CompUSA 2014 Annual Report Download - page 152

3.19 Employee Benefit Plans.
(a)
Schedule 3.19(a) sets forth a true and complete list of all pension, benefit, retirement, bonus compensation,
consulting, profit-
sharing, medical, dental, life, accident insurance, employee welfare, disability, group insurance, and other similar fringe or
employee benefit plans, programs and arrangements, and sets forth any change in control, retention, severance, stock option or deferred
compensation plans, bonus plans, performance awards, incentives, paid time off, vacation and sick leave plans, in each case whether or not
reduced to writing and whether funded or unfunded, including, without limitation, all “employee benefit plans” (
as defined in Section 3(3) of
ERISA), which are provided, administered, maintained, sponsored, contributed to, or required to be contributed to, by any of the Companies or
for which any of the Companies has any obligations or liability, contingent or otherwise for the benefit of, or that relate to, any current or former
employees, officers, directors, retirees, independent contractors or consultants of any of the Companies or any spouse, beneficiary or dependent
of such individual, or under which the Companies have or may have any liability, or with respect to which the Buyer or any of its Affiliates
would reasonably be expected to have any liability, contingent or otherwise. The items described in the foregoing sentence are hereinafter
sometimes referred to collectively as “Employee Benefit Plans,” and each individually as an “Employee Benefit Plan.”
True, complete and
correct copies of all the Employee Benefit Plans, including all amendments thereto, the most recent summary descriptions provided to employees
and former employees, the most recent actuarial reports, most recent annual information reports and investment reports and any recent Employee
Benefit Plan financial statements have heretofore been made available to the Buyer. All employee data and documents necessary to administer
each Employee Benefit Plan are in the possession of the applicable Company, and are complete and correct in all material respects and in a form
which is sufficient for the lawful administration of the Employee Benefit Plans. Except as set forth in Schedule 3.19(a), (i) no U.S. Company, or
any corporation or trade or business under common control (within the meaning of section 414 of the Code) with a U.S. Company, has, at any
time during the last six (6) years, contributed to or been obligated to contribute to any defined benefit pension plan subject to Title IV of ERISA,
including any Multiemployer Plan, and no U.S. Company or any such other controlled group member has incurred, during the last six (6) years,
any withdrawal liability under section 4203 or section 4205 of ERISA or liability under section 4062, section 4063 or section 4064 of ERISA
that has not been satisfied in full; and (ii) no Employee Benefit Plan in which an employee or former employee of Avenue participates or has
participated is a pension plan or multi-
employer pension plan, as those terms are defined under the Pension Benefits Act (Ontario) or any similar
applicable legislation governing registered pension plans in Canada. Each Company has separately identified in Schedule 3.19(a) (i) each
Employee Benefit Plan that contains a change in control provision and (ii) each Employee Benefit Plan that is maintained, sponsored,
contributed to, or required to be contributed to by any Company primarily for the benefit of employees outside of the United States (a “Non-
U.S.
Benefit Plan”).
(b) Except as set forth in Schedule 3.19(b), to the Knowledge of the Seller, there have been no “prohibited transactions”
by any of the U.S. Companies within the meaning
of Section 406 or 407 of ERISA or Section 4975 of the Code for which a statutory or
administrative exemption does not exist with respect to any Employee Benefit Plan.
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