Fill and Sign the Employee Benefits Due Diligence Request Law Firm Attorneys Form

11.05 Employee Benefit Plan Document Checklist The following document checklist is designed to assist the reviewing attorney and others involved in the employee benefit due diligence effort to ensure that all relevant plans, programs, agreements and other material documents have been identified and reviewed in the context of a corporate finance or merger/acquisition transaction. Please keep in mind that no checklist, no matter how detailed, can ensure a perfect review. Accordingly, it is important that each reviewer use his or her best professional judgment in using this checklist, and be alert to the possibility that documents, agreements or plans may exist beyond those suggested below. ฀ All current and terminated ERISA plans and amendments or modifications thereto ฀ All current and terminated non -ERISA plans and amendments and modifications thereto ฀ All current and terminated multi -employer plans and related data ฀ All deferred compensation arrangements, procedures or policies ฀ All employment contr acts (or written summaries of any oral employment contracts), golden parachutes, silver parachutes, tin parachutes, etc. ฀ All securities options, awards, warrants, etc. agreements or programs ฀ List of current employees and plans in which they participa te ฀ List of all former employees and retirees and plans in which they participate ฀ Summary description of all perquisites and other non -plan benefits applicable to groups or categories of employees ฀ All medical benefit or other similar programs or pl ans, including but not limited to physician care, dental, ophthalmological, and pharmaceutical ฀ Summary description of sick pay, family leave, vacation, holiday, tuition reimbursement, continuing education, matching charitable contributions, and related policies or programs ฀ Audited, reviewed or compiled financial statements and the notes thereto ฀ All actuarial reports and analyses, including a certificate from the responsible officer that all such reports and analyses have been produced for review ฀ All information relating to funding vehicles such as Voluntary Employee Benefit Associations (VEBAs), trusts, letter of credit arrangements, etc. ฀ Confirmations of lien status for purposes of IRC ¤ 412 and ERISA ¤ 4068 ฀ All loan documents evidencing t ransactions involving plans, trusts, funding vehicles, etc. ฀ All special plans or programs such as those relating to Employee Stock Plans (ESOPs) ฀ Detailed listing of all assets held in, by or for the benefit of any plan, program, trust, etc. ฀ All investment advisor, fiduciary, consultant, actuary and other third party engagement agreements and correspondence ฀ All written, electronic or other communication with employees, former or retired employees and other plan or program participants including but not limited to policy statements, memoranda, Consolidated Omnibus Budget Reconciliation Act (COBRA) disclosures/records, Internal Revenue Code ¤ 402 notices and individual account statements ฀ All governmental or regulatory filings, notifications and c ommunications including but not limited to Forms 5550, Forms 5310, Securities and Exchange Commission forms, Pension Benefit Guaranty Corporation filings, etc. ฀ All applications and correspondence relating to (and copies of) each "determination" letter for each qualified plan ฀ All petitions, filings, notices, correspondence and other documentation relating to any litigation arbitration or mediation involving any current or terminated plans, programs or policies ฀ All correspondence among the plan spons or and any third parties (including but not limited to governmental authorities, trustees, actuaries, attorneys, accountants, etc.) relating to or involving employee plans or benefits generally ฀ All corporate or other legal entities records relating to t he adoption, modification, qualification or other aspects of employee plans, programs or policies. ฀ Any "qualified employer securities" acquisition -related memoranda or files ฀ All material internal memoranda related to any of the above