This excerpt taken from the LUX 6-K filed Jun 25, 2007.
Section 3.13. Employee Benefit Plans and Arrangements.
(a) Plans means all severance, pension, benefit, deferred compensation, incentive compensation, stock option, bonus, welfare benefit and other employee benefit plans, programs and policies that provide benefits (other than benefits that do not, for any plan, exceed $100,000 in the aggregate) to any present or former director, officer or employee of the Company or any of its Subsidiaries, or any beneficiary or dependent of any such person (whether or not written), sponsored or maintained by the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries contributes or is obligated to contribute. Without limiting the generality of the foregoing, the term Plans includes all employee welfare benefit plans within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder (ERISA) and all employee pension benefit plans within the meaning of Section 3(2) of ERISA. An ERISA Affiliate means, with respect to the Company, any corporation, person or trade or business
which is a member of the group which is under common control with the Company, and which together with the Company is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code. Controlled Group Liability means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) arising as a result of a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under corresponding or similar provisions of foreign laws or regulations. U.S. Plan means any Plan that covers any present or former director, officer or employee located in the United States. Foreign Plan means any Plan that is subject to the laws of any jurisdiction outside the United States.
(b) Section 3.13(b) of the Company Disclosure Schedule includes a complete list of all U.S. Plans. With respect to each written U.S. Plan, other than a U.S. Subsidiary Plan (as defined below), the Company has made available to Parent a true, correct and complete copy of: (i) all plan documents and trust agreements; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) if the Plan is intended to be a qualified plan within the meaning of Section 401(a) of the Code (a Qualified Plan), the most recent determination letter from the Internal Revenue Service (the IRS). With respect to each written U.S. Plan maintained by any Subsidiary (a U.S. Subsidiary Plan), the Company has made available to Parent a true, correct and complete copy of all Plan documents. With respect to each material unwritten U.S. Plan, the Company has made available to Parent a summary in reasonable detail of such U.S. Plan.
(c) Except as set forth in Section 3.13(c) of the Company Disclosure Schedule, each Plan currently complies in all material respects, and has materially complied in the past, both in form and operation, with its terms and with all applicable provisions of all laws and regulations applicable to it, including, in the case of the U.S. Plans, with the applicable provisions of ERISA and the Code. With respect to each Qualified Plan, the IRS has issued a favorable determination letter evidencing the U.S. Plans compliance with the GUST amendment or an application for a favorable determination letter has been or will be filed with the IRS within the applicable remedial amendment period under Code Section 401(b) and nothing has occurred or, to the knowledge of the Company, is expected to occur that would adversely affect the qualified status of such U.S. Plan or any related trust. Notwithstanding the foregoing, to the Companys knowledge, all reports, notices and other disclosure relating to any Plan required to be filed with, or furnished to, governmental entities, Plan participants or Plan beneficiaries have been timely filed and furnished in accordance with applicable law, including, but not limited to, notices required to be furnished to employees under the Consolidated Omnibus Budget Reconciliation Act of 1985 upon the occurrence of a qualifying event, as defined in Section 4980B of the Code.
(d) With respect to each U.S. Plan and, to the Companys knowledge, each Foreign Plan, all contributions required to be made to such Plan by applicable law or regulation or by any applicable Plan document, and all premiums due or payable with respect to insurance
policies funding any such Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected in the financial statements of the Company included in the SEC Reports to the extent required under GAAP. There does not now exist nor, to the knowledge of the Company, do any circumstances exist that would result in, any Controlled Group Liability that would be a material liability of the Company or its Subsidiaries, taken as a whole (other than routine claims for benefits), following the Closing.
(e) As of the date hereof, (i) each U.S. Plan that is subject to Section 302 of ERISA and Section 412 of the Code meets the minimum funding standards of Section 302 of ERISA and Section 412 of the Code (without regard to any funding waiver); and (ii) neither the Company nor any of its ERISA Affiliates is required to provide security to such U.S. Plan pursuant to Section 307 of ERISA or Section 501(a)(29) of the Code; and since its last valuation date, there have been no amendments to such U.S. Plan that materially increase the present value of accrued benefits.
(f) No U.S. Plan is a multiemployer plan, as defined in Section 3(37) of ERISA. With respect to each U.S. Plan and, to the Companys knowledge, each Foreign Plan, no claims are pending against any such Plan, or the Company or any of its Subsidiaries with respect to such Plan, except in respect of benefit payments in the normal course of business, and, to the Companys knowledge, no employee, beneficiary, dependent, or governmental agency has threatened any appeal or litigation regarding any matter with respect to the Plans. Except as set forth in Section 3.13(f) of the Company Disclosure Schedule, no U.S. Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees (or their beneficiaries or dependents) of the Company or its Subsidiaries after retirement or other termination of service (other than (i) as required by Section 601 et seq. of ERISA, (ii) death benefits or retirement benefits under any Qualified Plan or (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any of its Subsidiaries).
(g) No prohibited transaction has occurred with respect to any U.S. Plan that is not exempt under Section 4975 of the Code and Section 406 of ERISA, and neither the Company nor any of its Subsidiaries has engaged in any transaction with respect to any U.S. Plan that could subject it to either a material civil penalty assessed pursuant to Section 409, 502(i) or 502(l) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code.
(h) Except as set forth in Section 3.13(h) of the Company Disclosure Schedule, no U.S. Plan has any interest in any annuity contract or other investment or insurance contract issued by an insurance company that is the subject of bankruptcy, conservatorship, rehabilitation or similar proceeding.
(i) None of the persons performing services for the Company or its Subsidiaries has been improperly classified as an independent contractor or, in the case of employees, as being exempt from the payment of wages for overtime, except for such improper classifications that would not, individually or in the aggregate, reasonably be expected to have created or to create