Incredimail 2011 Annual Report Download - page 185

(v) “ Multiemployer Plan ” shall mean any “ Pension Plan ” (as defined below) which is a “multiemployer plan,”
as defined in
Section 3(37) of ERISA;
(vi) “ Pension Plan ” shall mean each Company Employee Plan which is an “employee pension benefit plan,”
within the meaning of
Section 3(2) of ERISA;
(b) Part 2.15(b)
of the Disclosure Schedule contains an accurate and complete list of each Company Employee Plan. Neither the Company
nor any ERISA Affiliate contributes to or has any contingent obligations to any Multiemployer Plan. Neither the Company nor any ERISA Affiliate has incurred any
liability (including secondary liability) to any Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan under Section 4201 of
ERISA or as a result of a sale of assets described in Section 4204 of ERISA.
(c)
Neither the Company nor any ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any
Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor any ERISA Affiliate has any liability with respect to any
post-
retirement benefit under any Company Employee Plan which is a welfare plan (as defined in section 3(l) of ERISA), other than liability for health plan
continuation coverage described in Part 6 of Title I(B) of ERISA or other applicable Legal Requirement.
(d)
Each Company Employee Plan complies, in both form and operation, in all material respects, with its terms, ERISA and the Code, and,
to the Company’
s Knowledge no condition exists or event has occurred with respect to any such plan which would result in the incurrence by the Company or any
ERISA Affiliate of any material liability, fine or penalty. No Company Employee Plan is being audited or investigated by any government agency or is subject to any
pending or, to the Company’
s Knowledge, threatened claim or suit. Neither the Company nor any ERISA Affiliate nor any fiduciary of any Company Employee Plan
has engaged in a prohibited transaction under section 406 of ERISA or section 4975 of the Code.
(e) Part 2.15(e) of the Disclosure Schedule sets forth a complete and accurate list of all salaried or compensated officers, employees (“
Employees ”), advisers and consultants of the Company (together with Employees, “ Service Providers ”),
including names, positions and dates of employment or
retention, and correctly reflects their annual base salaries or base rate of cash compensation payable to them, annual target bonus opportunity, and commission
arrangements. The Company has provided or made available to Purchaser correct and complete fully executed copies of all documents embodying each Company
Employee Plan (“ Service Providers Agreement s”).
The Company has paid all such salaries, benefits and other entitlements to its Service Providers in a timely
manner. Each of the Service Providers Agreements were entered into prior to or coincident with the commencement of each Service Provider’
s applicable relationship
with the Company.
(f)
The Company does not have any material liability with respect to any misclassification of any Person as an independent contractor
rather than an employee of the Company. All consultant agreements are terminable at will by the Company upon not more than thirty (30) days prior notice.
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