT Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiaries; (ii) with respect to any such CT Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent favorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three (3) most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each CT Employee Plan required to make such a filing; (iv) any reports which have been filed with the DOL or the IRS within the last six (6) years with respect to each CT Employee Plan required to make such filing; and (v) all correspondence between the IRS and/or the DOL and CT, its Subsidiaries and/or ERISA Affiliates.
Employee Matters and Benefit Plans. (a) Section 4.13(a) of the Disclosure Schedule identifies (i) each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, stock purchase, profit-sharing, retirement, supplemental retirement, or other similar employee benefit plan, program, arrangement or practice, (ii) each health, life or disability insurance, vacation, retiree medical or life insurance, severance, termination pay or similar plan, program, arrangement or practice, and (iii) each other agreement or fringe benefit plan, in each case, whether written or unwritten, that is maintained, sponsored, contributed to or required to be contributed to by a Company, Seller, GEC or a Subsidiary of a Company and which covers any current or former employee, officer, director or consultant of a Company or a Subsidiary of a Company, or with respect to which a Company or a Subsidiary of a Company could reasonably be expected to have any liability (contingent or otherwise), including all “employee benefit plans” as defined by Section 3(3) of ERISA (collectively, the “Plans”); provided, however, that there shall be no obligation to identify on Section 4.13(a) of the Disclosure Schedule any Plan that is not material. For each Plan, correct and complete copies of the plan documents and summary plan descriptions, the two most recent Form 5500 annual reports, the two most recent actuarial reports, if applicable, all related trust agreements, insurance contracts and funding agreements that implement each such Plan, and the most recent determination letter or opinion letter issued by the Internal Revenue Service (“IRS”), if any, have been made available to Purchaser.
Employee Matters and Benefit Plans. 12 2.12 Registration Statement; Proxy Statement/Prospectus.......... 16 2.13
