Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company 4.13.1 BSFI Disclosure Schedule sets forth as of the date hereof 4.13.1 contains a true and complete list of all material domestic written and foreign benefit and compensation plansunwritten pension, programsretirement, Contractsprofit-sharing, commitmentsthrift, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)savings, deferred compensation, stock option, employee stock ownership, employee stock purchase, restricted stock, stock appreciation rightsseverance pay, retention, vacation, bonus or other equity-basedincentive plans, incentive all employment, change in control, consulting, severance and bonus retention agreements, all other written employee programs, arrangements or agreements, all medical, vision, dental, disability, life insurance, workers’ compensation, employee assistance or other health or welfare plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, all other employee benefit or fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance benefit plans, programsincluding “employee benefit plans” as that term is defined in Section 3(3) of ERISA, Contractscurrently adopted, commitmentsmaintained by, practicessponsored in whole or in part by, policies or contributed to by BSFI or any of its ERISA Affiliates for the benefit of employees, former employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries of BSFI and arrangements under which employees, former employees, retirees, dependents, spouses, directors, or other beneficiaries of BSFI are eligible to participate (collectively, the “Company BSFI Benefit Plans”). Correct BSFI has furnished or otherwise made available to AFC true and complete copies of (i) the following documentsplan documents and summary plan descriptions for each written BSFI Benefit Plan, (ii) a summary of each unwritten BSFI Benefit Plan, (iii) the annual report (Form 5500 series) for the three most recent years for each BSFI Benefit Plan (if applicable), (iv) the actuarial valuation reports with respect to each of tax-qualified BSFI Benefit Plan that is a defined benefit plan for the Company Plans have been delivered or made available to Purchaser by Companythree most recent years, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (Bv) all related trust documentsagreements, insurance Contracts and other documents establishing contracts or other funding arrangementsagreements which implement the BSFI Benefit Plans (if applicable), and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (Dvi) the most recent IRS determination letter; letter with respect to each tax-qualified BSFI Benefit Plan (or, for a BSFI Benefit Plan maintained under a pre-approved prototype or volume submitter plan, the IRS determination letter on such pre-approved plan) and (Evii) summary plan descriptions all substantive correspondence relating to any BSFI Benefit Plan addressed to or received from the IRS, the Department of Labor or any other Governmental Entity within the past 5 years. BSFI Disclosure Schedule 4.13.1 identifies each BSFI Benefit Plan that may be subject to Section 409A of the Code (“Non-qualified Deferred Compensation Plan”) and summaries the aggregate amounts deferred under each such Non-qualified Deferred Compensation Plan as of material modificationsMarch 31, 2006. Each Non-qualified Deferred Compensation Plan has been maintained and operated in compliance with Section 409A of the Code so that no Taxes under Section 409A of the Code may be imposed on participants in such plans.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Except as set forth on Schedule sets forth as of the date hereof 2.17A, neither Firstbank nor any Firstbank Subsidiary is a true and complete list of all material domestic and foreign benefit and compensation plansparty to any existing employment, programsmanagement, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)consulting, deferred compensation, change-in-control or other similar contract. Schedule 2.17A lists all pension, retirement, supplemental retirement, savings, profit sharing, stock option, stock purchase, restricted stockstock ownership, stock appreciation rightsright, deferred compensation, consulting, bonus, medical, disability, workers' compensation, vacation, group insurance, severance and other equity-basedmaterial employee benefit, incentive and bonus planswelfare policies, contracts, plans and arrangements, and employmentall trust agreements related thereto, consultingmaintained (currently or at any time in the last five years) by or contributed to by Firstbank or any Firstbank Subsidiary in respect of any of the present or former directors, terminationofficers, retentionor other employees of and/or consultants to Firstbank or any Firstbank Subsidiary (collectively, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company "Firstbank Employee Plans”"). Correct and complete copies of Firstbank has furnished Mercantile with the following documents, documents with respect to each Firstbank Employee Plan: (i) a true and complete copy of all material written documents comprising such Firstbank Employee Plan (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoFirstbank Employee Plan; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and or Form 5500-C (including all schedules thereto and thereto), if applicable; (iii) the most recent financial statements and actuarial reportreports, if any; (Div) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter; , if any. Without limiting the generality of the foregoing, Firstbank has furnished Mercantile with true and (E) summary complete copies of each form of stock option grant or stock option agreement that is outstanding under any stock option plan descriptions and summaries of material modificationsFirstbank or any Firstbank Subsidiary.

Employee Benefit Plans. (ia) Section 3.2(w)(i) Each employee benefit plan, arrangement, or commitment of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company Seller or any of its the Subsidiaries has any present or future right to benefits, that which is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, an “employee benefit plansplan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) is listed in Seller Disclosure Schedule 3.8(a) and each bonus, deferred compensation, retirement, profit-sharing, thrift, savings, employee stock optionownership, stock bonus, stock purchase, restricted stock, stock appreciation rightsoption plan or other equity compensation plan, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocationemployment or severance contract, vacation benefit, personal timelife insurance, health and other medical benefits, employee assistance, disability insurance, sick leave, post-offemployment and all other types of fringe and employee benefits, change under which either the Seller or any of the Subsidiaries has had, has or possesses any existing or future liability that covers current or former officers or employees of Seller or any of the Subsidiaries (“Employees”) or current or former directors of Seller and any of the Subsidiaries, whether constituted as a plan, practice, arrangement or commitment, whether written or unwritten, whether qualified or non-qualified, and whether or not subject to ERISA, is listed in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements Seller Disclosure Schedule 3.8(a) (the “Company Seller Plans”). Correct Seller has furnished to Acquiror true and complete copies or descriptions of the following documentseach Seller Plan together, if applicable, with respect to (i) all amendments, supplements, and funding and administrative policies related thereto; (ii) the most recent summary plan description for each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: such Seller Plan for which a summary plan description is required; (Aiii) any Company Plansapplicable trust agreement; (iv) the most recent actuarial and financial reports or audits; (v) the three most recent annual reports filed with any Governmental Entity, together with including all amendments schedules and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cvi) the most recent annual report on determination letter or ruling issued by the IRS with respect to any Seller Plan that is intended to be qualified under Section 401(a) of the Code (“Internal Revenue ServiceQualified Seller Plan”) Form 5500 and all schedules thereto and the most recent actuarial reporta description of any open requests for rulings or letters that pertain to any such Qualified Seller Plan; (Dvii) all registration statements filed with the most recent IRS determination letterCommission with respect to any Seller Plan; and (Eviii) summary plan descriptions and summaries of any material modificationswritten communications to or from the IRS or any other Governmental Entity with respect to any Seller Plan.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof a true 5.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 5.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 5.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholders; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Plans does not currently have been delivered (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), together with all amendments and attachments thereto; nor has any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and the latest financial statements Sections 4201, 4202, 4203, 4204, or 4205 thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.been incurred by any Plan. Further:

Employee Benefit Plans. (i) Section 3.2(w)(i) of Except as set forth in SCHEDULE 3.17, neither the Company Disclosure Schedule sets forth nor any Plan Affiliate (as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to defined in this Section 3.2(w10.10 hereof) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored sponsored, adopted, made contributions to or contributed obligated itself to by Company make contributions to or to pay any of its Subsidiaries benefits or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, grant rights under or with respect to or made any commitments to create any "employee pension benefit plan" (as defined in Section 3(2) of ERISA (as defined in Section 10.10 hereof)), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), "multi-employer plan" (as defined in Section 3(37) of ERISA), "employee benefit plan" (as defined in Section 3(3) of ERISA), plan of deferred compensation, medical plan, life insurance plan, disability plan, dental plan or other plan providing benefits for the welfare of the Company's or any Plan Affiliate's current employees or former employees, officers, directors or consultants or beneficiaries thereof, personnel policy (including but not limited to vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including but not limited to stock options, restricted stock, phantom stock, stock bonus and deferred bonus plans), salary reduction agreement, change-of-control agreement, golden parachute, employment agreement, consulting agreement or any other benefit, program or contract (collectively, "Employee Benefit Plans"), whether or not written or pursuant to a collective bargaining agreement, which has been in effect at any time since January 1, 1997 or which could give rise to or result in the Company or Buyer having any debt, liability, claim or obligation of any kind or nature, whether accrued, absolute, contingent, direct, indirect, known or unknown, perfected or inchoate or otherwise and whether or not due or to become due. True, correct and complete copies of all Employee Benefit Plans previously have been furnished to Buyer along with all applicable summary plan descriptions, material employee communications, the annual reports for the two most recent years and the annual and periodic accounting of plan assets. The Employee Benefit Plans (which, for purposes of this sentence and notwithstanding the reference to January 1, 1997 above, include any such plan maintained, sponsored, adopted, contributed to or obligated to by the Company or any Plan Affiliate within the last six years) have been maintained in all material respects in compliance with governing documents and agreements and with applicable laws, regulations, rules, ordinances, orders and other requirement of its Subsidiaries would incur any direct or indirect liabilitylaw. The present value of all benefits, includingdetermined as of the most recent valuation date for such benefits, but vested under each Employee Benefit Plan that is a "plan" (as defined in Section 3(3) of ERISA) does not limited toexceed the value of the assets of such "plan" allocable to such vested benefits, “employee benefit plans” determined as of such date. None of the Employee Benefits Plans is a "Multi-employer Plan" within the meaning of Section 3(33(37) of ERISA and neither the Company nor any Plan Affiliate contributes to or has an obligation to contribute to, or has within the last six years contributed to or had an obligation to contribute to, a Multi-employer Plan. Neither the Company nor any Plan Affiliate (i) has ever established, maintained or contributed to (A) a plan intended to be tax qualified under Section 401(a) of the Employee Retirement Income Security Act Code, or a pension plan subject to Title IV of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control ERISA or severance plans, programs, Contracts, commitments, practices, policies and arrangements (to the “Company Plans”). Correct and complete copies minimum funding standards under Section 412 of the following documentsCode or Section 302 of ERISA, or (B) a voluntary employee benefit association or (ii) has incurred or will incur any liability under Title IV of ERISA. With respect to each Employee Benefit Plan, there has occurred no transaction prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption is not currently in effect. Except as set forth in SCHEDULE 3.17, the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not (either alone or in conjunction with another event, such as termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transactions contemplated by this Agreement and the Transaction Documents or cause the acceleration of the time of payment or vesting of any award or entitlement under any Employee Benefit Plan. Each Employee Benefit Plan may be unilaterally terminated and/or amended by the Company at any time without damage or penalty. All contributions, insurance premiums, benefits and other payments to or under each Employee Benefit Plan with respect to all periods through the Closing have or will be made prior to the Closing or have been accrued on the Financial Statements or will be accrued on the Closing Date Financials, in each case in accordance with GAAP consistently applied. With respect to each Employee Benefit Plan, (i) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (ii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to the Company's knowledge, threatened; and (iii) to the knowledge of the Company Plans have been delivered and the Shareholders, no facts exist which could give rise to an action, suit, proceeding or made available to Purchaser by Companyclaim which, if asserted, could result in a material liability or expense to the extent applicable: Company or the plan assets. Except to the extend required under Section 601 et. seq. of ERISA, Section 4980-B of the Code or applicable state laws, neither the Company nor any Plan Affiliate maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (Awhether or not insured) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and to current or former employees or other documents establishing personnel beyond the termination of their employment or other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsservices.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All benefit and compensation plans, contracts, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is arrangements maintained, sponsored or contributed to by Company Salisbury, Salisbury Bank, or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributetheir Subsidiaries, or with respect to which Company Salisbury, Salisbury Bank or any of its their Subsidiaries would incur has any direct liability, whether actual or indirect liabilitycontingent, covering current or former employees of Salisbury, Salisbury Bank, or any of their Subsidiaries (collectively, the “Salisbury Employees”), current or former directors of Salisbury, Salisbury Bank or any of their Subsidiaries, any other current or former individual service providers of Salisbury, Salisbury Bank, or any of their Subsidiaries, or the dependents or beneficiaries of any of the foregoing, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”), and deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-basedstock based compensation, incentive and bonus planssupplemental retirement, and employment, consulting, termination, severance, change in control, separation, retention, retirementincentive, post-retirement, tax gross-upbonus, fringe benefit, relocationhealth, vacation medical, dental, vision, disability, accident, life insurance, welfare benefit, personal time-offcafeteria, change in control flexible spending, vacation, paid time off or severance perquisite plans, contracts, programs, Contractspolicies or arrangements, commitmentsin each case, practices, policies and arrangements whether written or unwritten (the “Company Salisbury Benefit Plans”), are identified in Salisbury Disclosure Schedule 3.16(a). Correct and complete copies of the following documents, with respect to each of the Company Plans have been Salisbury or Salisbury Bank has delivered or made available to Purchaser by CompanyNBT a copy of each Salisbury Benefit Plan (or a written description of the material provisions of each unwritten Salisbury Benefit Plan) and, to the extent with respect thereto, as applicable: , (A) any Company Plans, together with all amendments and attachments thereto; (Bi) all amendments, currently effective trust documents, insurance Contracts and other documents establishing (or other funding arrangementsvehicle) agreements and insurance contracts, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS summary plan description (“Internal Revenue Service”) Form 5500 and all schedules thereto and summaries of material modifications thereto), (iii) the most recent actuarial report; report (Dor other financial statement relating to such Salisbury Benefit Plan), (iv) the three (3) most recently filed Forms 5500 (with all schedules and attachments), (v) the most recent determination (or, if applicable, opinion or advisory) letter from the IRS determination letter; and (Evi) summary plan descriptions and summaries of all material modificationscorrespondence to or from a Governmental Authority during the past three (3) years.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign Each employee benefit and compensation plansplan, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributearrangement, or with respect to commitment of Seller or the Seller Subsidiary which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, is an “employee benefit plansplan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), is listed in Seller Disclosure Schedule 3.8(a) and each bonus, deferred compensation, pension (including an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”)), retirement, profit-sharing, thrift, savings, employee stock optionownership, stock bonus, stock purchase, restricted stockstock and stock option plan, stock appreciation rightsemployment or severance contract and all other fringe benefits, other equity-based, incentive and bonus employee benefit plans, practices or arrangements under which either the Seller or the Seller Subsidiary has any existing or future liability that cover current or former officers or employees (“Employees”) or current or former directors of Seller and employmentthe Seller Subsidiary, consultingwhether individually or in the aggregate or by group or class, terminationwhether written or unwritten, retentionqualified or non-qualified, retirementincluding all amendments, post-retirementsupplements, tax gross-upfunding arrangements, fringe benefitpolicies, relocationor other related documents thereto, vacation benefit, personal time-off, change are listed in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements Seller Disclosure Schedule 3.8(a) (the “Company Seller Plans”). Correct Seller has furnished to Acquiror true and complete copies or descriptions of the following documentseach Seller Plan together, if applicable, with respect to (i) the most recent summary plan description for each of such Seller Plan for which a summary plan description is required, (ii) any applicable trust agreement, (iii) the Company Plans have been delivered or made available to Purchaser by Company, most recent actuarial (to the extent applicable: ) and financial reports prepared with respect to any Seller Plan that is intended to be qualified under Section 401(a) of the Code (A“Qualified Seller Plan”), (iv) the three most recent annual reports filed with any Company PlansGovernmental Entity, together with including all amendments and attachments schedules thereto; , (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cv) the most recent annual report on determination letter or ruling, if any, issued by the IRS (“Internal Revenue Service”) Form 5500 with respect to any Qualified Seller Plan and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; a description of any open requests for rulings or letters that pertain to any such Qualified Seller Plan, and (Evi) summary plan descriptions and summaries of material modificationsall registration statements filed with the Commission with respect to any Seller Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i4.12(a) of the Company Sellers Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and each Employee Benefit Plan providing compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who benefits to any Target Business Employee (or to any dependent or beneficiary thereof), which are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company the Target Companies, and under which the Target Companies or any of its their Subsidiaries or which Company or any of its Subsidiaries has may have any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, includingwhether actual or contingent (each a “Target Benefit Plan”) except for (A) contracts for Target Business Employees that provide for employment that is terminable at will and that are without severance or change of control pay or benefits, but not limited toin which case only forms of such contracts shall be scheduled, “employee benefit plans” within (B) employment contracts for Target Business Employees hired and based in locations outside the meaning U.S., in which case only forms of such contracts shall be scheduled, unless any such contract provides for notice of termination, severance or change of control pay or benefits that are materially greater than required by applicable laws, and (C) consulting contracts for Target Business Employees that are terminable without material cost or material liability, in which case only forms of such contracts shall be scheduled, unless any such contract provides severance or change of control pay or benefits that are, in each case, greater than required by applicable laws. Section 3(34.12(a) of the Sellers Disclosure Schedule separately identifies each Target Benefit Plan that covers any Target Business Employee Retirement Income Security Act of 1974, as amended employed or providing services to the Target Companies outside the United States (a “ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company PlansTarget Foreign Benefit Plan”). Correct and With respect to each Target Benefit Plan, Sellers have delivered to Purchaser complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Planseach Target Benefit Plan (or, together with if not written a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments and attachments thereto; , (B) all trust documentsthe most recent summaries and summary plan descriptions, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; including any summary of material modifications (C) the most recent annual report on IRS reports (“Internal Revenue Service”) Form 5500 and all schedules thereto and series) filed with the most recent actuarial report; IRS with respect to such Target Benefit Plan, (D) the most recent IRS determination letter; and actuarial report or other financial statement relating to such Target Benefit Plan, (E) summary plan descriptions the most recent determination or opinion letter, if any, issued by the IRS with respect to any Target Benefit Plan and summaries any pending request for such a determination letter, (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Target Company Benefit Plan, (G) all filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of material modificationsLabor Delinquent Filer Program or any similar program.

Employee Benefit Plans. (ia) Section 3.2(w)(i) 5.16 of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all lists each material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “"employee benefit plans” within the meaning of plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), and each other material employment, consulting, bonus or other incentive compensation, salary continuation during any absence from active employment for disability or other reasons, supplemental retirement, cafeteria benefit (Section 125 of the Code) or dependent care (Section 129 of the Code), sick days, tuition assistance, club membership, employee discount, employee loan, or vacation pay, severance, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-upincentive, fringe benefit, relocation, vacation benefit, personal time-off, change in control control, retention, stock option, restricted stock or severance plansother compensatory plan, programspolicy, Contractsagreement or arrangement (including, commitmentswithout limitation, practicesany collective bargaining agreement) that (i) is currently, policies or has since July 1, 2000 been maintained, administered, contributed to or required to be contributed to by the Company or any of its Subsidiaries or to which the Company or any Subsidiary is, or has since July 1, 2000 been a party, and arrangements (ii) covers any current or former officer, director or employee of the “Company Plans”or any of its Subsidiaries (collectively, the "EMPLOYEE PLANS"). Correct The Company has delivered to Parent (i) accurate and complete copies of all Employee Plan documents and all other material documents relating thereto, including (if applicable) all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instruments, and summary plan descriptions relating to said Employee Plans, (ii) accurate and complete copies of the following documents, most recent financial statements and actuarial reports with respect to each all Employee Plans for which financial statements or actuarial reports are required or have been prepared, and (iii) accurate and complete copies of all annual reports and summary annual reports for all Employee Plans (for which annual reports are required) prepared since January 1, 2000. The Company has also delivered to Parent complete copies of other current plan summaries, employee booklets, personnel manuals and other material documents or written materials concerning the Employee Plans that are in possession of the Company Plans or any Subsidiary as of the date hereof. Neither the Company nor any Subsidiary has ever maintained or contributed to any "defined benefit plans" as defined in Section 3(35) of ERISA, nor do any of them have been delivered a current or made available contingent obligation to Purchaser by Company, contribute to the extent applicable: any multiemployer plan (Aas defined in Section 3(37) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsERISA).

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all All employee compensation, incentive, material domestic and foreign fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee commitments or other service providers who are natural persons arrangements or remuneration of any kind (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, “all "employee benefit plans” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) for the benefit of any active, former employee, director or consultant of Company ("EMPLOYEE"), deferred compensationany domestic subsidiary of Company or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Company within the meaning of Section 414 of the Code (a "PLAN AFFILIATE"), stock optionor with respect to which Company has or may in the future have liability, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change are listed in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements Section 2.11(a) of the Company Schedule (the “Company Plans”"PLANS"); provided, however, consulting agreements not material to the Company's business or operations are not listed on Schedule 2.11(a). Correct Company has made available to Parent correct and complete copies of the following all (i) documents embodying each Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoPlan; (Biv) all trust documentsInternal Revenue Service ("IRS") or United States Department of Labor ("DOL") determination, insurance Contracts opinion, notification and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofadvisory letters; (Cv) all material correspondence to or from any governmental agency relating to any Plan; (vi) all COBRA (as defined below) forms and related notices (or such forms and notices as required under comparable law); (vii) all discrimination tests for each Plan for the most recent three (3) plan years; (viii) the most recent annual report on IRS actuarial valuations, if any, prepared for each Plan; (“Internal Revenue Service”ix) Form 5500 and all schedules thereto and if the Plan is funded, the most recent actuarial reportannual and periodic accounting of Plan assets; (Dx) all material written agreements and contracts relating to each Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications to employees or former employees regarding in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability under any Plan or proposed Plan; (xii) all policies pertaining to fiduciary liability insurance covering the most recent IRS determination letterfiduciaries for each Plan; and (Exiii) summary plan descriptions all registration statements, annual reports (Form 11-K and summaries of material modificationsall attachments thereto) and prospectuses prepared in connection with any Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All employee compensation, incentive, retirement, welfare, fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), deferred compensationwhich are or have been maintained, stock optioncontributed to, stock purchaseor required to be contributed to, restricted stockby Pathlore or a Pathlore Affiliate for the benefit of any current or former employee, stock appreciation rights, other equity-based, incentive and bonus plansdirector or consultant of Pathlore or a Pathlore Affiliate (each a “Pathlore Employee”) who has any present or future rights to benefits, and employmentwith respect to which Pathlore or any Pathlore Affiliate has or may in the future have liability, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change are listed in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements Section 2.12(a) of the Pathlore Schedules (the “Company Pathlore Plans”). Correct As of the date hereof, Pathlore has provided or made available to SumTotal, as applicable: (i) correct and complete copies of the following all documents embodying each Pathlore Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Pathlore Plan; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Pathlore Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoPathlore Plan; (Biv) all trust documentsIRS determination, insurance Contracts opinion, notification and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofadvisory letters; (Cv) all material correspondence to or from any governmental agency relating to any Pathlore Plan; (vi) the most recent annual report on IRS discrimination tests for each Pathlore Plan, if applicable; (“Internal Revenue Service”vii) Form 5500 and all schedules thereto and the most recent actuarial reportvaluations, if any, prepared for each Pathlore Plan; (Dviii) if the Pathlore Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Pathlore Plan assets; and (Eix) summary plan descriptions and summaries of all communication to Pathlore Employees relating to any events which result in any material modifications.liability to Pathlore or any Pathlore Affiliate under Pathlore Plans. “

Employee Benefit Plans. Except as set forth in Exhibit E attached hereto, neither the Seller nor its parent corporation (ithe "Parent") Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plansmaintains or sponsors, programsnor are they required to make contributions to, Contractsany pension, commitmentsprofit-sharing, practicessavings, policies and arrangementsbonus, under which any current incentive or former directordeferred compensation, officerseverance pay, employee medical, life insurance, welfare or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” plan. All pension, profit-sharing, savings, bonus, incentive or deferred compensation, severance pay, medical, life insurance, welfare or other employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“hereinafter referred to as "ERISA”"), deferred compensationin which the employees of the Business participate (such plans and related trusts, stock optioninsurance and annuity contracts, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive funding media and bonus plansrelated agreements and arrangements being hereinafter referred to as the "Benefit Plans") comply with all requirements of the Department of Labor (the "DOL") and the Internal Revenue Service, and employmentwith all other applicable law, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control and neither the Seller nor the Parent has taken or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, failed to take any action with respect to each the Benefit Plans which might create any liability on the part of the Company Plans have been delivered Seller or made available the Purchaser. Each "fiduciary" (within the meaning of Section 3(21)(A) of ERISA) as to Purchaser by Company, each Benefit Plan has complied in all respects with the requirements of ERISA and all other applicable laws in respect of each such Benefit Plan. The Seller has furnished to the extent applicable: (A) any Company PlansPurchaser copies or accurate summaries of all Benefit Plans and all financial statements, together actuarial reports and annual reports and returns filed with the Internal Revenue Service with respect to such Benefit Plans for a period of three years prior to the date hereof. Such financial statements, actuarial reports and annual reports and returns are true and correct in all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangementsrespects, and all amendments thereto and none of the latest financial statements actuarial assumptions underlying such documents have changed since the respective dates thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.. In addition:

Employee Benefit Plans. (a) Section 4.9(a) to the Company Disclosure Schedule lists all Company Plans. With respect to each Company Plan, Company has made available to Parent a true, correct and complete copy of: (i) each writing constituting a part of such Company Plan, including without limitation all plan documents, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, include if any; (iii) the current summary plan description, if any; (iv) the most recent annual financial report, if any; and (v) the most recent determination letter from the Internal Revenue Service, if any. (b) Company has made available each favorable determination letter from the Internal Revenue Service with respect to each Company Plan that is intended to be a "qualified plan" within the meaning of Section 3.2(w)(i401(a) of the Code ("Qualified Company Plan") and, to the Knowledge of Company, there are no existing circumstances nor any events that have occurred that would be likely to adversely affect the qualified status of any Qualified Company Plan or the related trust. (c) All contributions required to be made to any Company Plan by Applicable Laws or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Company Plan, for any period through the date hereof have been timely made or paid in full and through the Closing Date will be timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof or the Closing Date, as applicable, have been or will be reflected in accordance with generally accepted accounting principles in the Company SEC Documents filed or to be filed with the Commission. (d) Company and its subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, the Code and all laws and regulations applicable to the Company Plans (except where the failure to do so would not have a Company Material Adverse Effect). There is not now, and, to the Knowledge of the Company, there are no existing circumstances that could give rise to, any requirement for the posting of security with respect to a Company Plan or the imposition of any material lien on the assets of Company or any of its subsidiaries under ERISA or the Code. (e) Except as set forth in Section 4.9(e) to the Company Disclosure Schedule, no Company Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, nor has Company or any of its subsidiaries or any of their respective ERISA Affiliates, at any time within the last five years before the date hereof, contributed to or been obligated to contribute to any employee pension benefit plan subject to Title IV of ERISA or Section 302 of ERISA or Section 412 of the Code. Except as set forth in Section 4.9(e) to the Company Disclosure Schedule, no Company Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA ("Multiemployer Plan") or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4001(a)(3) of ERISA ("Multiple Employer Plan"), nor has Company or any of its subsidiaries or any of their respective ERISA Affiliates, at any time within five years before the date hereof, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. (f) All Company Plans which are employee pension benefit plans, within the meaning of Section 3(2) of ERISA ("Pension Plans") have been funded, where required by applicable law, in compliance with the minimum funding standards of ERISA, and Company has not sought a waiver of the minimum funding standards under Code Section 412. (g) With respect to each Pension Plan which is not a Multiemployer Plan but which is subject to the provisions of Title IV of ERISA, to the Company's Knowledge, there exists no ground upon which the Pension Benefit Guaranty Corporation ("PBGC") would demand termination of such plan or appointment of itself or its nominee as trustee thereunder. A-12 18 (h) As of the Closing Date, except as set forth in Section 4.9(h) to the Company Disclosure Schedule, no liability to the PBGC has been incurred with respect to the Pension Plans other than premiums due and not yet payable. All premiums due and payable to the PBGC with respect to the Pension Plans have been paid in full. The PBGC has not instituted proceedings to terminate any of the Pension Plans. (i) No notice of a reportable event has been required to be filed with the PBGC under Section 4043 of ERISA and the regulations thereunder with respect to any of the Pension Plans, other than those waived, and except as set forth in Section 4.9(i) to the Company Disclosure Schedule, there has been no event described in Section 4062(e) of ERISA which would have a Company Material Adverse Effect. (j) Except as set forth in Section 4.9(j) to the Company Disclosure Schedule, none of the Pension Plans have been terminated or partially terminated nor have the contributions to any Pension Plans been discontinued, within the meaning of Section 411(d)(3) of the Code, nor, to the Knowledge of the Company, have there been any events with regard to such Pension Plans or their related funding instruments which constitutes grounds for such a termination, partial termination or discontinuance of contributions. (k) Except as set forth in Section 4.9(k) to the Company Disclosure Schedule, as of December 31, 1997, and using reasonable actuarial assumptions, the fair market value of assets for each Pension Plan which is subject to Title IV of ERISA (other than Multiemployer Plans) and which constitute a "single plan" (as defined in Treasury Regulation Section 1.414(l) -- 1(b)(1)) exceeds the present value of benefits on a projected benefit obligation basis. (l) Except as set forth in Section 4.9(l) to the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has incurred, within 5 years before the date hereof, any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan. (m) Neither Company nor any of its subsidiaries nor any of their respective ERISA Affiliates has engaged in any transaction described in Section 4204 of ERISA within six (6) years before the date hereof which would have a Company Material Adverse Effect. (n) Except as disclosed in Section 4.9(n) of the Company Disclosure Schedule, or in the Company SEC Documents filed with the Commission as of the date hereof, and except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, neither Company nor any of its subsidiaries has any liability for life, health, medical or other welfare benefits to former Employees or beneficiaries or dependents thereof which would have a Company Material Adverse Effect. Except as set forth in Section 4.9(n) to the Company Disclosure Schedule, each Company Plan disclosed in Section 4.9(a) of the Company Disclosure Schedule sets provides that it may be amended or terminated in accordance with its terms. (o) Except as set forth as in Section 4.9(o) of the date hereof a true Company's Disclosure Schedule, neither the execution and complete list delivery of all material domestic and foreign this Agreement nor the consummation of the transactions contemplated hereby will result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which to any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) Employee of Company or any of its Subsidiaries has any present subsidiaries. Without limiting the generality of the foregoing and except as set forth in Section 4.9(o) to the Company Disclosure Schedule, no amount paid or future right to benefits, that is maintained, sponsored or contributed to payable by Company or any of its Subsidiaries subsidiaries in connection with the transactions contemplated hereby either solely as a result thereof or as a result of such transactions in conjunction with any other events will be an "excess parachute payment" within the meaning of Section 280G of the Code. (p) There are no pending or, to the Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted against the Company Plans, any fiduciaries thereof with respect to their duties to the Company Plans or the assets of any of the trusts under any of the Company Plans which could reasonably be expected to result in any material liability of Company or any of its Subsidiaries has subsidiaries to the PBGC, the Department of Treasury, the Department of Labor or any obligation to maintain, sponsor or contribute, or with Multiemployer Plan. A-13 19 (q) With respect to each Company Plan which is an employee benefit plan under Section 3(3) of ERISA, no prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary duty has occurred which would be a material liability of Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within subsidiaries following the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”)Closing. Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.4.10

Employee Benefit Plans. (i) Section 3.2(w)(i) of Except as set forth in the Company Disclosure Schedule sets forth as of Schedule, the date hereof a true and complete list of all material domestic and foreign benefit and compensation plansCompany does not maintain or sponsor, programsor contribute to, Contractsany pension, commitmentsprofit-sharing, practicessavings, policies and arrangementsbonus, under which any current incentive or former directordeferred compensation, officerseverance pay, employee medical, life insurance, welfare or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” plan. All pension, profit-sharing, savings, bonus, incentive or deferred compensation, severance pay, medical, life insurance, welfare or other employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“hereinafter referred to as "ERISA”"), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive in which the Company's employees participate are hereinafter referred to as the "Benefit Plans". All Benefit Plans comply in all material respects with all requirements of the Department of Labor and bonus plansthe Internal Revenue Service, and employmentwith all other applicable laws and regulations and the constituent documents and terms of such Benefit Plans, consultingand the Company has not taken or failed to take any action with respect to the Benefit Plans which might create any liability on the part of the Company except for claims in the ordinary course for benefits with respect to the Benefit Plans and any requirements of the Company to contribute to a Benefit Plan as set forth in the terms and conditions of such Benefit Plan. True, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct correct and complete copies of the following documents, documents with respect to each of the Company Plans Benefit Plan have been delivered or made available by the Company to Purchaser by Company, to the extent applicableOS: (A) any Company Plansall documents constituting the Benefit Plan, together with all including but not limited to, trust agreements, plan documents, insurance policies and amendments and attachments thereto; , (B) all trust documents, insurance Contracts the most recent Forms 5500 or 5500 C/R and other documents establishing other funding arrangements, and all amendments any financial statements attached thereto and those for the latest financial statements thereofprior three (3) years; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial reportService determination letters; (D) the most recent IRS determination letterSummary Plan Description; and (E) summary plan descriptions all actuarial valuations for the three (3) years preceding the date of this Agreement; (F) all notices that have been given to the Company or such Benefit Plans within the three (3) years preceding the date of this Agreement by the IRS, Department of Labor, or any other governmental agency with respect to any Benefit Plan, and summaries (G) all employee manuals or handbooks containing personnel or employee relations policies of material modifications.the Company. No Benefit Plan contains any provision or is subject to any legal requirement that would prohibit the transactions contemplated by this Agreement or that would give rise to any vesting of benefits, severance, termination or other payments or liabilities as a result of the transactions contemplated by this Agreement. The Benefit Plans are not presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor or any other governmental agency. With respect to each Benefit Plan, there has occurred no "prohibited transaction" within the meaning of the Code or ERISA. In addition:

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.12 (a) of the Company Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic written and foreign benefit and compensation plansunwritten pension, programsretirement, Contractsprofit-sharing, commitmentsthrift, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)savings, deferred compensation, stock option, employee stock ownership, employee stock purchase, restricted stock, stock appreciation rightsseverance pay, retention, vacation, bonus or other equity-basedincentive plans, incentive all employment, change in control, consulting, severance and bonus retention agreements, all other written employee programs, arrangements or agreements, all medical, vision, dental, disability, life insurance, workers’ compensation, employee assistance or other health or welfare plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, all other employee benefit or fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance benefit plans, programsincluding “employee benefit plans” as that term is defined in Section 3(3) of ERISA, Contractscurrently adopted, commitmentsmaintained by, practicessponsored in whole or in part by, policies or contributed to by North Penn or any of its ERISA Affiliates for the benefit of employees, former employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries of North Penn and arrangements under which employees, former employees, retirees, dependents, spouses, directors, or other beneficiaries of North Penn are eligible to participate (collectively, the “Company North Penn Benefit Plans”). Correct North Penn has furnished or otherwise made available to Xxxxxxx true and complete copies of (i) the following documentsplan documents and summary plan descriptions for each written North Penn Benefit Plan, (ii) a summary of each unwritten North Penn Benefit Plan (if applicable), (iii) the annual report (Form 5500 series) for the three (3) most recent years for each North Penn Benefit Plan (if applicable), (iv) the actuarial valuation reports with respect to each of tax-qualified North Penn Benefit Plan that is a defined benefit plan for the Company Plans have been delivered or made available to Purchaser by Companythree (3) most recent years, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (Bv) all related trust documentsagreements, insurance Contracts and other documents establishing contracts or other funding arrangementsagreements which implement the North Penn Benefit Plans (if applicable), and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (Dvi) the most recent IRS determination letter; letter with respect to each tax-qualified North Penn Benefit Plan (or, for a North Penn Benefit Plan maintained under a pre-approved prototype or volume submitter plan, the IRS determination letter on such pre-approved plan) and (Evii) summary plan descriptions and summaries all substantive correspondence relating to any liability of material modificationsor non-compliance relating to any North Penn Benefit Plan addressed to or received from the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Entity within the past five (5) years.

Employee Benefit Plans. (a) Schedule 3.11(a) sets forth all material Employee Benefit Plans by name, including all amendments thereto, and identifies whether each Employee Benefit Plan is a Company Benefit Plan, a Seller Benefit Plan, or a Collective Bargaining Benefit Plan. No Company Benefit Plan is subject to the laws of a country other than the United States. Seller has made available to Buyer complete and correct copies of: (i) Section 3.2(w)(ithe most recent determination letter or opinion letter, if any, received by a Group Company from the IRS regarding each Qualified Plan, (ii) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation planspending applications for rulings, programs, Contracts, commitments, practices, policies and arrangements, under which any current determinations or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or opinions with respect to which any Company Benefit Plan or Qualified Plan, if any, filed with any Governmental Entity (including the Department of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within Labor and the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”IRS), deferred compensation(iii) all material correspondence to or from any Governmental Entity with respect to any Company Benefit Plan; (iv) the financial statements (if any) for each Company Benefit Plan for the two (2) most recent fiscal or Company Benefit Plan years for which such financial statements are available (in audited form if required by ERISA) and, stock optionwhere applicable, stock purchaseAnnual Report/Returns (Forms 5500) with disclosure schedules, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plansif any, and employmentattachments for each Company Benefit Plan for the two (2) most recent fiscal or Company Benefit Plan years for which such Annual Report/Return (Form 5500) is available, consulting(v) the most recently prepared actuarial valuation report for each Company Benefit Plan (including reports prepared for funding, terminationdeduction and financial accounting purposes), retentionif applicable, retirement(vi) all material Company Benefit Plan documents, post-retirementtrust agreements, tax gross-upinsurance contracts, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies service agreements and arrangements (the “Company Plans”). Correct related material contracts and complete copies of the following documents, with respect to each Company Benefit Plan (and, with respect to any material unwritten Company Benefit Plan, a written summary of the Company Plans have been delivered or made available to Purchaser by Companymaterial terms and conditions thereof), (vii) collective bargaining agreements (including memorandums of understanding and other side letter agreements), if any, relating to the extent applicable: (A) establishment, maintenance, funding and operation of any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangementsBenefit Plan, and all amendments thereto and the latest financial statements thereof; (Cviii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of each material modificationsSeller Benefit Plan. No Company Benefit Plan provides benefits for any employee of Seller or an Affiliate of Seller (other than a Group Company). No Seller Benefit Plan provides benefits solely to employees of the Group Companies.

Employee Benefit Plans. (i) Section 3.2(w)(i) of Except as set forth in SCHEDULE 3.17, neither the Company Disclosure Schedule sets forth nor any Plan Affiliate (as defined in SECTION 10.10 below) has maintained, sponsored, adopted, entered into, made contributions to or obligated itself to make contributions to or to pay any benefits or grant rights under or with respect to or made any commitments to create any employee benefit plan, program or arrangement for the benefit of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former directoremployee, officer, director or consultant of the Company or its predecessors (or any beneficiaries or dependents of such individuals) whether or not written or pursuant to a collective bargaining agreement, which has been in effect at any time since January 1, 1996 or which could give rise to or result in the Company or Buyer having any debt, liability, claim or obligation of any kind or nature, whether accrued, absolute, contingent, direct, indirect, known or unknown, perfected or inchoate or otherwise and whether or not due or to become due including, without limitation, any "employee pension benefit plan" (as defined in Section 3(2) of ERISA (as defined in SECTION 10.10 below)), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), "multi-employer plan" (as defined in Section 3(37) of ERISA), "employee benefit plan" (as defined in Section 3(3) of ERISA), plan of deferred compensation, medical plan, life insurance plan, disability plan, dental plan or other service providers who are natural persons plan providing, personnel policy (referred including but not limited to in vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including but not limited to stock options, restricted stock, phantom stock, stock bonus and deferred bonus plans), salary reduction agreement, change-of-control agreement, golden parachute, employment agreement, or consulting agreement or any other benefit program or contract (collectively, "EMPLOYEE BENEFIT PLANS"). True, correct and complete copies of all Employee Benefit Plans previously have been furnished to Buyer along with all applicable summary plan descriptions, material employee communications, annual reports for the two most recent years, the most recent annual and periodic accounting of plan assets, the most recent determination letter of the Internal Revenue Service and the most recent actuarial valuation relating thereto. Each Employee Benefit Plan (which, for purposes of this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries sentence and notwithstanding the reference to January 1, 1996 above, includes any such plan maintained, sponsored, adopted, contributed to or dependents) of obligated to by the Company or any Plan Affiliate within the last six years) has been maintained in all material respects in compliance with governing documents and agreements and with applicable laws, regulations, rules, ordinances, orders and other requirement of its Subsidiaries has any present or future right to benefitslaw. The Company and the Plan Affiliates have fulfilled all applicable obligations under the minimum funding standards of ERISA and the Code (as defined in Section 10.10 below), that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would have not incurred and will not incur any direct or indirect liability, including, but liability under Title IV of ERISA to the Pension Benefit Guaranty Corporation ("PBGC") and have not limited to, “employee benefit plans” incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA). None of the Employee Benefits Plans is a "Multi-employer Plan" within the meaning of Section 3(33(37) of ERISA or is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA and neither the Company nor any Plan Affiliate contributes to or has an obligation to contribute to, or has within the last six years contributed to or had an obligation to contribute to, a Multi-employer Plan. Each Employee Benefit Plan which is intended to be a tax qualified plan under Section 401(a) of the Employee Retirement Income Security Act Code has been since its inception so qualified and is the subject of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control a favorable determination or severance plans, programs, Contracts, commitments, practices, policies and arrangements (opinion letter from the “Company Plans”). Correct and complete copies of the following documents, Internal Revenue Service with respect to each such qualified status. No termination, cancellation, discontinuance or other fees are or would become payable as a result of the Company Plans termination or discontinuance of any group annuity contract maintained under any Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code. All voluntary employee benefit associations have been delivered submitted to and approved as exempt from federal income tax under Section 501(c)(9) of the Code by the Internal Revenue Service. With respect to each Employee Benefit Plan, there has occurred no transaction prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption is not currently in effect. The consummation of the transactions contemplated by this Agreement and the Merger Documents will not (either alone or in conjunction with another event, such as termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transactions contemplated by this Agreement and the Merger Documents or cause the acceleration of the time of payment or vesting of any award or entitlement under any Employee Benefit Plan. Each Employee Benefit Plan may be unilaterally terminated and/or amended by the Company at any time without damage or penalty. All contributions, insurance premiums, benefits and other payments to or under each Employee Benefit Plan with respect to all through the Closing have or will be made available prior to Purchaser by Companythe Closing or have been accrued on the Financial Statements or will be accrued on the Closing Date Financials, in each case in accordance with GAAP consistently applied. With respect to each Employee Benefit Plan, (i) the Company has no knowledge of any application, proceeding or other matter that is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (ii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to the extent applicable: (A) any Company PlansCompany's knowledge, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterthreatened; and (Eiii) summary to the knowledge of the Company, no facts exist which are likely to give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability or expense to the Company or the plan descriptions and summaries assets. Neither the Company nor any Plan Affiliate maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of material modificationstheir employment or other services.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of Except as set forth in the Company Disclosure Schedule sets forth as of Schedule, the date hereof a true and complete list of all material domestic and foreign benefit and compensation plansCompany does not maintain or sponsor, programsor contribute to, Contractsany pension, commitmentsprofit-sharing, practicessavings, policies and arrangementsbonus, under which any current incentive or former directordeferred compensation, officerseverance pay, employee medical, life insurance, welfare or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” plan. All pension, profit-sharing, savings, bonus, incentive or deferred compensation, severance pay, medical, life insurance, welfare or other employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“hereinafter referred to as "ERISA”"), deferred compensationin which the employees participate are hereinafter referred to as the "Benefit Plans." Except as set forth in the Company Disclosure Schedule, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive all Benefit Plans comply in all material respects with all requirements of the Department of Labor and bonus plansthe Internal Revenue Service, and employmentwith all other applicable laws and regulations and the constituents documents and terms of such Benefit Plans, consultingand the Company has not taken or failed to take any action with respect to the Benefit Plans which might create any liability on the part of the Company or Purchaser except for claims in the ordinary course for benefits with respect to the Benefit Plans and any requirements of the Company to contribute to a Benefit Plan as set forth in the terms and conditions of such Benefit Plan and claims which, terminationindividually or in the aggregate, retentionwould not create any material liability on the part of the Company or Purchaser. Except as set forth in the Company Disclosure Schedules, retirementtrue, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct correct and complete copies of the following documents, documents with respect to each of Benefit Plan have been made available by the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicablePurchaser: (A) any Company Plans, together with all amendments and attachments thereto; (Bi) all documents constituting the Benefit Plan, including but not limited to, trust agreements, plan documents, insurance Contracts policies and other documents establishing other funding arrangementsamendments thereto, (ii) the Forms 5500 or 5500 C/R and all amendments thereto and the latest any financial statements thereofattached thereto for the most recently completed year for which such forms have been filed; (Ciii) the Internal Revenue Service determination letters; (iv) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 Summary Plan Description and all schedules thereto and the most recent actuarial reportmodifications to such Summary Plan Description; (Dv) all material notices that have been given to the most recent IRS determination letterCompany or such Benefit Plans within the three (3) years preceding the date of this Agreement by the IRS, Department of Labor, or any other governmental agency with respect to any Benefit Plan; and (Evi) summary plan descriptions and summaries all employee manuals or handbooks containing personnel or employee relations policies of material modificationsthe Company. Except as set forth in the Company Disclosure Schedule, no Benefit Plan contains any provision or is subject to any Legal Requirement that would prohibit the transactions contemplated by this Agreement or that would give rise to any vesting of benefits, severance, termination or other payments or liabilities as a result of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, the Benefit Plans are not presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor or any other governmental agency. With respect to each Benefit Plan, there has occurred no "prohibited transaction" within the meaning of the Code or ERISA. The requirements of COBRA have been met with respect to each such Benefit Plan subject to COBRA.

Employee Benefit Plans. Neither VCB nor the Bank has (i) any liability, (ii) any funding deficiency, or (iii) any funding waivers outstanding or applied for to the Pension Benefit Guaranty Corporation or to the IRS with respect to any pension plan qualified under Section 3.2(w)(i401 of the Internal Revenue Code. The value of accrued vested benefits with respect to any such pension plan do not exceed the value of the total assets of such plan. All "Employee Benefit Plans," as defined in Section 3(3) of ERISA that cover one or more employees employed by either VCB or the Company Disclosure Schedule sets forth as Bank ("Employee Benefit Plans") comply in all material respects with ERISA and, where applicable, for tax-qualified or tax-favored treatment, with the Internal Revenue Code. Neither the Employee Benefit Plans nor any trustee or administrator thereof has engaged in a "prohibited transaction" within Section 406 of ERISA or, where applicable, Section 4975 of the date hereof Internal Revenue Code for which no exemption is applicable, nor have there been any "reportable events" within Section 4043 of ERISA which are required to be reported but were not timely reported. There is not and has not been any violation of the Consolidated Omnibus Budget Reconciliation Act of 1986. Neither VCB nor the Bank has contributed to, is not obligated to contribute to, and has not been a true sponsor of a multi-employer plan. VCB and the Bank have made available to Bancorp true, complete list and accurate copies (or, with respect to oral arrangements, accurate written summaries) of all material domestic pension, retirement, stock purchase, stock bonus, stock ownership, stock option, performance share, stock appreciation right, phantom stock, savings and foreign benefit profit-sharing plans; any employment, deferred compensation, incentive compensation, bonus, consulting and compensation group insurance contracts; any other incentive, welfare, life insurance, death or survivor's benefit, health insurance, sickness, disability, medical, surgical, hospital, severance, layoff and vacation plans, programscontracts or arrangements; and employee benefit plans or agreements sponsored, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored maintained or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within VCB and the meaning of Section 3(3) Bank for employees of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsBank.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with With respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “the employee benefit plans” within the meaning of , as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensationwhether written or oral, stock optionsponsored or otherwise maintained by Shelby County or SCSB; in which Shelby County, stock purchaseSCSB or either of the Subsidiaries participates as a participating employer; to which Shelby County, restricted stockSCSB or either of the Subsidiaries contributes; with respect to which Shelby County, stock appreciation rightsSCSB or either of the Subsidiaries acts as administrator, other equity-basedtrustee or fiduciary, incentive whether written or oral; and bonus plansincluding any such plans which have been terminated, merged into another plan, frozen or discontinued (collectively, the "Shelby County Plans"): (i) all such Shelby County Plans have, on a continuous basis since their adoption, been maintained in compliance in all materials respects with the requirements prescribed by all applicable statutes, orders and governmental rules or regulations, including, without limitation, ERISA, the Code, and employmentthe Department of Labor ("Department") and the Treasury Regulations promulgated thereunder; (ii) all Shelby County Plans intended to constitute tax-qualified plans under the Code have complied, consultingin form and in operation, terminationsince their adoption, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentsor, with respect to each form, have been timely amended to comply, in all material respects, with all applicable requirements of the Company Plans Code and the Treasury Regulations promulgated thereunder, and favorable determination letters with respect to the Tax Reform Act of 1986 have been delivered timely received from the Internal Revenue Service ("Service") with respect to each such Shelby County Plan stating that each, in its current form (or made available at the time of its disposition if it has been terminated, merged or discontinued), is qualified under and satisfies all applicable provisions of the Code and Treasury Regulations; (iii) no Shelby County Plan (or its related trust) holds any Shelby County Common Stock or any stock of a related or affiliated person or entity, except as provided in the Disclosure Schedule; (iv) neither Shelby County, SCSB nor either of the Subsidiaries has liability to Purchaser the Department or the Service with respect to any Shelby County Plan; (v) neither Shelby County, SCSB nor either of the Subsidiaries has engaged in any transaction that may subject Shelby County, SCSB, either of the Subsidiaries or any Shelby County Plan to a civil penalty imposed by CompanySection 502 of ERISA; (vi) no prohibited transaction (as defined in Section 406 of ERISA and as defined in Section 4975(c) of the Code) has occurred with respect to any Shelby County Plan; (vii) each Shelby County Plan subject to ERISA or intended to be qualified under Section 401(a) of the Code has been and, if applicable, is being operated in accordance with the applicable provisions of ERISA and the Code and the Department and Treasury Regulations promulgated thereunder; (viii) to the best of Shelby County's, SCSB's and the Subsidiaries' knowledge, no participant or beneficiary or non-participating employee has been denied any benefit due or to become due under any Shelby County Plan or has been misled as to his or her rights under any Shelby County Plan; (ix) all obligations required to be performed by Shelby County, SCSB or either of the Subsidiaries under any provision of a Shelby County Plan have been performed by it and it is not in default under or in violation of any provision of a Shelby County Plan; (x) no event has occurred which would constitute grounds for an enforcement action by any party under Part 5 of Title I of ERISA under any Shelby County Plan; (xi) there are no actions, suits, proceedings or claims pending (other than routine claims for benefits) or, to the extent applicable: (A) any Company Plansbest knowledge of Shelby County, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto SCSB and the latest financial statements thereof; (C) Subsidiaries, threatened against Shelby County, SCSB, either of the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and Subsidiaries, any Shelby County Plan or the most recent actuarial report; (D) the most recent IRS determination letterassets of any Shelby County Plan; and (Exii) summary plan descriptions with respect to any Shelby County Plan sponsored, participated in or contributed to by Shelby County, SCSB or either of the Subsidiaries or with respect to which Shelby County, SCSB or either of the Subsidiaries is responsible for complying with the reporting and summaries disclosure requirements of material modificationsERISA or the Code, there has been no violation of the reporting and disclosure requirements imposed either under ERISA or the Code for which a penalty has been or may be imposed.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of ValueVision has listed on the Company ValueVision Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of plans ("Employee Benefit Plans"), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred compensationbonus arrangement, stock optionany arrangement providing termination allowance, stock purchaseseverance or similar benefits, restricted stockany equity compensation plan, stock appreciation rights, other equity-based, incentive and bonus plansany deferred compensation plan, and employmentany compensation policy or practice ("Benefit Arrangements"), consulting(i) which are maintained, terminationcontributed to or required to be contributed to by ValueVision or any entity that, retentiontogether with ValueVision as of the relevant measuring date under ERISA, retirementis or was required to be treated as a single employer under Section 414 of the Code ("ValueVision ERISA Affiliate") or under which ValueVision or any ValueVision ERISA Affiliate may incur any liability, post-retirementand (ii) which cover the employees, tax gross-upformer employees, fringe benefit, relocation, vacation benefit, personal time-off, change in control directors or severance plans, programs, Contracts, commitments, practices, policies and arrangements former directors of ValueVision or any ValueVision ERISA Affiliate (the “Company "ValueVision Employee Plans”"). Correct (b) A true and complete copies copy of each written ValueVision Employee Plan that covers employees or former employees of ValueVision or any Subsidiary of ValueVision, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the following documentsbenefits under such ValueVision Employee Plan, has been delivered to National Media. In addition, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, such ValueVision Employee Plan to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documentsValueVision has delivered to National Media the most recently filed Federal Forms 5500, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS summary plan description (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) including any summaries of material modifications), the most recent IRS determination letter; , if applicable, the most recent actuarial report or valuation, if applicable, and (E) summary plan descriptions and summaries of all material modificationsemployee communications with respect to each such ValueVision Employee Plan.

Employee Benefit Plans. (a) With respect to each written Employee Benefit Plan, current, true and complete copies of each of the following are contained in the Data Room: (i) the plan document together with all amendments; (ii) where applicable, copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect; (iii) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Employee Benefit Plan; (iv) in the case of any Employee Benefit Plan that is intended to be qualified under Section 3.2(w)(i401(a) of the Company Disclosure Schedule sets forth as Code, a copy of the date hereof most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Employee Benefit Plan’s continued qualification; (v) in the case of any Employee Benefit Plan for which a true Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all corresponding schedules and complete list financial statements attached; (vi) actuarial valuations and reports related to any Employee Benefit Plans with respect to the two most recently completed plan years; (vii) the most recent non-discrimination tests performed under the Code; and (viii) copies of all material domestic and foreign benefit and compensation plansnotices, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee letters or other service providers who are natural persons correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Employee Benefit Plan. Except as set forth on Schedule 3.1.36, (referred i) the Company has no unwritten Employee Benefit Plans, and (ii) there have been no material promised improvements, increases or changes to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries the benefits provided under any Employee Benefit Plan or dependents) of promises to adopt new Employee Benefit Plans. There has been no amendment to, announcement by the Company or any of its Subsidiaries has Affiliates relating to, or change in employee participation or coverage under, any present Employee Benefit Plan or future right collective bargaining agreement that would increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis). Each Employee Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to benefits, that is maintained, sponsored or contributed to by Company the Purchaser or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, Affiliates other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change than ordinary administrative expenses typically incurred in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.a termination event

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Target's Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programscontracts, Contracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “"employee benefit plans” within the meaning of ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus planswelfare policies, and employmentcontracts, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies plans and arrangements and all trust agreements related thereto with respect to any present or former directors, officers or other employees of Target or Target Bank (hereinafter referred to collectively as the “Company Plans”"TARGET EMPLOYEE PLANS"). Correct Target has previously made available or delivered to Acquiror true and complete copies of each agreement, plan and other documents referenced in Target's Disclosure Letter. There has been no announcement or commitment by Target or Target Bank to create an additional Target Employee Plan, or to amend any Target Employee Plan, except for amendments required by applicable law which do not materially increase the following documents, with cost of such Target Employee Plan and except as contemplated by SECTION 4.11(H) hereof. With respect to each of the Company Plans have been delivered or Target Employee Plan, Target has previously made available to Purchaser by Company, to the extent applicable: Acquiror a true and correct copy of (A) any Company Plansthe annual report on the applicable form of the Form 5500 series filed with the Internal Revenue Service ("IRS") for the most recent three plan years, together with all amendments and attachments thereto; if required to be filed, (B) all trust documentssuch Target Employee Plan, insurance Contracts and other documents establishing other funding arrangementsincluding amendments thereto, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; each trust agreement, insurance contract or other funding arrangement relating to such Target Employee Plan, including amendments thereto, (D) the most recent IRS determination letter; summary plan description and summary of material modifications thereto for such Target Employee Plan, to the extent available, if the Target Employee Plan is subject to Title I of ERISA, (E) summary plan descriptions the most recent actuarial report or valuation if such Target Employee Plan is a Target Pension Plan (as defined below) and summaries of material modificationsany subsequent changes to the actuarial assumptions contained therein and (F) the most recent determination letter issued by the IRS if such Target Employee Plan is a Target Qualified Plan (as defined below).

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.11(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, each “employee benefit plansplan” within the meaning of (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, ) and each other equity-based, incentive and bonus plansretirement, and employmentprofit sharing, consultingbonus, terminationincentive, severance, separation, change in control, retention, retirementdeferred compensation, post-retirement, tax gross-up, material fringe benefit, relocationvacation, vacation benefit, personal time-paid time off, change medical, dental, life or disability plan, program, policy or arrangement that is maintained, sponsored or contributed to (or required to be contributed to) by the Company or any Company Subsidiary (each, but not including any Non U.S. Employee Benefit Plan, any “multiemployer plan” (as defined in control Section 3(37) of ERISA) or severance plansany plan or arrangement required to be maintained or contributed to by Law, programs, Contracts, commitments, practices, policies and arrangements an (the “Company PlansEmployee Benefit Plan”)). Correct and complete copies of the following documents, with With respect to each of Employee Benefit Plan, the Company Plans have been delivered or has made available to Purchaser by CompanyParent copies of, to as applicable, (i) the extent applicable: current plan document (A) any Company Plansincluding all amendments), together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS summary plan description provided to employees (“Internal Revenue Service”) Form 5500 as well as all amendments and all schedules thereto and the most recent actuarial report; modifications thereto), (Diii) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”), (iv) the two most recently filed Form 5500 annual reports with accompanying schedules and attachments, (v) all material records, notices and filings concerning IRS determination letteror U.S. Department of Labor audits or investigations relating to any Employee Benefit Plan for the previous three plan years, and (vi) the most recently prepared actuarial reports and financial statements, if any, relating to the Employee Benefit Plan. Except as set forth on Schedule 3.11(a), (x) each Employee Benefit Plan has been administered, funded and operated in compliance in all material respects with applicable Law and in accordance in all material respects with its terms; and (Ey) summary plan descriptions no Action is pending or, to the Knowledge of the Company, threatened with respect to any Employee Benefit Plan (other than routine claims for benefits payable in the ordinary course, and summaries appeals of material modificationsdenied claims).

Employee Benefit Plans. (ia) Section 3.2(w)(i3.12(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign "employee benefit and compensation plans" (as defined in Section 3(3) of ERISA including any "multiemployer pension plans" as defined in Section 3(37) of ERISA), employment contracts, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other employee benefit plans, programs, Contracts, commitments, practices, policies and programs or arrangements, including those providing medical, dental, vision, disability, life insurance (including any policy under which an employee of the Company or any of its Subsidiaries is named as insured, and as to which the Company or any of its Subsidiaries makes premium payments, whether or not the Company or any of its Subsidiaries is the owner, beneficiary or both, of such policy) and vacation benefits (other than those required to be maintained by law), whether written or unwritten, qualified or unqualified, funded or unfunded, foreign or domestic, currently maintained or contributed to, or required to be maintained or contributed to, by the Company, any Subsidiary or any ERISA Affiliate for the benefit of any current or former directoremployees, officer, employee officers or other service providers who are natural persons (referred directors of the Company or any of its Subsidiaries or with respect to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of which the Company or any of its Subsidiaries has any present or future right to benefitsliability (collectively, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or the "Benefit Plans"). As applicable with respect to which each Benefit Plan, the Company or any of its Subsidiaries would incur any direct or indirect liabilityhas made available to Parent, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct true and complete copies of the following documents(i) each Benefit Plan, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with including all amendments thereto, and attachments thereto; in the case of an unwritten Benefit Plan, a written description thereof, (Bii) all trust documents, investment management contracts, custodial agreements and insurance Contracts and other documents establishing other funding arrangementscontracts relating thereto, and all amendments thereto and the latest financial statements thereof; (Ciii) the current summary plan description and each summary of material modifications thereto, (iv) the three most recent annual report on IRS reports (“Internal Revenue Service”) Form 5500 and all schedules thereto and thereto) filed with the most recent actuarial report; Internal Revenue Service (D"IRS"), (v) the most recent IRS determination letter and each currently pending application to the IRS for a determination letter; , (vi) the three most recent summary annual reports, financial statements and trustee reports, and (Evii) summary all records, notices and filings concerning IRS or Department of Labor audits or investigations, "prohibited transactions" within the meaning of Section 406 of ERISA or Section 4975 of the Code and "reportable events" within the meaning of Section 4043 of ERISA. Neither the Company nor any ERISA Affiliate has ever maintained, contributed to or ever had any liability (whether direct, indirect, contingent or otherwise) with respect to any plan descriptions and summaries which is or has been subject to Title IV of material modifications.ERISA (including any "multiemployer pension plans" as defined in Section 3(37) of ERISA. "

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Except for oral employment agreements terminable at will, Schedule sets forth as of the date hereof 3.20 contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, "employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee pension benefit plans” within the meaning of " (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Company Pension Plans"), deferred compensation"employee welfare benefit plans" (as defined in Section 3(l) of ERISA, hereinafter a "Company Welfare Plan"), stock option, stock purchase, restricted stockincentive, stock appreciation rightsbonus, other equity-baseddeferred compensation plans or arrangements, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-offvacation, change in control control, stay-on bonus plans or severance plansarrangements, programsand other material employee compensation and fringe benefit plans or agreements, Contractsmaintained, commitmentscontributed to, practicesor pursuant to which the Company or any of the Subsidiaries has or may have any liability, policies and arrangements whether or not heretofore terminated (all the “foregoing being herein called "Company Benefit Plans”"). Correct The Company has delivered to IES an accurate list (which is set forth on Schedule 3.20) showing all officers and directors of the Company, listing all employment agreements with such officers and directors of the Company, listing all employment agreements with such officers and directors and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) December 31, 1997 and (ii) the date hereof. The Company has provided to IES true, complete and correct copies of the following documentsany written employment agreements for persons listed on Schedule 3.20. Since December 31, with respect to each of the Company Plans 1997, except as disclosed on Schedule 3.20, there have been delivered no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. The Company has made available to Purchaser by CompanyIES true, to complete, and correct copies of (1) each Company Benefit Plan and any subsequently adopted amendments thereto (or, in the extent applicable: (A) any case of unwritten Company Benefit Plans, together with all amendments and attachments thereto; descriptions thereof), (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C2) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; filed with respect to each Company Benefit Plan (Dif any such report was required), (3) the most recent IRS determination letter; and (E) summary plan descriptions and description for each Company Benefit Plan for which such a summary plan description is required (with all summaries of material modificationsmodifications provided after the most recent summary plan description was distributed), (4) each trust agreement, group annuity contract and service agreement relating to any Company Benefit Plan and (5) each favorable determination letter from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof a true 5.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 5.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 5.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholder; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Plans does not currently have been delivered (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), together with all amendments and attachments thereto; nor has any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and the latest financial statements Sections 4201, 4202, 4203, 4204, or 4205 thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.been incurred by any Plan. Further:

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Except as set forth in Schedule sets forth as of the date hereof 2.17A, neither Seller nor any Seller Subsidiary is a true and complete list of all material domestic and foreign benefit and compensation plansparty to any existing employment, programsmanagement, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)consulting, deferred compensation, change-in-control or other similar contract. Schedule 2.17A lists all pension, retirement, supplemental retirement, savings, profit sharing, stock option, stock purchase, restricted stockstock ownership, stock appreciation rightsright, deferred compensation, consulting, bonus, medical, disability, workers' compensation, vacation, group insurance, severance and other equity-basedmaterial employee benefit, incentive and bonus planswelfare policies, contracts, plans and arrangements, and employmentall trust agreements related thereto, consultingmaintained (currently or at any time in the last five years) by or contributed to by Seller or any Seller Subsidiary in respect of any of the present or former directors, terminationofficers, retentionor other employees of and/or consultants to Seller or any Seller Subsidiary (collectively, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company "Seller Employee Plans”"). Correct Seller has furnished or made available to Buyer the following documents with respect to each Seller Employee Plan: (i) a true and complete copy of all written documents comprising such Seller Employee Plan (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of the Seller Employee Plan; (ii) the most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination letter, if any. Without limiting the generality of the foregoing, Seller has furnished or made available to Buyer true and complete copies of each form of stock option grant or stock option agreement that is outstanding under any stock option plan of Seller or any Seller Subsidiary. All Seller Employee Plans have been maintained and operated materially in accordance with their terms and with the following documentsmaterial requirements of all applicable statutes, with orders, rules and final regulations, including without limitation ERISA and the Internal Revenue Code. All contributions required to be made to Seller Employee Plans have been made. With respect to each of the Company Seller Employee Plans have which is a pension plan (as defined in Section 3(2) of ERISA) (the "Pension Plans"): (i) each Pension Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code has been delivered or made available determined to Purchaser be so qualified by Companythe Internal Revenue Service and, to the extent applicable: (Aknowledge of Seller, such determination letter may still be relied upon, except as disclosed in Schedule 2.17A, and each related trust is exempt from taxation under Section 501(a) any Company Plans, together with all amendments and attachments theretoof the Internal Revenue Code; (Bii) the present value of all trust documents, insurance Contracts and other documents establishing other funding arrangements, benefits vested and all amendments thereto and benefits accrued under each Pension Plan which is subject to Title IV of ERISA, valued using the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and assumptions in the most recent actuarial report, did not, in each case, as of the last applicable annual valuation date, exceed the value of the assets of the Pension Plan allocable to such vested or accrued benefits; (Diii) to the most recent IRS determination letterbest knowledge of Seller, there has been no "prohibited transaction," as such term is defined in Section 4975 of the Internal Revenue Code or Section 406 of ERISA, which could subject any Pension Plan or associated trust, or the Seller or any Seller Subsidiary, to any material tax or penalty; (iv) except as set forth on Schedule 2.17C, no Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" with respect to any Pension Plan, as that term is defined in Section 4043 of ERISA on or after January 1, 1985; and (Ev) summary plan descriptions and summaries no Pension Plan or any trust created thereunder has incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA (whether or not waived), except as disclosed in Schedule 2.17A. No Pension Plan is a "multiemployer plan" as that term is defined in Section 3(37) of ERISA. Seller has no Pension Plan that is described in Section 4063(a) of ERISA (a "Multiple Employer Plan"). Except as disclosed in Schedule 2.17D, neither Seller nor any Seller Subsidiary has any liability for any post-retirement health, medical or similar benefit of any kind whatsoever, except as required by statute or regulation. Neither Seller nor any Seller Subsidiary has any material modificationsliability under ERISA or the Internal Revenue Code as a result of its being a member of a group described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code. Except as set forth on Schedule 2.17F, neither the execution nor delivery of this Agreement, nor the consummation of any of the transactions contemplated hereby, will (i) result in any material payment (including without limitation severance, unemployment compensation or golden parachute payment) becoming due to any director or employee of Seller or any Seller Subsidiary from any of such entities, (ii) materially increase any benefit otherwise payable under any of the Seller Employee Plans or (iii) result in the acceleration of the time of payment of any such benefit. Except as set forth in Schedule 2.17F, no holder of an option to acquire stock of Seller has or will have at any time through the Effective Time the right to receive any cash or other payment (other than the issuance of stock of Seller) in exchange for or with respect to all or any portion of such option. Seller shall use its best efforts to insure that no amounts paid or payable by Seller, Seller Subsidiaries or Buyer to or with respect to any employee or former employee of Seller or any Seller Subsidiary will fail to be deductible for federal income tax purposes by reason of Section 280G of the Internal Revenue Code. No Seller Stock Option has an associated "additional option right" or similar "re-load" feature.

Employee Benefit Plans. (i) Section 3.2(w)(iSchedule ARTICLE III(v) of the Company Seller Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “each "employee benefit plans” plan" (within the meaning of Section 3(3) of ERISA), stock purchase, stock option or other stock-related rights, severance, employment, change-in-control, fringe benefit, savings or thrift benefits, vacation benefits, cafeteria plan benefits, life, health, medical, or accident benefits (including any "voluntary employees' beneficiary association" as defined in Section 501(c)(9) of the Employee Retirement Income Security Act of 1974Code providing for the same or other benefits), as amended employee assistance program, disability or sick leave benefits, worker's compensation, supplemental unemployment benefits, insurance coverage (“ERISA”including any self-insured arrangements), post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), collective bargaining, bonus, incentive, deferred compensation, stock optionprofit sharing, stock purchase, restricted stock, stock appreciation rights, and all other equity-based, incentive and bonus employee benefit plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies or other arrangements, whether or not subject to ERISA and arrangements whether written or unwritten (the “Company collectively referred to as "Plans”"). Correct and complete copies , under which any employee former employee, or consultant of the following documentsCompany has any present or future right to benefits or which is entered into, sponsored, maintained, contributed to or required to be contributed to, as the case may be, by the Company or any ERISA Affiliate or under which the Company or any ERISA Affiliate has any present or future liability. To the extent the Company sponsors, maintains, contributes to, is required to contribute to, or has any liability with respect to any such Plans, the same shall be collectively referred to as the "Company Plans." With respect to each of Company Plan, the Company Plans Purchasers have been delivered or made available furnished access to Purchaser by Companya current and complete copy (or, to the extent no such copy exists, a description) thereof and all amendments thereto, and, to the extent applicable: (Ai) any Company Plansrelated trust agreement, together with all amendments and attachments theretoannuity contract, or other funding instrument; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (Dii) the most recent IRS determination letter, if applicable; (iii) any summary plan description or other written description or interpretation thereof; (iv) for the three most recent plan years (a) the Form 5500 and attached schedules, (b) audited financial statements, (c) actuarial valuation reports and (d) attorneys' responses to any auditor's request for information; (v) any correspondence and other materials submitted to or received from the IRS or Department of Labor in connection with any correction program with respect to the Company Plans; and (Evi) summary all contracts and other service agreements with any third party administrators in connection with the Company Plans. Each Company Plan has been established, maintained, and administered in accordance with its terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable Laws; (ii) each Company Plan which is intended to be qualified within the meaning of Section 401(a) of the Code (and each related trust agreement, annuity contract, or other funding instrument) is so qualified and has received a favorable determination letter from the IRS as to its qualification, and nothing has occurred, whether by action or failure to act, that would cause the loss of such qualification; (iii) for each Company Plan that is a "welfare plan" within the meaning of Section 3(1) of ERISA, neither the Company nor any ERISA Affiliate has or will have any liability or obligation under any plan descriptions which provides medical, death or other welfare benefits with respect to current or former employees of the Company beyond their termination of employment (other than coverage mandated by Law) and summaries no condition exists which would prevent the Company from amending or terminating any such welfare plan; (iv) to the Knowledge of the Company, no event has occurred with respect to any Company Plan that would subject the Company to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Laws; (v) to the Knowledge of the Company, no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code, other than any such transaction which is subject to an administrative or statutory exemption) has occurred with respect to any Company Plan; (vi) to the Knowledge of the Company, neither the Company nor any plan fiduciary of any Company Plan subject to ERISA has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA; and (vii) each Company Plan which is a "group health plan" as defined in Section 607(1) of ERISA has been operated in compliance with the provisions of Part 6 of Title I, Subtitle B of ERISA and Section 4980B of the Code, as well as with the provisions of any similar state law, at all times. Except as set forth on Schedule ARTICLE III(y) of the Seller Disclosure Schedule, neither the Company nor any ERISA Affiliate has ever (i) maintained, contributed to, or been obligated to contribute to any plan which is subject to Title IV or ERISA or the minimum funding requirements of Section 412 of the Code or (ii) contributed to, been obligated to contribute to, or incurred any liability to a Multiemployer Plan as defined in Section 3(37) of ERISA. Except as set forth on Schedule ARTICLE III(z) of the Seller Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee of the Company to severance pay or to accelerate the time of payment or vesting of compensation or benefits under, increase the amount payable or trigger any other material modificationsobligation pursuant to, any Company Plan or other agreement with such employee. All contributions (including all employer contributions and employee salary reduction contributions) required by each Company Plan or by any applicable Law or agreement to have been made under any Company Plan to any fund, trust, or account established thereunder or in connection therewith have been made by the due date thereof, or the deadline for making such contribution has not yet passed. None of the Company Plans are "multiple employer welfare arrangements" within the meaning of Section 3(40) of ERISA. With respect to any of the Company Plans which are self-insured welfare benefit plans, no claims have been made pursuant to any such plans that have not been paid (other than claims which have not yet been paid but are in the normal course of processing) and no individual has incurred injury, sickness or other medical condition with respect to which claims may be made pursuant to any such plans where the liability could in the aggregate with respect to each such individual exceed $25,000 per year. There is no Litigation pending or, to the Knowledge of the Company, threatened alleging any breach of the terms of any Company Plan or of any fiduciary duties thereunder or violation of any applicable Law with respect to any Company Plan, nor to the Knowledge of the Company, any arbitration, proceeding or investigation. To the Knowledge of the Company, neither the Company nor any ERISA Affiliate nor any of their respective directors, officers, employees or other fiduciaries (as such term is defined in Section 3(21) of ERISA) has any liability for failure to comply with ERISA or the Code for any action or failure to act in connection with the administration or investment of any Company Plan. The Company has not announced any plan or legally binding commitment to create any additional Company Plans or to amend or modify any existing Company Plan, except to the extent such amendment is made to reflect the requirements of applicable Law. No event has occurred in connection with which the Company or any ERISA Affiliate or any Company Plan, directly or indirectly, could be subject to any material liability (a) under any statute, regulation or governmental order relating to any Company Plans or (b) pursuant to any obligation of the Company to indemnify any person against material liability incurred under any such statute, regulation or order as they relate to the Company Plans. Except as set forth on Schedule ARTICLE III(ff) of the Seller Disclosure Schedule, no event has occurred in connection with which the Company or any Company Plan could be subject to any material liability with respect to any Plan maintained by an ERISA Affiliate.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof 5.22 is a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with a list of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 5.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each of such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are listed on Schedule 5.22. To the Company extent that any Qualified Plans have not been delivered or made available amended to Purchaser by Companycomply with applicable law, to the extent applicable: (A) any Company Plans, together with all amendments remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and attachments thereto; (B) all trust documents, insurance Contracts will not expire within 120 days after the Closing Date. All reports and other documents establishing other required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholders; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding arrangementsdeficiency, as defined in Section 412(a) of the Code and all amendments thereto Section 302(1) of ERISA; and the latest financial statements thereof; Company does not currently have (Cnor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability) to the most recent annual report on IRS Pension Benefit Guaranty Corporation (“"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterService for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (Eas defined in ERISA Section 4001(a)(14)) summary plan descriptions and summaries currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of material modifications.assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further:

Employee Benefit Plans. (i) A. Section 3.2(w)(i) 4.20 of the Company Stockholders’ Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic (i) each “employee pension benefit plan” as defined in Section 3(2) of ERISA, (ii) each “employee welfare benefit plan” as defined in Section 3(1) of ERISA and foreign benefit and compensation plans(iii) each employment consulting, programsengagement, Contractsretainer or golden parachute agreement or arrangement, commitments, practices, policies and arrangements, under which any current or former director, officer, employee employment bonus or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred incentive compensation, stock option, stock purchase, stock or other equity related award, restricted stock, stock appreciation rightsphantom stock, other equitydeferred compensation, profit-basedsharing, incentive and bonus plansseverance pay, and employment, consulting, terminationchange in control, retention, retirementsalary continuation, post-retirement, tax gross-up, fringe benefit, relocationsick leave, vacation benefitpay, personal time-leave of absence, paid time off, change loan, educational assistance, legal assistance and other material fringe benefit plan, program, agreement or arrangement, in control each case which is sponsored, maintained or severance planscontributed to by the Company or any ERISA Affiliate, programsor under which Company, Contractsany Subsidiary or any ERISA Affiliate otherwise has liability, commitmentsfor the benefit of any current or former employee or director of the Company (and any eligible dependent and beneficiary thereof) (collectively, practices, policies and arrangements (the “Company Employee Benefit Plans”). Correct Except as set forth on Section 4.20A of the Stockholders’ Disclosure Schedule, neither Greater Homes nor any Subsidiary has outstanding or is a party to or subject to any liability under any agreement, arrangement, plan or policy subject to or entitled to grandfathered treatment under Code Section 409A and the regulations and other guidance issued thereunder. With respect to each Employee Benefit Plan, complete and accurate copies of the following documentsdocuments (if applicable), with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicableor its counsel: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ci) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 plan document constituting the Employee Benefit Plan and all schedules thereto amendments thereto, and the most recent actuarial report; any related trust documents, (Dii) the most recent IRS determination letter; and (E) summary plan descriptions description and all related summaries of material modifications, (iii) the Form 5500 and attached schedules filed with the Internal Revenue Service for the past three plan years, (iv) the financial statements and actuarial valuations for the past three fiscal years (including Financial Accounting Standards Board report nos. 87, 106 and 112), (v) the most recent Internal Revenue Service determination letter and (vi) all trust agreements, plan contracts with service providers or with insurers providing benefits to participants or liability insurance for fiduciaries or bonding. The Company has no unwritten or undocumented Employee Benefit Plans.

Employee Benefit Plans. (a) Schedule 3.11(a) of the Disclosure Schedule lists all “employee benefit plans,” as defined in Section 3(3) of ERISA, and each other employment, consulting, bonus or other incentive compensation, salary continuation arrangement of other compensatory agreement or arrangement (i) Section 3.2(w)(i) of that is currently, or has been at any time in the two prior calendar years, maintained, administered, contributed to or required to be contributed to by the Company Disclosure Schedule sets forth as of or any Subsidiary, (ii) to which the date hereof Company or any Subsidiary is a true and complete list of all material domestic and foreign benefit and compensation plansparty or has any liability, programs, Contracts, commitments, practices, policies and arrangements, under which or (iii) that covers any current or former officer, director, officer, employee or other service providers who are natural persons independent contractor (referred to in this Section 3.2(w) as “independent contractors”) (and/or or any of their respective beneficiaries or dependents) of Company the Company, any Subsidiary or any of its Subsidiaries has any present or future right to benefitsERISA Affiliate (collectively, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Benefit Plans”). Correct The Company has made available to Purchaser (i) accurate and complete copies Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 of all Company Benefit Plan documents currently in effect or at any time in effect in the two prior calendar years (and, in the absence of such documents, written descriptions) and all other material documents relating thereto, including (if applicable) all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instruments, and summary plan descriptions relating to said Company Benefit Plans, (ii) accurate and complete copies of the following documents, most recent financial statements and actuarial reports with respect to each of the all Company Benefit Plans for which financial statements or actuarial reports are required or have been delivered or prepared, and (iii) accurate and complete copies of all annual reports and summary annual reports for all Company Benefit Plans (for which annual reports are required) prepared for the two most recent plan years. The Company has also made available to Purchaser by complete copies of other current and material plan summaries, employee booklets, personnel manuals and other material documents or written materials (apart from routine forms and correspondence related to the Company Benefit Plans) concerning the Company Benefit Plans that are in possession of the Company, any Subsidiary or any ERISA Affiliate as of the date hereof. Except as provided in Schedule 3.11(a) of the Disclosure Schedule, neither the Company nor any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to any “defined benefit plan” as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to contribute to any “multiemployer plan” (as defined in Section 3(37) of ERISA), or to any multiple employer plan within the extent applicable: meaning of ERISA Section 210 or Code Section 413(c), or any “multiple employer welfare arrangement” (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsas defined in ERISA Section 3(40)).

Employee Benefit Plans. (i) Section 3.2(w)(iSchedule 5.2(n)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of lists all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practicescontracts, policies and arrangementsor arrangements that are maintained, under sponsored, or contributed to by CFB or any of its Subsidiaries or with respect to which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company CFB or any of its Subsidiaries has or may have any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-stock based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies and or other arrangements (each, a “CFB Benefit Plan”, and collectively, the “Company CFB Benefit Plans”). Correct CFB has previously made available to FFI true and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) all CFB Benefit Plans including, but not limited to, any Company Plans, together with trust instruments and insurance contracts forming a part of any CFB Benefit Plans and all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“Internal Revenue ServiceIRS”) Form 5500 or Department of Labor (the “DOL”), as applicable, and all schedules thereto any financial statements and opinions required by Sections 103(a)(3) and 103(e) of ERISA with respect to each CFB Benefit Plan; (C) for each CFB Benefit Plan which is a “top-hat” plan, a copy of filings with the most recent actuarial reportDOL; (D) the most recent determination letter issued by the IRS determination letter(or, in the case of a CFB Benefit Plan maintained pursuant to the adoption of a prototype or volume submitter document a copy of an opinion or notification letter issued by the IRS to the sponsor of the prototype or volume submitter document upon which CFB is entitled to rely stating that the form of the prototype or volume submitter plan document is acceptable for the establishment of a qualified retirement plan), for each CFB Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each CFB Benefit Plan; (F) the most recent actuarial report, if any relating to each CFB Benefit Plan; (G) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; and (EH) the most recent summary plan descriptions annual report for each CFB Benefit Plan required to provide summary annual reports by Section 104 of ERISA. Schedule 5.2(n)(i) sets forth for each CFB Benefit Plan, (1) a brief summary of the CFB Benefit Plan, (2) each participant in the CFB Benefit Plan and summaries of material modifications(3) the amounts paid or to be paid, or accrued or to be accrued by CFB in connection with this Agreement and the transactions contemplated herein under each CFB Benefit Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i4.11(a) of the Company Disclosure Schedule Letter sets forth as of the date hereof a true and complete list or description of all material domestic each employee welfare benefit plan and foreign employee pension benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred Sections 3(1) and 3(2), each other compensation, consulting, employment agreement, each stock option, stock purchase, restricted stock, stock appreciation rightsright, other equity-stock based, life, health, disability or other insurance or benefit, bonus, deferred or incentive and bonus planscompensation, and employmentseverance or separation, consulting, termination, retentionprofit sharing, retirement, post-retirementor other employee benefit plan, tax gross-uppractice, fringe benefitpolicy or arrangement of any kind (whether oral or written, relocationqualified or nonqualified, vacation benefitfunded or unfunded, personal time-offand including any that have been frozen or terminated) covering current or former employees, change in control directors, officers, individual consultants, workers or severance plansindependent contractors of the Company which the Company maintains or is required to contribute to or for which the Company has any actual or contingent liability (including due to a Company ERISA Affiliate (as defined below)) as of the date of this Agreement (collectively, programs, Contracts, commitments, practices, policies the “Company Benefit Plans”) and arrangements separately identifies each Company Benefit Plan that is sponsored or maintained by Paychex Inc. (the “PEO” and each such Company PlansBenefit Plan, a “PEO Plan”). Correct and complete copies of the following documents, with respect to each Copies of the Company Plans Benefit Plan documents (and, if applicable, related trust or funding agreements, insurance policies and service provider agreements) and all amendments not already incorporated thereto and written descriptions if not reduced to a written document, have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, Parent together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and including, if applicable, all schedules thereto and thereto) required to be filed, the most recent actuarial report; (D) summary plan description, the most recent IRS determination letter; letter or opinion letter issued with respect to any Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code, and (E) summary plan descriptions in respect of any Company Benefit Plan all non-routine correspondence and summaries of material modificationsdocuments filed with any Governmental Entity in the last three years.

Employee Benefit Plans. (i) Section 3.2(w)(i) of Except as set forth in SCHEDULE 3.17, neither the Company Disclosure Schedule sets forth nor any Plan Affiliate (as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to defined in this Section 3.2(wSECTION 10.10 below) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored sponsored, adopted, made contributions to or contributed obligated itself to by Company make contributions to or to pay any of its Subsidiaries benefits or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, grant rights under or with respect to which Company or made any commitments to create any "employee pension benefit plan" (as defined in Section 3(2) of its Subsidiaries would incur any direct or indirect liabilityERISA (as defined in SECTION 10.10 below)), including"employee welfare benefit plan" (as defined in Section 3(1) of ERISA), but not limited to, “"employee benefit plans” within the meaning of plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), plan of deferred compensation, medical plan, life insurance plan, disability plan, dental plan or other plan providing for the welfare of any of the Company's or any Plan Affiliate's employees or former employees or beneficiaries thereof, personnel policy (including but not limited to vacation time, holiday pay, bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including but not limited to stock option, stock purchaseoptions, restricted stock, phantom stock, stock appreciation rights, other equity-based, incentive bonus and deferred bonus plans), and employmentsalary reduction agreement, consultingchange-of-control agreement, terminationgolden parachute, retentionemployment agreement, retirement, post-retirement, tax gross-up, fringe consulting agreement or any other benefit, relocationprogram or contract (collectively, vacation benefit"EMPLOYEE BENEFIT PLANS"), personal time-offwhether or not written or pursuant to a collective bargaining agreement, change which is currently in control effect or severance planswhich could give rise to or result in the Company or TMP having any material debt, programsliability, Contractsclaim or obligation of any kind or nature, commitmentswhether accrued, practicesabsolute, policies contingent, direct, indirect, known or unknown, perfected or inchoate or otherwise and arrangements (the “Company Plans”)whether or not due or to become due. Correct True, correct and complete copies of all Employee Benefit Plans previously have been furnished to TMP along with all applicable summary plan descriptions, material employee communications, the following documentsannual reports for the two most recent years, with respect to each the annual and periodic accounting of plan assets, most recent determination letter of the Company Plans have been delivered or made available to Purchaser by CompanyIRS, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial reportvaluation relating thereto, if any. The Employee Benefit Plans have been maintained in all material respects in compliance with governing documents and agreements and with applicable laws, regulations, rules, ordinances, orders and other requirements of law. None of the Employee Benefits Plans (which for the purposes of this sentence includes any such plan maintained, sponsored, adopted, contributed to or obligated to (in any way directly or indirectly) by the Company or any Plan Affiliate (or their predecessors) is or was subject to Title IV of ERISA or Section 412 of the Code, or is or was a "multi-employer plan" (as defined in Section 3(37) of ERISA). Each Employee Benefit Plan which is intended to be a tax qualified plan under Section 401(a) of the Code has been qualified since its inception and has been determined to be "qualified" within the meaning of such section by the Internal Revenue Service. No employee benefit plan is funded through a voluntary employee benefit association. There has occurred no transaction prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code and with respect to which a prohibited transaction exemption is not currently in effect. Except as set forth on SCHEDULE 3.17, the consummation of the transactions contemplated by this Agreement and the Transaction Documents will not (either alone or in conjunction with another event, such as termination of employment or other services) entitle any employee or other person to receive severance or other compensation which would not otherwise be payable absent the consummation of the transactions contemplated by this Agreement and the Transaction Documents or cause the acceleration of the time of payment or vesting of any award or entitlement under any Employee Benefit Plan. Each Employee Benefit Plan may be unilaterally terminated and/or amended by the Company, at any time without damage or penalty. All contributions, insurance premiums, benefits and other payments made to or under each Employee Benefit Plan relating to all periods prior to the Closing have been timely made in accordance with the governing documents and applicable law or fully accrued on the Company's financial statements. With respect to each Employee Benefit Plan, (i) no application, proceeding or other matter is pending before the Internal Revenue Service, the Department of Labor or any other governmental agency; (Dii) no action, suit, proceeding or claim (other than routine claims for benefits) is pending or, to the most recent IRS determination letterCompany's knowledge, threatened; and (Eiii) summary to the knowledge of the Company, no facts exist which could give rise to an action, suit, proceeding or claim which, if asserted, could result in a material liability or expense to the Company or the plan descriptions and summaries assets. Neither the Company nor any Plan Affiliate maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees or other personnel beyond the termination of material modificationstheir employment or other services (except as may be required by Code Section 4980B). Except as disclosed on SCHEDULE 3.17, no amount payable under any Employee Benefit Plan will fail to be deductible by virtue of Section 162 or 280G of the Code.

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.11(a) of the Company Disclosure Schedule sets forth as of the date hereof a true complete and complete accurate list of all material domestic and foreign benefit and compensation plansEmployee Plans that any Acquired Company or any ERISA Affiliate of any Acquired Company sponsors or maintains, programsor to which any Acquired Company or ERISA Affiliate of any Acquired Company contributes or is obligated to contribute, Contracts, commitments, practices, policies and arrangements, or under which any Acquired Company or any ERISA Affiliate of any Acquired Company has or may have any Liability, or which benefits any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) Service Provider of any Acquired Company or any ERISA Affiliate of its Subsidiaries has any present Acquired Company (or future right to benefitsthe beneficiaries or dependents or domestic partners of any such Person) (each, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the a “Company PlansBenefits Plan”). Correct With respect to each Company Benefits Plan, the Company has made available to Buyer true and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicablefollowing: (Ai) any Company Plansif the plan has been reduced to writing, the plan document together with all amendments and attachments thereto; , (Bii) if the plan has not been reduced to writing, a written summary of all material plan terms, (iii) if applicable, the most recent trust documentsagreements, custodial agreements, insurance Contracts policies or Contracts, administrative agreements and other documents establishing other funding arrangementssimilar agreements, and investment management or investment advisory agreements, fidelity bond, fiduciary liability insurance policies, (iv) if applicable, the most recent summary plan description, employee handbook or similar employee communication, summary of benefits and coverage, and material employee communications with respect thereto, (v) in the case of any plan that is intended to be qualified under Code Section 401(a), the most recent determination, opinion, or advisory letter from the IRS and any related correspondence, and any pending request for determination with respect to the plan’s qualification, and all amendments thereto non-discrimination and coverage testing performed on such plan within the latest financial statements thereof; last three (C3) years, (vi) in the case of any plan for which Forms 5500 are required to be filed, the three (3) most recent annual report on IRS recently filed Forms 5500 (“Internal Revenue Service”) Form 5500 and all schedules thereto attachments and the most recent actuarial report; (D) the most recent IRS determination letter; auditor’s reports thereto), and (Evii) summary plan descriptions and summaries any notices, letters or other correspondence from the IRS, the Pension Benefit Guaranty Corporation, or the U.S. Department of material modificationsLabor relating to such Company Benefits Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.12(a) of the Company Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic written and foreign benefit and compensation plansunwritten pension, programsretirement, Contractsprofit-sharing, commitmentsthrift, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)savings, deferred compensation, stock option, employee stock ownership, employee stock purchase, restricted stock, stock appreciation rightsseverance pay, retention, vacation, bonus or other equityincentive plans, all employment, change in control, consulting, severance and retention agreements, all other written employee programs, arrangements or agreements, all medical, vision, dental, disability, life insurance, long-basedterm care, incentive and bonus workers’ compensation, employee assistance or other health or welfare plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, all other employee benefit or fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance benefit plans, programsincluding “employee benefit plans” as that term is defined in Section 3(3) of ERISA, Contractscurrently adopted, commitmentsmaintained by, practicessponsored in whole or in part by, policies or contributed to by Delaware, any Delaware Subsidiary or any of its ERISA Affiliates for the benefit of employees, former employees, retirees, dependents, spouses, directors, former directors, independent contractors or other beneficiaries of Delaware and arrangements under which employees, former employees, retirees, dependents, spouses, directors, former directors or other beneficiaries of Delaware are eligible to participate (collectively, the “Company Delaware Benefit Plans”). Correct Such Delaware Benefit Plans shall also include any such plans or arrangements between Delaware or any Delaware Subsidiaries and any former employees, retirees, dependents, spouses, former directors, independent contractors or other beneficiaries of any prior entity previously acquired by Delaware or any Delaware Subsidiaries through merger or consolidation or similar transactions for which Delaware or Delaware Subsidiaries have or reasonably have an obligation, financial or otherwise, to any such individuals. Delaware has furnished or otherwise made available to Xxxxxxx true and complete copies of (i) the following documentsplan documents and summary plan descriptions for each written Delaware Benefit Plan, (ii) a summary of each unwritten Delaware Benefit Plan (if applicable), (iii) the annual report (Form 5500 series) for the three (3) most recent years for each Delaware Benefit Plan (if applicable), (iv) the actuarial valuation reports with respect to each of tax-qualified Delaware Benefit Plan that is a defined benefit plan for the Company Plans have been delivered or made available to Purchaser by Companythree (3) most recent years, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (Bv) all related trust documentsagreements, insurance Contracts and other documents establishing contracts or other funding arrangementsagreements which implement the Delaware Benefit Plans (if applicable), and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (Dvi) the most recent IRS determination letter; letter with respect to each tax-qualified Delaware Benefit Plan (or, for a Delaware Benefit Plan maintained under a pre-approved prototype or volume submitter plan, the IRS determination letter on such pre-approved plan) and (Evii) summary plan descriptions and summaries all substantive correspondence relating to any liability of material modificationsor non-compliance relating to any Delaware Benefit Plan addressed to or received from the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation (“PBGC”) or any other Governmental Entity within the past five (5) years.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof 5.22 is a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 5.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each of such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are listed on Schedule 5.22. To the Company extent that any Qualified Plans have not been delivered or made available amended to Purchaser by Companycomply with applicable law, to the extent applicable: (A) any Company Plans, together with all amendments remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and attachments thereto; (B) all trust documents, insurance Contracts will not expire within 120 days after the Closing Date. All reports and other documents establishing other required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholders; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding arrangementsdeficiency, as defined in Section 412(a) of the Code and all amendments thereto Section 302(1) of ERISA; and the latest financial statements thereof; Company does not currently have (Cnor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability) to the most recent annual report on IRS Pension Benefit Guaranty Corporation (“"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterService for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (Eas defined in ERISA Section 4001(a)(14)) summary plan descriptions and summaries currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of material modifications.assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further:

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company CNS's Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic written or oral pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programsfunds, Contractscontracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “"employee benefit plans” within the meaning of ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus planswelfare policies, and employmentcontracts, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies plans and arrangements (the “Company Plans”). Correct and complete copies of the following documents, all trust agreements related thereto with respect to each any present or former directors, officers or other employees of CNS or any of its Subsidiaries (hereinafter collectively referred to as the "CNS Employee Plans"). All of the Company CNS Employee Plans comply in all material respects with all applicable requirements of ERISA, the IRC and other applicable laws; with respect to the CNS Employee Plans, no event has occurred that would subject CNS or any of its Subsidiaries to a material liability under ERISA, the IRC or any other applicable law; there has occurred no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the IRC) which is likely to result in the imposition of any penalties or taxes under Section 502(i) of ERISA or Section 4975 of the IRC upon CNS or any of its Subsidiaries; and all required contributions to the CNS Employee Plans through the date hereof have been delivered made. Neither CNS nor any of its Subsidiaries has provided, or made available is required to Purchaser provide, security to any CNS pension plan or to any single-employer plan of an ERISA Affiliate (as defined under Section 4001(b)(1) of ERISA or Section 414 of the IRC) pursuant to Section 401(a)(29) of the IRC. Neither CNS, its Subsidiaries, nor any ERISA Affiliate has contributed to any "multiemployer plan," as defined in Section 3(37) of ERISA, on or after September 26, 1980. Each CNS Employee Plan that is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) and which is intended to be qualified under Section 401(a) of the IRC (a "CNS Qualified Plan") has received a favorable determination letter from the Internal Revenue Service ("IRS"), and CNS and its Subsidiaries are not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no pending or threatened litigation, administrative action or proceeding relating to any CNS Employee Plan. There has been no announcement or commitment by CompanyCNS or any of its Subsidiaries to create an additional CNS Employee Plan, or to amend any CNS Employee Plan, except for amendments required by applicable law which do not materially increase the extent applicable: cost of such CNS Employee Plan; and, except as specifically identified in CNS's Disclosure Letter, CNS and its Subsidiaries do not have any obligations for post-retirement or post-employment benefits under any CNS Employee Plan that cannot be amended or terminated upon 60 days' notice or less without incurring any liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the IRC, or similar state laws, the cost of which is borne by the insured individuals. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any payment or series of payments by CNS or any of its Subsidiaries to any person which is an "excess parachute payment" (as defined in Section 280G of the IRC), increase or secure (by way of a trust or other vehicle) any benefits payable under any CNS Employee Plan or accelerate the time of payment or vesting of any such benefit. With respect to each CNS Employee Plan, CNS has supplied to ENB a true and correct copy of (A) any Company Plansthe annual report on the applicable form of the Form 5500 series filed with the IRS for the three most recent plan years, together with all amendments and attachments thereto; if required to be filed, (B) all trust documentssuch CNS Employee Plan, insurance Contracts and other documents establishing other funding arrangementsincluding amendments thereto, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; each trust agreement, insurance contract or other funding arrangement relating to such CNS Employee Plan, including amendments thereto, (D) the most recent IRS determination letter; summary plan description and summary of material modifications thereto for such CNS Employee Plan, if the CNS Employee Plan is subject to Title I of ERISA, (E) summary the most recent actuarial report or valuation if such CNS Employee Plan is a CNS pension plan descriptions and summaries of material modificationsany subsequent changes to the actuarial assumptions contained therein, and (F) the most recent determination letter issued by the IRS if such CNS Employee Plan is a CNS Qualified Plan.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all All material domestic and foreign benefit Benefit Plans and compensation plans, programs, Contracts, commitments, practicescontracts, policies and arrangements, under which any or arrangements covering current or former director, officer, employee employees of Highmark (the “Highmark Employees”) and current or former directors or other service providers who independent contractors of Highmark which are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored maintained or contributed to by Company Highmark or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributea Highmark ERISA Affiliate, or with respect to which Company Highmark or any of its Subsidiaries would a Highmark ERISA Affiliate could incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements liability (the “Company Highmark Plans”)) are set forth on the Highmark Disclosure Letter. Correct and complete copies of the following documents, with With respect to each of the Company Plans have been delivered or made available to Purchaser by CompanyHighmark Plan, to the extent applicable, Highmark has made available to BCNEPA accurate, current and complete copies of each of the following: (A) any Company Planswhere the Highmark Plan has been reduced to writing, the plan document together with all amendments and attachments theretoamendments; (B) where a Highmark Plan has not been reduced to writing, a written summary of all material plan terms; (C) where applicable, copies of any trust documents, insurance Contracts and other documents establishing agreements or other funding arrangements, custodial agreements, insurance policies and all amendments thereto contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the latest financial statements thereof; (C) future as a result of the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial reporttransactions set forth in this Agreement; (D) copies of any summary plan descriptions, summaries of material modifications and employee handbooks relating to any Highmark Plan; (E) in the case of any Highmark Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent IRS determination letterdetermination, opinion or advisory letter from the IRS; (F) in the case of any Highmark Plan for which a Form 5500 is required to be filed, a copy of the most recently filed Form 5500, with schedules attached; (G) actuarial valuations and reports related to any Highmark Plans for which an actuarial valuation is made, with respect to the two most recently completed plan years; and (EH) summary plan descriptions and summaries copies of material modificationswritten notices, letters or other correspondence from the IRS, Department of Labor or Pension Benefit Guaranty Corporation relating to the Highmark Plan.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth 5.22 are complete and accurate copies, as of the date hereof a true and complete list Balance Sheet Date, of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 5.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. Except as disclosed on Schedule 5.22, all Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 5.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholders; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Plans does not currently have been delivered (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multi- employer pension plan" (as defined in ERISA Section 4001(a)(14), together with all amendments and attachments thereto; nor has any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and the latest financial statements Sections 4201, 4202, 4203, 4204, or 4205 thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.been incurred by any Plan. Further:

Employee Benefit Plans. (ia) Section 3.2(w)(i4.10(a) of the Company Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, (i) "employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee pension benefit plans” within the meaning of " (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Pension Plans"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other material benefit plans, policies, programs, agreements or arrangements and (iii) other bonus, deferred compensation, stock optionseverance pay, pension, profit-sharing, retirement, insurance, stock purchase, restricted stock, stock appreciation rights, other equity-basedoption, incentive and bonus plansor equity compensation or other fringe benefit plan, and employmentprogram, consultingpolicy, terminationagreement, retentionarrangement or practice (each, retirementa "Plan") maintained, post-retirementor contributed to, tax gross-upby the Company or any of its Subsidiaries or any trade or business, fringe benefitwhether or not incorporated, relocationthat, vacation benefit, personal time-off, change in control together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies Section 414 of the following documentsInternal Revenue Code of 1986, as amended (each, an "ERISA Affiliate"), for the benefit of any current or former employees, officers, consultants or directors of the Company or any of its Subsidiaries, or with respect to each which the Company or any of its Subsidiaries could have any liability (collectively, the "Benefit Plans"). Except as set forth on Section 4.10(a) of the Company Plans have been Disclosure Schedule, the Company has delivered or made available to Purchaser by CompanyNewco correct and complete copies (including all amendments) of (i) each Benefit Plan, (ii) the two most recent annual reports on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required), (iii) the most recent summary plan description and summary of material modifications for each Benefit Plan for which such document is required, (iv) each trust agreement and group annuity contract relating to any Benefit Plan, (v) the most recent actuarial report or valuation, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cvi) the most recent annual report on IRS (“a current Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS Service favorable determination letter; and , to the extent applicable. Section 4.10(a) of the Company Disclosure Schedule lists all Employment Agreements (Eother than Employment Agreements with individuals who are paid an annual base salary of less than $150,000) summary plan descriptions and summaries to which the Company or any of material modificationsits Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All benefit and compensation plans, programs, Contracts, commitments, practicescontracts, policies and or arrangements, under which any maintained contributed to, obligated to be contributed to, or sponsored by FAB for the benefit of current or former director, officer, employee or other service providers who are natural persons employees of FAB (referred to in this Section 3.2(w) as the “independent contractorsEmployees”) (and/or their respective beneficiaries and current or dependents) former directors or independent contractors of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, FAB including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-stock based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies and or other arrangements (the “Company Benefit Plans”), are set forth in Section 5.03(m)(i) of FAB’s Disclosure Schedule. Correct True and complete copies of the following documents, with respect to each of the Company Plans documents have been delivered provided or made available to Purchaser by Company, to the extent applicablePPBI: (A) all Benefit Plans including, but not limited to, any Company Plans, together with trust instruments and insurance contracts forming a part of any Benefit Plans and all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“Internal Revenue ServiceIRS”) Form 5500 or Department of Labor (the “DOL”), as applicable, and all schedules thereto any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the most recent actuarial reportDOL; (D) the most recent determination letter issued by the IRS determination letterfor each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each Benefit Plan; (F) the most recent actuarial report, if any relating to each Benefit Plan; (G) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; (H) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 104 of ERISA; and (EI) summary plan descriptions the most recent minimum coverage and summaries of material modificationsdiscrimination testing results for each applicable Benefit Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i5.10(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of lists all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensation) (whether or not such plans are subject to ERISA) and all bonus, stock option, stock purchase, restricted stock, stock appreciation rightsincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other equity-based, incentive and bonus benefit plans, programs or arrangements, including each plan, program, arrangement or scheme maintained or required to be maintained under the Laws of a jurisdiction outside the United States of America and all employment, consultingretention, termination, retentionseverance or other contracts or agreements, retirementwhether legally enforceable or not, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control to which the Company or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies any of the following documentsits Subsidiaries is a party, with respect to each which the Company or any such Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any such Subsidiary for the benefit of any current or former employee, officer or director (or other beneficiary or their dependents or spouses) of the Company Plans have been or any such Subsidiary (collectively, the "Plans"). For each Plan, the Company has furnished or made available to Parent a true and complete copy of each Plan document (including all amendments thereto) and where such Plan is unwritten, a written description of the material terms thereof, and has delivered or made available to Purchaser Parent a true and complete copy of the following: (i) each trust or other funding arrangement prepared in connection with a Plan, (ii) each summary plan description and summary of material modifications (or a description of any material oral communications) provided by Companythe Company or any of its Subsidiaries to any current or former employees, to officers, directors, or other beneficiaries or their dependents or spouses of the Company or any of its Subsidiaries concerning the extent applicable: of the benefits provided under each Plan, (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ciii) the most recent annual report on IRS (“recently filed Internal Revenue Service”Service ("IRS") Form Forms 5500 and all schedules thereto and the most recent actuarial for each Plan required to file such report; , (Div) the most recent recently received IRS determination letter; letter for each Plan that has received such IRS determination letter and (Ev) summary plan descriptions the three most recently prepared actuarial reports or financial statements in connection with each Plan for which an actuarial report or financial statement has been prepared (whether or not required) and summaries (vi) nondiscrimination and coverage testing data and results for the three most recent years in connection with each Plan that is intended to be qualified under Section 401(a) of material modificationsthe Code. Except as disclosed in Section 5.10(a) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by this Agreement, the Transactions or ERISA or the Code or to otherwise comply with applicable Law.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth Attached hereto as of the date hereof a true SCHEDULE 5.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multiemployer plans and all multiple employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by ----- the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, any such plan or arrangement created by any agreements, including any employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation---------------- compensation agreements disclosed in SCHEDULE 5.18(A)), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). To the best of the Company's ----- knowledge, restricted stockSCHEDULE 5.22 sets forth each plan or arrangement that would have been an employee pension or welfare benefit plan but for its termination within the past three years. To the best of the Company's knowledge, stock appreciation rightsall Plans are in material compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other equity-basedapplicable laws, incentive and, in all material respects, have been administered, operated and bonus plansmanaged in material accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the ---------------- Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of SCHEDULE 5.22. To the Company Plans have been delivered or made available to Purchaser by Company's knowledge, to the extent applicable: (A) that any Company PlansQualified Plans have not been amended to comply with applicable law, together with the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. To the Company's knowledge, all amendments and attachments thereto; (B) all trust documents, insurance Contracts reports and other documents establishing other funding arrangementsrequired to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, and all amendments thereto but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed except to the extent that the failure to file or distribute such reports or documents would not subject the Company to any material penalty. None of: (i) any Stockholder; (ii) to the knowledge of the Company, any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA which could result in the imposition of a material penalty under ERISA or a material tax under the Code, except in accordance with an applicable exemption or except any such prohibited transaction that results from the conversion of the ESOP to a Profit Sharing Plan (as defined) in Section 5.22(j) below) and the latest financial statements thereofconsequent holding by the Profit Sharing Plan of a promissory note in favor of the Company. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company does not currently have (Cnor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the most recent annual report on IRS Pension Benefit Guaranty Corporation (“"PBGC") with respect to any such Plan under Title ---- IV of ERISA or to the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterService for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (Eas defined in ---------------- ERISA Section 4001(a)(14)) summary plan descriptions and summaries currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multiemployer pension plan" (as -------------------------- defined in ERISA Section 4001(a)(13), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of material modifications.assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further, within the last three years, except as set forth on SCHEDULE 5.22:

Employee Benefit Plans. (ia) Section 3.2(w)(i) Schedule 3.3.35 sets forth a list of the Company's Employee Benefit Plans in which Employees and former employees of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with participate. With respect to which Company or any of its Subsidiaries would incur any direct or indirect liabilityeach such Employee Benefit Plan, includingaccurate, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct current and complete copies of the following documents, with respect to each of the Company Plans following have been delivered or made available to Purchaser by Companythe Purchaser, to the extent applicablethe same exist: (Ai) any Company Plans, the plan document together with all amendments and attachments theretoamendments; (Bii) all where applicable, copies of any trust documents, insurance Contracts and other documents establishing agreements or other funding arrangements, custodial agreements, insurance policies and contracts, administrative agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iii) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Employee Benefit Plan; (iv) in the case of any Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter with respect to such Employee Benefit Plan's continued qualification; (v) in the case of any Employee Benefit Plan for which a Form 5500 must be filed, a copy of the two most recently filed Forms 5500, with all amendments thereto corresponding schedules and the latest financial statements thereofattached; (Cvi) actuarial valuations and reports related to any Employee Benefit Plans with respect to the two most recently completed plan years; (vii) the most recent annual report on IRS non-discrimination tests performed under the Code (“if any); and (viii) copies of material written notices, letters or other correspondence from the Internal Revenue Service”) Form 5500 , Department of Labor, Department of Health and all schedules thereto and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsEmployee Benefit Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.12(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, lists each “employee benefit plansplan” within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA) and all existing bonus, as amended (“ERISA”)incentive, deferred compensation, supplemental executive retirement plan, pension, retirement, profit-sharing, stock optionbonus, stock purchase, restricted stock, stock appreciation rightsoption, severance, welfare benefit plan (including paid time off policies and other equity-basedmaterial benefit policies and procedures), incentive and bonus fringe benefit plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, agreements and all other material benefit practices, policies and arrangements maintained by the Company in which any employee or former employee, consultant or former consultant or director or former director of the Company participates or to which any such employee, consultant or director is a party or is otherwise entitled to receive benefits (the including their eligible dependents and beneficiaries) (each, a “Company PlansEmployee Benefit Plan”). Correct The Company has no commitment to create any additional Company Employee Benefit Plans or to materially modify, change or renew any existing Company Employee Benefit Plan (any modification or change that increases the cost of such plans would be deemed material), except as required by applicable law to maintain the tax-qualified status thereof. The Company has made available to the Parent correct and complete copies of (i) each Company Employee Benefit Plan (or, in the following documentscase of any such Company Employee Benefit Plan that is unwritten, descriptions thereof), (ii) the two most recent annual reports on Form 5500 required to be filed with the IRS with respect to each of the Company Plans have been delivered or made available to Purchaser by CompanyEmployee Benefit Plan (if any such report was required), to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ciii) the most recent annual report on IRS summary plan description for each Company Employee Benefit Plan for which such summary plan description is required, (“Internal Revenue Service”iv) Form 5500 each trust agreement and insurance or group annuity contract relating to any Company Employee Benefit Plan, and (v) most recent nondiscrimination tests performed under ERISA and the Code, including the 401(k) and 401(m) tests. Each Company Employee Benefit Plan has been administered in all material respects in accordance with its terms and the applicable provisions of ERISA, the Code, the Patient Protection and Affordable Care Act, COBRA, Section 409A of the Code and all schedules thereto other applicable Laws, and the most recent actuarial report; (D) the most recent IRS determination letter; Company has performed and (E) summary plan descriptions and summaries complied in all material respects with all of material modificationstheir obligations under or with respect to each Company Employee Benefit Plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i4.10(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of lists all material domestic and foreign Plans. For purposes of this Agreement, “Plans” means (i) all compensation, benefit, fringe benefit and compensation other plans, programs, Contracts, commitments, practices, policies and arrangements, under arrangements or agreements (A) to which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of the Company or any of its Subsidiaries has any present or future right is a party, (B) with respect to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which the Company or any of its Subsidiaries has any obligation (actual or contingent) or (C) that are maintained, contributed to maintain, sponsor or contributesponsored, or with respect required to which be maintained, contributed to or sponsored, by the Company or any of its Subsidiaries would incur for the benefit of any direct current or indirect liabilityformer Service Provider, includingand (ii) all contracts, but not limited toarrangements or understandings between the Company or any of its Subsidiaries and any current or former Service Provider that provide for employment, “employee benefit plans” within consultancy, compensation or benefits, or the meaning acceleration of the vesting or payment of compensation or benefits arising from or related to the Transactions, to any current or former Service Provider. Section 3(34.10(a) of the Employee Retirement Income Security Act Company Disclosure Schedule also separately lists all employee benefit plans for which the Company or any of 1974its Subsidiaries could incur liability under Section 4069 or 4212(c) of ERISA. To the extent applicable, as amended (“ERISA”)with respect to each Plan listed on Section 4.10(a) of the Company Disclosure Schedule applicable to current or former Service Providers in a Major Market Country, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser Parent by the Company: (v) all Plan documents (including all amendments and attachments thereto), or written summaries of any Plan not in writing; (w) all related trust documents, insurance contracts or other funding arrangements and the two most recent actuarial reports; (x) the two most recent annual reports (Form 5500) or similar reports filed with the IRS or other applicable Governmental Authority; (y) the most recent determination letter from the IRS or other applicable Governmental Authority; and (z) the most recent summary plan description and any summary of material modification thereto. To the extent applicable, with respect to each Plan listed on Section 4.10(a) of the Company Disclosure Schedule applicable to current or former Service Providers not in a Major Market Country, as soon as practicable after the date of this Agreement and in no event later than 30 days following the date of this Agreement, correct and complete copies of each of the items set forth in (v), (w), (x), (y) and (z) above, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and shall have been delivered or made available to Parent by the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsCompany.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof a true 4.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contribute, or have an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 4.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 4.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholders; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Plans does not currently have been delivered (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14)), together with all amendments and attachments thereto; nor has any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and the latest financial statements Sections 4201, 4202, 4203, 4204, or 4205 thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.been incurred by any Plan. Further:

Employee Benefit Plans. (a) Section 4.15 of the NORD Disclosure Schedule contains a list and brief description of (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee pension benefit plans” within the meaning of (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus “employee welfare benefit plans” (as defined in Section 3(l) of ERISA), and employmentall agreements that are currently in force or that have been entered into since January 1, consulting2003 that provide for payments or other benefits on retirement, termination, retentionseverance or a change of control, retirementto which NORD or any of its Subsidiaries is a party, post-retirementfor the benefit of any present or former officers, tax gross-upemployees, fringe benefitdirectors or independent contractors of NORD or any of its Subsidiaries, relocation(ii) each “employee benefit plan” (as defined in Section 3(3) of ERISA) currently in force or entered into since January 1, vacation benefit2003, personal time-offfor which NORD could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, change and (iii) any employee benefit plan currently in control force or severance plansentered into since January 1, programs, Contracts, commitments, practices, policies and arrangements 2003 in respect of which NORD could incur liability under Section 4212(c) of ERISA (all the foregoing being herein called the “Company NORD Benefit Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or NORD has made available to Purchaser by CompanyPDM USA true, to complete and correct copies of (i) each NORD Benefit Plan (or, in the extent applicable: (A) case of any Company unwritten Benefit Plans, together descriptions thereof), along with all amendments and attachments thereto; , (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS (“Form 5500 filed with the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; Service with respect to each NORD Benefit Plan (Dif any such report was required by Applicable Law), (iii) the most recent IRS determination letter; summary plan description for each NORD Benefit Plan for which such a summary plan description is required by Applicable Law, and (Eiv) summary plan descriptions each currently effective trust agreement and summaries of material modificationsinsurance or annuity contract relating to any NORD Benefit Plan.

Employee Benefit Plans. (ia) FABC and First National have listed in Section 3.2(w)(i4.15 of the FABC Disclosure Memorandum, and, in addition thereto, have delivered or made available to CCBG prior to the execution of this Agreement copies (and will continue to make same available to CCBG after execution and prior to Closing, where necessary) of the Company Disclosure Schedule sets forth as of the date hereof a true any and complete list of all material domestic and foreign benefit and compensation planspension, programsretirement, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)profit-sharing, deferred compensation, stock option, employee stock purchaseownership, restricted stockseverance pay, stock appreciation rightsvacation, bonus, or other equity-basedincentive plan, incentive and bonus all other written employee programs, arrangements, or agreements, including any employment agreement which may itself contain such provisions, all payroll practices, all medical, vision, dental, or other health plans, all life insurance plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, all other employee benefit plans or fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance benefit plans, programsincluding "employee benefit plans" as that term is defined in Section 3(3) of ERISA (generally referred to as "Benefit Plans"), Contractscurrently adopted, commitmentsmaintained by, practicesparticipated in, policies and arrangements sponsored in whole or in part by, or contributed to by FABC or ERISA Affiliate (as defined below) thereof for the “Company benefit of FABC's or any ERISA Affiliate's employees, retirees, dependents, spouses, directors, independent contractors, or any other beneficiaries (collectively "Participants") under which such Participants are eligible to participate or receive benefits (collectively, the "FABC Benefit Plans”"). Correct and complete copies of the following documents, with respect to each of the Company The FABC Benefit Plans have been documents delivered or made available to Purchaser CCBG by Company, to the extent applicable: (A) any Company PlansFABC include true and complete copies of each plan, together with any amendments thereto, any trust agreements associated with an FABC Benefit Plan, together with any amendments thereto, any insurance or annuity contracts with respect to any FABC Benefit Plan, all amendments and attachments thereto; (B) corporate resolutions with respect to any FABC Benefit Plan, all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions with respect to any FABC Benefit Plan together with any amendments thereto, all Internal Revenue Service ("IRS") Forms 5500 (or variations thereof) together with any Schedule B and summaries any other attachment thereto filed with respect to any FABC Benefit Plan (for each of material modifications.the three most recent plan years), all certified

Employee Benefit Plans. (ia) Section 3.2(w)(i) of Except as set forth in SCHEDULE 3.17, the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is not maintained, sponsored sponsored, adopted, made contributions to or contributed obligated itself to by Company make contributions to or to pay any of its Subsidiaries benefits or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, grant rights under or with respect to which Company or made any commitments to create any "employee pension plan" (as defined in Section 3(2) of ERISA), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), "multi-employer plan" (as defined in Section 3(37) of ERISA), plan of deferred compensation, medical plan, life insurance plan, long-term disability plan, dental plan or other plan providing for the welfare of the Company's or any of its Subsidiaries would incur any direct Plan Affiliate's employees or indirect liabilityformer employees or beneficiaries thereof, including, personnel policy (including but not limited toto vacation time, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974holiday pay, as amended (“ERISA”bonus programs, moving expense reimbursement programs and sick leave), excess benefit plan, bonus or incentive plan (including but not limited to options and deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans), and employmentsalary reduction agreement, consultingchange-of-control agreement, terminationgolden parachute, retentionemployment agreement, retirement, post-retirement, tax gross-up, fringe consulting agreement or any other benefit, relocationprogram or contract (collectively, vacation benefit"Employee Benefit Plans"), personal time-offwhether or not written or pursuant to a collective bargaining agreement, change which has been in control effect at any time within six years prior to the Closing Date or severance planswhich could give rise to or result in the Company or Buyer having any material debt, programsliability, Contractsclaim or obligation of any kind or nature, commitmentswhether accrued, practicesabsolute, policies contingent, direct, indirect, known or unknown, perfected or inchoate or otherwise and arrangements (the “Company Plans”)whether or not due or to become due. Correct True, correct and complete copies of the following documents, with respect to each of the Company all Employee Benefit Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) including any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto) have been furnished to Buyer along with all applicable summary plan descriptions, material employee communications, and, as applicable, the two most recent annual reports on IRS Form 5500 required to be filed, the two most recent annual accountings of plan assets required under ERISA, the most recent determination letter of the IRS, the two most recent actuarial valuations relating thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationslast PBGC-1 required under ERISA.

Employee Benefit Plans. (ia) Each Employee Benefit Plan is listed on Section 3.2(w)(i3.25(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”)Schedule. Correct and complete copies of the following documents, with With respect to each of Employee Benefit Plan, the Company Plans have been delivered or made available has Made Available to Purchaser by CompanyBuyer, to the extent applicable, copies of: (Ai) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other the current plan documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofor a written description of any Employee Benefit Plan that is not in writing; (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications; (iii) the most recent benefits manual, employee handbook, and open enrollment materials; (iv) the most recent financial statements; (v) the most recent actuarial report; (vi) the most recent determination or opinion letter received from the IRS; (vii) the most recent annual report on Form 5500; (viii) any Form 8928 filed during the prior five years; (ix) any compliance filings made and all material correspondence during the last three years to or from the Department of Labor, IRS, or other Governmental Authority; (x) the most recent nondiscrimination testing results for the past three years; (xi) the current trust agreement, insurance policy and any other Contract relating to the funding, investment or administration of such Employee Benefit Plan; (xii) all information regarding determination of full-time status of Employees for purposes of the Affordable Care Act, including any look-back measurement periods thereunder, for the last three years; and (xiii) any other material Employee Benefit Plan-related document requested by Buyer. Except as specifically provided in the foregoing documents Made Available to Buyer, or as set forth on Section 3.25(a) of the Disclosure Schedule: (A) there are no amendments to any such Employee Benefit Plan that have been adopted, approved, implemented, planned or proposed that could reasonably be expected to affect any current or former employee, leased employee, independent contractor, officer or director of the Company or their beneficiaries; and (B) except as required to comply with Applicable Law, neither the Company nor any ERISA Affiliate has undertaken to make any such amendments or to adopt or approve any new Employee Benefit Plan covering current or former employees, leased employees, independent contractors, officers or directors of the Company or any ERISA Affiliate or their beneficiaries.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, All “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred ERISA and all material employee compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retentionincentive, retirement, post-retirement, tax gross-upwelfare, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance benefit plans, programs, policies, Contracts, commitmentscommitments or other arrangements (whether or not set forth in a written document and including, practiceswithout limitation, policies and arrangements which are or have been maintained, contributed to, or required to be contributed to, by Sipex or a Sipex Affiliate for the benefit of any current or former employee, director or consultant of Sipex or a Sipex Affiliate (each a “Sipex Employee”) who has any present or future rights to benefits, or with respect to which Sipex or any Sipex Affiliate has or, to its knowledge, may in the future have any material liability, as of the date of this Agreement are listed in Section 3.12(a) of the Sipex Schedules, excluding any arrangement with any individual for the payment of salary, bonus or commissions (the “Company Sipex Plans”). Correct Sipex has provided or made available to Exar: (i) true and complete copies of the following documents, with respect to current versions of all documents embodying each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: Sipex Plan including (Awithout limitation) any Company Plans, together with all amendments and attachments thereto; (B) , all related trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofmaterial written Contracts relating to each such Sipex Plan; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Sipex Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Sipex Plan; (iv) all IRS determination, opinion, notification and advisory letters, if any; (v) all material correspondence to or from any Governmental Entity relating to any Sipex Plan, if any; (vi) the most recent discrimination tests for each Sipex Plan; (vii) the most recent actuarial reportvaluations, if any, prepared for each Sipex Plan; (Dviii) if the Sipex Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Sipex Plan assets; and (Eix) summary plan descriptions and summaries of all communication to Sipex Employees relating to any events which would result in any material modifications.liability to Sipex or any Sipex Affiliate. “

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Harbor's Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programscontracts, Contracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “"employee benefit plans” within the meaning of ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, ERISA (as amended (“ERISA”defined in Section 8.1), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus planswelfare policies, and employmentcontracts, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies plans and arrangements (the “Company Plans”). Correct and complete copies of the following documents, all trust agreements related thereto with respect to each any present or former directors, officers or other employees of Harbor or any of its Subsidiaries (hereinafter referred to collectively as the Company Plans have been "HARBOR EMPLOYEE PLANS"). Harbor has previously delivered or made available to Purchaser Provident true and complete copies of each agreement, plan and other documents referenced in Harbor's Disclosure Letter. There has been no announcement or commitment by CompanyHarbor or any of its Subsidiaries to create an additional Harbor Employee Plan, or to amend any Harbor Employee Plan, except for amendments required by applicable law which do not materially increase the extent applicable: cost of such Harbor Employee Plan. With respect to each Harbor Employee Plan, Harbor has previously made available to Provident a true and correct copy of (A) any Company Plansthe annual report on the applicable form of the Form 5500 series filed with the IRS (as defined in Section 8.1) for the most recent three plan years, together with all amendments and attachments thereto; if required to be filed, (B) all trust documentssuch Harbor Employee Plan, insurance Contracts and other documents establishing other funding arrangementsincluding amendments thereto, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; each trust agreement, insurance contract or other funding arrangement relating to such Harbor Employee Plan, including amendments thereto, (D) the most recent IRS determination letter; summary plan description and summary of material modifications thereto for such Harbor Employee Plan, to the extent available, if the Harbor Employee Plan is subject to Title I of ERISA, (E) summary plan descriptions the most recent actuarial report or valuation if such Harbor Employee Plan is a Harbor Pension Plan (as defined below) and summaries of material modificationsany subsequent changes to the actuarial assumptions contained therein and (F) the most recent determination letter issued by the IRS if such Harbor Employee Plan is a Harbor Qualified Plan (as defined below).

Employee Benefit Plans. (ia) Section 3.2(w)(i) of Schedule 3.13 to the Company Disclosure Schedule sets forth as of the date hereof Memorandum contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under Employee Benefit Plans in which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that HNBP is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, currently a participating employer or with respect to which Company HNBP has or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within may have liability (hereinafter individually referred to as an "HNBP Plan" and collectively referred to as the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company "HNBP Plans”"). Correct and For each HNBP Plan, to the extent applicable to each such HNBP Plan, complete copies of the following documents, with respect to each of the Company Plans have been delivered to BT Financial or made available will be delivered as soon as practicable to Purchaser by CompanyBT Financial (but in any event, no later than seven (7) days prior to the extent applicable: (A) any Company Closing Date): the documents embodying the HNBP Plans, together with including the plan documents, all amendments and attachments thereto; , the related trust or funding agreements, Group Insurance Contracts (B"GICs") all trust documentsand, insurance Contracts and other documents establishing other funding arrangementsin the case of any unwritten HNBP Plans, and all amendments thereto and the latest financial statements written descriptions thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form Forms 5500 and all schedules thereto and for the last three years; financial statements for the last three years; the most recent actuarial report; , if applicable, and all employee manuals, handbooks, policy statements, and other written materials given to employees relating to any HNBP Plans. To the knowledge of HNBP and Huntington, no oral or written representations or commitments inconsistent with such written materials have been made to any employee or former employee of HNBP or agent thereof. All of the HNBP Plans are in compliance in all material respects with all applicable requirements of ERISA, and are in compliance in all material respects with all applicable requirements (Dincluding qualification and non-discrimination requirements in effect as of the Closing) of the most recent IRS determination letter; and Code for obtaining the tax benefits the Code thereupon permits with respect to such HNBP Plans. No such HNBP Plan nor any other Employee Benefit Plan maintained or contributed to by any corporation related to HNBP within the meaning of Code Section 414(b) (Ean "Affiliate Plan") summary has, or as of the Closing will have, any amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) for which HNBP would be liable to any Person under Title IV of ERISA if any such HNBP Plan were terminated as of the Closing Date. Such HNBP Plans are funded in accordance with Section 412 of the Code (if applicable). There would be no obligations which would be material to HNBP under Title IV of ERISA relating to any such HNBP Plan or Affiliate Plan that is a multiemployer plan descriptions and summaries if any such plan were terminated or if HNBP or any related corporation withdrew from any such plan as of material modificationsthe Closing.

Employee Benefit Plans. (i) Section 3.2(w)(i5.03(m)(i) of the Company CFC’s Disclosure Schedule sets forth as of the date hereof a true complete and complete correct list of all material domestic “employee benefit plans,” as defined in Section 3(3) of ERISA, and foreign all other employee benefit and compensation arrangements or payroll practices, including, without limitation, bonus plans, employment agreements, consulting or other compensation agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, security purchase, severance pay, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, matching charitable gift programs, Contractstuition reimbursement programs, commitments, practices, policies and arrangements, under which any scholarship programs covering current or former directoremployees of CFC, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any each of its Subsidiaries has any present and CFC’s ERISA Affiliates (the “Employees”) and current or future right to benefitsformer directors of CFC, that is maintained, sponsored or contributed to by Company or any each of its Subsidiaries and CFC’s ERISA Affiliates or which Company or any maintained by CFC, each of its Subsidiaries has any obligation to maintain, sponsor and CFC’s ERISA Affiliates or contribute, or with respect to which Company or any CFC, each of its Subsidiaries would incur any direct and CFC’s ERISA Affiliates contributed or indirect liabilityare obligated to contribute thereunder for current or former employees (the “Benefit Plans”). True, correct and complete copies of (A) all Benefit Plans including, but not limited to, “employee benefit plans” within the meaning any trust instruments and insurance contracts forming a part of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive any Benefit Plans and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) the three most recent annual reports (Form 5500), together with all trust documentsschedules, insurance Contracts and other documents establishing other funding arrangementsas required, filed with the Internal Revenue Service (“IRS”) or the U.S. Department of Labor (the “DOL”), as applicable, and all amendments thereto and the latest any financial statements thereofand opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial reportDOL; (D) the most recent determination letter issued by the IRS determination letterfor each Benefit Plan; (E) the most recent summary plan description and any modifications for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the three most recent actuarial valuations, studies or estimates of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; (H) the most recent minimum coverage and discrimination testing results for each applicable Benefit Plan; and (EI) summary plan written descriptions of all non-written agreements relating to the Benefit Plans and summaries all communications to or from the DOL, the IRS and the Pension Benefit Guaranty Corporation (the “PBGC”), have been provided or made available to Opus). For the purpose of material modificationsthis Agreement, an “ERISA Affiliate” is any entity which is considered one employer with CFC or any of its Subsidiaries under Section 4001 of ERISA or Section 414 of the Code.

Employee Benefit Plans. (ia) Section 3.2(w)(i4.15(a) of the Company Disclosure Schedule sets forth as of the date hereof Parent Schedules contains a true complete and complete --------------- accurate list of all material domestic and foreign benefit and compensation employee compensation, incentive, fringe or Benefit plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, “all "employee benefit Benefit plans” " within the meaning of Section 3(3) of ERISA) covering any active or former employee, director or consultant of Parent to be transferred in the Employee Retirement Income Security Act Separation to Spinco ("Parent Employee" which shall for this purpose mean an employee of 1974, as amended (“ERISA”Parent or a Code Affiliate of Parent to be transferred in the Separation to Spinco), deferred compensationany Subsidiary of Parent, stock optionor with respect to which Parent has or, stock purchaseto its knowledge, restricted stockmay in the future have Liability, stock appreciation rights(collectively, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company "Parent Plans”"). Correct Parent has provided or will make available to Company prior to the Closing: (i) true and complete copies of the following documentsall documents embodying each Parent Plan including, with respect without limitation, all amendments thereto, all trust documents related thereto; and all material written agreements and contracts relating to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretosuch Parent Plan; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and Financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Plan; (iv) all IRS determination, opinion, notification and advisory letters relating to each Parent Plan; (v) all material correspondence to or from any Governmental Authority relating to each Parent Plan; (vi) all forms and related notices required under the COBRA; (vii) the most recent discrimination tests for each Parent Plan; (viii) the most recent actuarial reportvaluations, if any, prepared for each Parent Plan; (Dix) if the Parent Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Parent Plan assets; and (Ex) summary plan descriptions all material communication to Parent Employees relating to any Parent Plan and summaries any proposed Parent Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in Benefits, acceleration of payments or vesting schedules, or other events which would result in any material modificationsliability to Parent or any Code Affiliate.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All benefit and compensation plans, agreements, programs, Contracts, commitments, practices, policies and arrangements, under which any arrangements covering current or former directoremployees of MNHN, officer, employee Manhattan or any other service providers who are natural persons MNHN Subsidiary (referred to in this Section 3.2(w) as the “independent contractorsMNHN Employees”) (and/or their respective beneficiaries and current or dependents) former directors or independent contractors of Company MNHN, Manhattan or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, other MNHN Subsidiary including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-stock based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies and or other arrangements (the “Company MNHN Benefit Plans”), have been Previously Disclosed to PBB. Correct True and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) all MNHN Benefit Plans including, but not limited to, any Company Plans, together with trust instruments and insurance contracts forming a part of any MNHN Benefit Plans and all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on (Form 5500), together with all schedules, as required, filed with the IRS or DOL, as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each MNHN Benefit Plan; (C) for each MNHN Benefit Plan which is a “Internal Revenue Service”) Form 5500 and all schedules thereto and top-hat” plan, a copy of filings with the most recent actuarial reportDOL; (D) the most recent determination letter issued by the IRS determination letter(or prototype plan sponsor IRS opinion letter upon which MNHN, Manhattan or any other MNHN Subsidiary may rely) for each MNHN Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each MNHN Benefit Plan; (F) the most recent actuarial report, if any relating to each MNHN Benefit Plan; (G) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; and (EH) the most recent summary plan descriptions and summaries annual report for each MNHN Benefit Plan required to provide summary annual reports by Section 104 of material modificationsERISA, have been provided or made available to PBB.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof 3.20 contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, "employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee pension benefit plans” within the meaning of " (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Company Pension Plans"), deferred compensation"employee welfare benefit plans" (as defined in Section 3(l) of ERISA, hereinafter a "Company Welfare Plan"), stock option, stock purchase, restricted stockincentive, stock appreciation rightsbonus, other equity-baseddeferred compensation plans or arrangements, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-offvacation, change in control control, stay-on bonus plans or severance plansarrangements, programsand other material employee compensation and fringe benefit plans or agreements, Contractsmaintained, commitmentscontributed to, practicesor pursuant to which the Company or any of the Subsidiaries has or may have any liability, policies and arrangements whether or not heretofore terminated (all the “foregoing being herein called "Company Benefit Plans”"). Correct The Company has delivered to IES an accurate list (which is set forth on Schedule 3.20) showing all officers, directors and key employees of the Company, listing all Employment Agreement with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) December 31, 1997 and (ii) the date hereof. The Company has provided to IES true, complete and correct copies of the following documentsany Employment Agreement for persons listed on Schedule 3.20. Since December 31, with respect to each of the Company Plans 1997, except as disclosed on Schedule 3.20, there have been delivered no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. The Company has made available to Purchaser by CompanyIES true, to complete, and correct copies of (i) each Company Benefit Plan and any subsequently adopted amendments thereto (or, in the extent applicable: (A) any case of unwritten Company Benefit Plans, together with all amendments and attachments thereto; descriptions thereof), (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; filed with respect to each Company Benefit Plan (Dif any such report was required), (iii) the most recent IRS determination letter; and (E) summary plan descriptions and description for each Company Benefit Plan for which such a summary plan description is required (with all summaries of material modificationsmodifications provided after the most recent summary plan description was distributed), (iv) each trust agreement, group annuity contract and service agreement relating to any Company Benefit Plan and (v) each favorable determination letter from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof 4.21 hereto contains a true ---------------------- ------------- and complete list of all material domestic pension, profit sharing, retirement, deferred compensation, incentive, bonus, severance, disability, hospitalization, medical insurance, life insurance and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within , programs or arrangements ("Employee Benefit Plans") maintained by IQX (or any organization that may be aggregated with IQX under Sections 414(b), (c), (m) or (o) of the meaning Code (the "IQX Group")) or under which IQX or any member of Section 3(3the IQX Group has any obligations (other than obligations to make current wage or salary payments) in respect of any of the employees or former employees of IQX (including a description of IQX's vacation policy) or their beneficiaries or which benefits any of the employees or former employees of IQX (each individually, an "IQX Employee Benefit Plan" and collectively, the "IQX Employee Benefit Plans"). IQX has delivered to Buyer true and complete copies of, to the extent applicable, all material documents, as such may have been amended to the date hereof, embodying the IQX Employee Benefit Plans, all trust documents, all available determination letters issued by the Internal Revenue Service (the "IRS"), employee booklets, summary plan descriptions, insurance contracts, the most recent compliance and nondiscrimination tests (if any), the most recent Form 5500 reports, standard COBRA forms and notices, any correspondence or inquiry by the IRS or the Department of Labor, and any material employee communications, in each case relating to any IQX Employee Benefit Plan. All IQX Employee Benefit Plans and all related insurance contracts, trusts and funds have complied in form, operation and administration with their respective provisions, any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plansthe Code, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change all other applicable Laws. All contributions to and payments from the IQX Employee Benefit Plans which have been required to be made in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (accordance with the “Company Plans”). Correct and complete copies provisions of the following documentsIQX Employee Benefit Plans and, where applicable, ERISA and the Code have been made or are adequately accrued and reflected on the books and records of IQX. There are no unfunded Liabilities in respect of any such IQX Employee Benefit Plan. There has been no breach of fiduciary responsibility with respect to any IQX Employee Benefit Plan to which ERISA is applicable which could subject Buyer or IQX to any Liability under ERISA. No IQX Employee Benefit Plan is a multiemployer plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA (a "Multiemployer Plan") or a multiple employer plan described in Sections 4063 and 4064 of ERISA. No member of the IQX Group has withdrawn from any IQX Employee Benefit Plan which is a Multiemployer Plan or incurred any withdrawal liability to or under any Multiemployer Plan. IQX does not have any Liability, and after the Closing, IQX will not have any Liability, with respect to each any Employee Benefit Plan which is not an IQX Employee Benefit Plan, whether as a result of delinquent contributions, distress terminations, fraudulent transfers, failure to pay premiums to the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (the "PBGC"), withdrawal liability or otherwise. No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Company Plans have Code) exists nor has any funding waiver from the IRS been delivered received or made available requested with respect to Purchaser by Companyany IQX Employee Benefit Plan and no excise or other Tax is due or owing because of any failure to comply with the minimum funding standards of the Code or ERISA with respect to any of such plans. To IQX's and the Majority Stockholder's knowledge, no IQX Employee Benefit Plan is or is threatened to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangementsbe under audit or investigation, and all amendments thereto no completed audit of any IQX Employee Benefit Plan has resulted in the imposition of any Tax, fine or penalty. With respect to each IQX Employee Benefit Plan that purports to be a qualified plan under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the latest financial statements thereof; Code (Ceach a "Qualified Plan"), a determination letter (or opinion or notification letter, if applicable) has been received from the IRS that such plan is qualified under Section 401(a) of the Code and exempt from federal income tax under Section 501(a) of the Code. No Qualified Plan has been amended since the date of the most recent annual report such letter. No member of the IQX Group, nor any fiduciary of any Qualified Plan, nor any agent of any of the foregoing, has done anything that would adversely affect the qualified status of a Qualified Plan or the qualified status of any related trust. The present value of vested and nonvested accrued benefits under each IQX Employee Benefit Plan that is a defined benefit plan within the meaning of Section 3(35) of ERISA ("Defined Benefit Plan") does not exceed the present fair market value of the assets of such plan, based on IRS the actuarial assumptions and methodology used for funding purposes (“Internal Revenue Service”i) Form 5500 and all schedules thereto and the as set forth in such plan's most recent actuarial report; (Dii) as required by the most recent IRS determination letterPBGC on a termination basis; and (Eiii) summary as set forth in FASB 87. No Defined Benefit Plan has been terminated or partially terminated since September 1, 1974. No event has occurred and no condition has existed that could constitute grounds under Section 4042 of ERISA for termination of or appointment of a trustee to administer any IQX Employee Benefit Plan which is a Defined Benefit Plan. No member of the IQX Group has transferred, in whole or in part, a Defined Benefit Plan to a corporation that was at the time of transfer a member of a different controlled group of corporations (within the meaning of Section 4001(a)(14) of ERISA) than the transferor. IQX has no liability for any IQX Employee Benefit Plan that is not accrued. No prohibited transaction (within the meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any IQX Employee Benefit Plan exists or has occurred that could subject IQX to any Liability or Tax under Part 5 of Title I of ERISA or Section 4975 of the Code. With the exception of the requirements of Section 4980B of the Code and, except as set forth on Schedule -------- 4.21, no post-retirement benefits are provided under any IQX Employee Benefit ---- Plan that is a welfare benefit plan descriptions and summaries as described in Section 3(1) of material modificationsERISA. Except as set forth on Schedule 4.21, IQX does not have any early retirement ------------- options or plans pursuant to which employees may choose to take early retirement. Except as set forth on Schedule 4.21, no shares of capital stock ------------- are reserved and/or eligible to be issued pursuant to any stock option, stock appreciation, stock grant or similar plan of IQX.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All employee compensation, incentive, fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements including golden parachute agreements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) covering any active or former employee, deferred compensationdirector or consultant of TARGET (“TARGET Employee” which shall for this purpose mean an employee of TARGET or an ERISA Affiliate (as defined below)), stock optionany subsidiary of TARGET or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with TARGET within the meaning of Section 414 of the Code (an “ERISA Affiliate”), stock purchaseor with respect to which TARGET has or, restricted stockto its Knowledge, stock appreciation rightsmay in the future have Liability, other equityare listed in Schedule 2.12-based, incentive a previously delivered to AHI and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements ACQUISITION by TARGET (the “Company TARGET Plans”). Correct TARGET has provided or will make available to AHI and ACQUISITION: (i) correct and complete copies of the following documents, with respect to all documents embodying each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: TARGET Plan including (Awithout limitation) any Company Plans, together with all amendments and attachments thereto; (B) , all related trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto material written agreements and the latest financial statements thereofcontracts relating to each such TARGET Plan; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code in connection with each TARGET Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each TARGET Plan; (iv) all IRS determination, opinion, notification and advisory letters; (v) all material correspondence to or from any governmental agency relating to any TARGET Plan; (vi) all forms and related notices required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (vii) the most recent discrimination tests for each TARGET Plan; (viii) the most recent actuarial reportvaluations, if any, prepared for each TARGET Plan; (Dix) if the TARGET Plan is funded, the most recent IRS determination letterannual periodic accounting of the TARGET Plan assets; and (Ex) summary plan descriptions all communication to TARGET Employees relating to any TARGET Plan and summaries any proposed TARGET Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material modificationsliability to TARGET or any ERISA Affiliate.

Employee Benefit Plans. (i) Section 3.2(w)(iSchedule 4(m) lists all of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation planspension, programsretirement, Contractsprofit sharing, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)savings, deferred compensation, health, life insurance, disability, accidental death and dismemberment, stock option, stock purchasebonus, restricted stock, stock appreciation rightsright, other equity-basedstock purchase, bonus, incentive and bonus planscompensation, severance, and employmentother employee benefit plans (other than multiemployer plans (as defined in Section 3(37) of ERISA)) maintained or contributed to by Sellers, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control the Companies or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, Subsidiary with respect to each current or former employees of the Company Plans Companies or the Subsidiary or the employees listed on Schedule 8(f)-2 (the "Bakery Employee Benefit Plans"). Sellers have been delivered to, or made available for inspection by, Buyer a copy of each Bakery Employee Benefit Plan, including all amendments thereto. Sellers have provided or made available to Purchaser Buyer the name of each multiemployer plan contributed to by CompanySellers, the Companies or the Subsidiaries with respect to the extent applicableemployees of the Companies or the Subsidiary or the employees listed on Schedule 8(f)-2, and Sellers, the Companies and the Subsidiaries have made all contributions which are due under each such multiemployer plan and have not withdrawn from any such multiemployer plan. With respect to each Bakery Employee Benefit Plan to be assumed or retained by Buyer, the Companies or the Subsidiary on or after the Closing, Sellers have delivered to, or made available for inspection by, Buyer a copy of: (Ai) any Company Planstrust agreements thereunder, together with all amendments and attachments thereto; (Bii) all trust documentsany current summary plan descriptions, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ciii) the most recent annual report on IRS Forms 5500, financial statements and actuarial reports, if applicable, and (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (Div) the most recent IRS Internal Revenue Service determination letter; and (E) summary plan descriptions and summaries of material modifications, if applicable.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Attached hereto as Schedule sets forth as of the date hereof a true 4.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). Schedule 4.22 sets forth all of the Plans that have been terminated within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, restricted stockas well as with all other applicable laws, stock appreciation rightsand, other equity-basedin all material respects, incentive have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of Schedule 4.22. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. None of: (i) the Stockholder; (ii) any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Plans does not currently have been delivered (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multi- employer pension plan" (as defined in ERISA Section 4001(a)(14), together with all amendments and attachments thereto; nor has any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and the latest financial statements Sections 4201, 4202, 4203, 4204, or 4205 thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.been incurred by any Plan. Further:

Employee Benefit Plans. Schedule 3.7(a) lists each current employee welfare benefit plan, employee pension benefit plan, deferred compensation plan, bonus plan, stock option plan, employee stock purchase plan, hospitalization plan, employees' insurance plan or other employee or independent contractor benefit plan maintained or contributed to, directly or indirectly, by any Veltxx Xxxup Member (i) Section 3.2(w)(i) all of the Company Disclosure foregoing are collectively referred to herein as the "Employee Benefit Plans"), excluding, however, any policies concerning holidays and vacations or any requirements under the Ontario Employment Standards Act, or any Employee Benefit Plans disclosed in any other Schedule sets forth to this Agreement. All Employee Benefit Plans have at all times been administered in compliance with all applicable laws, rules, regulations, orders, judgments, decrees and other requirements of governmental authorities (collectively the "Employee Benefit Laws"). With respect to each Employee benefit Plan: (1) all required reports have been timely filed, (2) all notices required by the Employee Benefit Laws have been timely filed, (3) all funding requirements and/or contributions have been timely made, and (4) during the past five (5) years there have been no actions, lawsuits, grievances or other litigation or written claims with respect thereto, the assets thereof or any fiduciary thereof (other than routine claims for benefits in accordance with the terms thereof). Except as of disclosed on Schedule 3.7(a), there are no Employee Benefit Plans which are subject to qualification under the date hereof a true and complete list Employee Benefit Laws. The value of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who accrued benefits are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) fully funded by the assets of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the such Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Benefit Plans”). Correct True and complete copies of all Employee Benefit Plans have been made available to Buyer, together with copies of the following documentsmost recent determination letters, if any, with respect to each such Employee Benefit Plan, copies of the Company Plans have been delivered or made available to Purchaser by Companyall annual reports with respect thereto, and, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and copies of the most recent actuarial report; (D) reports 36 40 and trustee reports with respect to each such Employee Benefit Plan. Except as disclosed on Schedule 3.7(b), no Veltxx Xxxup Member has participated in any multiemployer plan or has at any time maintained or contributed to, directly or indirectly, any defined benefit employee plan. The terminations of all employee benefit plans have been approved, where required, by all appropriate governmental authorities, and the Veltxx Xxxup has no liabilities or obligations for any employee benefit plans which have at any time been terminated, except as disclosed in the Financial Statements or on Schedule 3.7(c). No liens under the Employee Benefit Laws exist on any of the assets of any Veltxx Xxxup Member, except to the extent reflected in the Financial Statements or which have arisen after the date of the most recent IRS determination letter; Financial Statements in the ordinary course of business and which are consistent with the past amounts as reflected in the Financial Statements. Except as set forth on Schedule 3.7(d), each Veltxx Xxxup Member has paid or accrued in the Financial Statements or otherwise accrued or provided for in its books and records all amounts due and owing through the date hereof to their respective employees (E) summary plan descriptions including bonuses or any other accrued compensation), under all Employee Benefit Plans and summaries each Veltxx Xxxup Member has withheld all amounts required by law or any Employee Benefit Plan to be withheld from the wages or salaries of material modificationsits employees.

Employee Benefit Plans. (i) a. Section 3.2(w)(i3.11(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all each material domestic and foreign (i) “employee benefit and compensation plan” as that term is defined in Section 3(3) of ERISA, (ii) employment, consulting, pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, bonus or other incentive plans, programs, Contractspolicies or agreements and (iii) medical, commitmentsvision, practices, policies and arrangements, under which any current or former director, officer, employee dental or other service providers who are natural persons (referred to health plans, or life insurance plans, in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefitseach case, that is maintained, sponsored or contributed to by the Company or any of its Subsidiaries Company Subsidiary, or which required to be maintained, sponsored or contributed to by the Company or any Company Subsidiary for the benefit of its Subsidiaries has any obligation to maintaincurrent or former employees, sponsor directors, officers or contribute, or with respect to which consultants of the Company or any of its Company Subsidiaries would incur and/or their dependents or to which the Company or any direct Company Subsidiary has any material liability on or indirect liabilityafter the Effective Time (collectively, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Employee Plans”). Correct The Company has separately identified on Section 3.11(a) of the Company Disclosure Schedule each Employee Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company or any Company Subsidiary primarily for the benefit of employees outside of the United States (each, a “Non-U.S. Benefit Plan”). To the extent applicable, correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser Parent by the Company, to the extent applicable: (A) all Employee Plans and each material document prepared in connection with each such Employee Plan, including any Company Plans, together with all material amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofmost recent annual report on Form 5500 filed with respect to each Employee Plan (if required by applicable Law); (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 summary plan description for each Employee Plan for which a summary plan description is required by applicable Law and all schedules thereto and the most recent actuarial reportrelated summaries of material modifications; (D) the most recent IRS determination determination, notification, or opinion letter, if any, received with respect to any applicable Employee Plan; (E) the most recently prepared actuarial report, if any, and financial statement in connection with each such Employee Plan; (F) each trust or other funding agreement relating to any Employee Plan (as applicable); and (EG) summary plan descriptions if such Employee Plan is a Non-U.S. Benefit Plan, documents that are substantially comparable (taking into account differences in applicable Laws and summaries of material modificationspractices) to the documents required to be provided in clauses (A) – (F) above.

Employee Benefit Plans. (i) Section 3.2(w)(i) Schedule 6.30 sets out the Vendor’s policies with respect to vacation pay, holiday and/or sick pay and a complete list of all pension, profit sharing, retirement, deferred compensation, insurance, medical, health, share purchase, share option and other employee group or individual benefit plans, programs or arrangements maintained by the Vendor or under which the Vendor has any obligations in respect of, or which otherwise cover, any of the Company Disclosure current or former officers or employees of the Business or their beneficiaries; Schedule 6.30 also sets forth out the general policies, procedures and work related rules in effect with respect to employees of the Business, whether written or oral, including but not limited to, policies regarding holidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to Vendor provided automobiles and expense requirements; the policies, plans, programs, policies, practices and procedures set out in Schedule 6.30 are hereinafter individually referred to as a “Plan” and collectively referred to as the “Plans”; true and complete copies of all documents, as they may have been amended to the date hereof, embodying or relating to all Plans, including true and complete copies of the most recent annual actuarial valuation report, if any, Plan descriptions, and the most recent periodic accountings related to Plan assets and liabilities, have been delivered to the Purchaser and, to the best of the Vendor’s knowledge, the information contained in such documents is true and correct in all material respects as of the date hereof a true of such reports; the Vendor has made all payments due and complete list payable by the Vendor to date under or with respect to each Plan, and all amounts properly accrued to date as liabilities of the Vendor under or with respect to each Plan which have not been paid have been recorded on the books of the Vendor; the Vendor has performed all material domestic obligations required to be performed by it under, and foreign benefit is not in default under or in violation of, any Plan; the Vendor is in compliance in all material respects with the requirements prescribed by all statutes, orders or governmental rules or regulations applicable to the Plans; and compensation plansthere are no material actions, programssuits or claims pending (other than routine claims for benefits) or, Contractsto the knowledge of the Vendor, commitmentsthreatened, practicesagainst any Plan or against the assets of any Plan; Plans are duly registered where required by, policies and arrangementsare in good standing under, all applicable legislation; all employee and employer contributions and premiums under which Plans to the date of Closing have been made and any current and all funds established under Plans are funded in accordance with applicable regulatory requirements and the rules of such Plans and there exist no going concern unfunded actuarial liabilities or former directorsolvency deficiencies under any Plan. Except as disclosed in Schedule 6.30, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries the Vendor does not and has any present or future right to benefits, that is not maintained, sponsored or contributed to by Company any pension, retirement or other deferred compensation plan and has not made or granted or committed to make or grant any of its Subsidiaries or which Company or benefit improvements to any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive Plan and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans no funds have been delivered or made available to Purchaser withdrawn by Company, to the extent applicable: (A) Vendor from any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsPlan.

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 3.10(a) of the Company Disclosure Schedule Schedules sets forth as of the date hereof a true correct and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(wi) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation) and all bonus, stock option, incentive equity or equity-based compensation, stock purchase, restricted stock, stock appreciation rightsincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance pay, and vacation pay, or other equity-based, incentive and bonus compensation or benefit plans, programs, policies or arrangements, whether written or oral, in each case maintained, contributed to or sponsored by the Company or any of its Subsidiaries for the benefit of any current or former employee, officer or director of the Company or any of its Subsidiaries and (ii) employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control control, severance or severance plansother contracts, programsagreements or arrangements, Contractswhether written or oral, commitmentsin each case which the Company or any of its Subsidiaries has any obligation or liability, practicescontingent or otherwise, policies and arrangements with respect to any current or former employee, officer or director of the Company or such Subsidiaries (collectively, the “Company Employee Plans”). Correct The Company has made available to Parent true, correct and complete copies of the following documents, with respect to (i) each of the Company Plans have been delivered or made available to Purchaser by CompanyEmployee Plan (or, to the extent applicable: (Ano such copy exists, an accurate description of the material terms thereof) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; thereto, (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 required to be filed with the IRS with respect to each Employee Plan and all schedules thereto (if any such report was required) and the most recent actuarial report; , if any, (Diii) the most recent IRS determination letter; letter for each Employee Plan, if any, (iv) the most recent summary plan description for each Employee Plan for which such summary plan description is required, and (Ev) summary plan descriptions each trust agreement and summaries of material modificationsinsurance or group annuity contract relating to any Employee Plan and all amendments thereto.

Employee Benefit Plans. (ia) Section 3.2(w)(i) With respect to each pension, savings, profit sharing, retirement, deferred compensation, employment, welfare, fringe benefit, insurance, short and long term disability, medical, death benefit, incentive, bonus, stock, other equity-based, vacation pay, severance pay, cafeteria plan and other material plan, program or arrangement for the benefit of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former directoremployee, officer, employee director or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) officer of the Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributeSubsidiary, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liabilitytheir beneficiaries, including, but not limited to, including each “employee benefit plansplan” within the meaning of (as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), deferred compensationthat is sponsored or maintained by Company and/or by one or more Company Subsidiaries or to which the Company and/or one or more Company Subsidiaries has any present or future liability or contingent liability (each, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the a “Company PlansPlan”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been has delivered or made available to Purchaser by CompanyParent current, accurate and complete copies of each of the following together with, when applicable, all amendments: (i) the Plan, or, if the Plan has not been reduced to writing, a written summary of its material terms, (ii) if the Plan is subject to the extent applicable: (A) any Company Plansdisclosure requirement of Title I of ERISA, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangementsthe summary plan description, and all amendments thereto and in the latest financial statements thereof; case of each other Plan, any similar employee summary, (Ciii) if the Plan is intended to be qualified under Section 401(a) of the Code, the most recent annual report on IRS determination letter (or opinion letter upon which the Company is entitled to rely) issued by the Internal Revenue Service (“Internal Revenue ServiceIRS”), (iv) if the Plan is subject to the requirement that a Form 5500 series annual report/return be filed, the three most recently filed annual reports/returns, (v) all related trust agreements, group annuity contracts and all schedules thereto and administrative services agreements, (vi) for each Plan that is funded, the three most recent financial statements and actuarial report; (D) the most recent IRS determination letter; reports for each such Plan, and (Evii) summary plan descriptions and summaries any correspondence with the IRS, the Department of Labor or any governmental entity with respect to any audit or examination of any Plan since June 30, 2005. The Company Disclosure Schedule sets forth a list of all material modificationsPlans.

Employee Benefit Plans. (i) Section 3.2(w)(i) 3.9 of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign employee welfare benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons plans (referred to as defined in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), deferred compensationemployee pension benefit plans (as defined in Section 3(2) of ERISA) and all other bonus, stock option, restricted stock grant, stock purchase, restricted stockbenefit, stock appreciation rightsprofit sharing, other equity-based, incentive and bonus plans, and employment, consulting, termination, retentionsavings, retirement, post-retirementdisability, tax gross-upinsurance, incentive, deferred compensation and other similar fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance employee benefit plans, programsprograms or arrangements sponsored, Contractsmaintained, commitmentscontributed to or required to be contributed to by the Company or any other entity, practiceswhether or not incorporated, policies and arrangements that together with the Company would be deemed a “single employer” for purposes of Section 414 of the Code or Section 4001 of ERISA (an “ERISA Affiliate”) for the benefit of, or relating to, any current or former employee, director or other independent contractor of, or consultant to, the Company or any of its Subsidiaries (together, the “Company Employee Plans”). Correct The Company has delivered to Holdings and Merger Sub true and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (Ai) any Company all Employee Plans, together with all amendments and attachments thereto; , (Bii) all trust documentsthe latest Internal Revenue Service determination letters obtained with respect to any Employee Plan intended to be qualified under Section 401(a) or 501(a) of the Code, insurance Contracts and other documents establishing other funding arrangements(iii) the two most recent annual actuarial valuation reports, if any, (iv) the two most recently filed Forms 5500 together with Schedule A and/or B thereto, if any, (v) the “summary plan description” (as defined in ERISA), if any, and all amendments modifications thereto communicated to employees, and the latest financial statements thereof; (Cvi) the two most recent annual report and periodic accountings of related plan assets. The Company has delivered to Holdings and Merger Sub a correct and complete list of each Option, including the holder, date of grant, exercise price and number of shares of Company Common Stock subject thereto. Neither the Company or any of its Subsidiaries nor, to the knowledge of the Company, any of their respective directors, officers, employees or agents has, with respect to any Employee Plan, engaged in or been a party to any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company or any of its Subsidiaries or any Employee Plan. Except as set forth in Section 3.9 of the Company Disclosure Schedule, all Employee Plans have been approved and administered in accordance with their terms and are in compliance in all material respects with the currently applicable requirements prescribed by all statutes, orders, or governmental rules or regulations currently in effect with respect to such Employee Plans, including, but not limited to, ERISA and the Code and there are no pending or, to the knowledge of the Company, threatened claims, lawsuits or arbitrations (other than routine claims for benefits), relating to any of the Employee Plans, or the assets of any trust for any Employee Plan. Each Employee Plan intended to qualify under Section 401(a) of the Code, and the trusts created thereunder intended to be exempt from tax under the provisions of Section 501(a) of the Code, either (i) has received a favorable determination letter from the Internal Revenue Service to such effect or (ii) is still within the “remedial amendment period,” as described in Section 401(b) of the Code and the regulations thereunder. All contributions or payments required to be made or accrued before the Effective Time under the terms of any Employee Plan will have been made by the Effective Time. Neither the Company nor any of its ERISA Affiliates contributes, nor within the six-year period ending on IRS the date hereof has any of them contributed or been obligated to contribute, to any plan, program or agreement which is a “multiemployer plan” (as defined in Section 3(37) of ERISA) or which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. No Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Company or any of its Subsidiaries for periods extending beyond their retirement or other termination of service, other than coverage mandated by applicable law. No condition exists that would prevent the Company or any of its Subsidiaries from amending or terminating any Employee Plan providing health or medical benefits in respect of any active employee of the Company or any of its Subsidiaries. Except as set forth in Section 3.9 of the Company Disclosure Schedule, no amounts payable under any Employee Plan or otherwise will fail to be deductible to the Company, the Surviving Corporation or their Subsidiaries for federal income tax purposes by virtue of Section 162(m) or 280G of the Code. Except as set forth in Section 3.9 of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with any other event, (i) entitle any current or former employee, director or officer of the Company or any of its Subsidiaries to severance pay or any other payment, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee, director or officer or (iii) require the Company to place in trust or otherwise set aside any amounts in respect of severance pay or otherwise. The assets of the Company’s Benefit Reserve Trust established in respect of the Company’s Select Executive Retirement Plan have a fair market value not less than the benefit liabilities under the Company’s Select Executive Retirement Plan and may be liquidated within three business days at such fair market value (less normal transaction costs). The maximum amount of cash compensation and benefits that could be payable by the Company or any Subsidiary under all Employee Plans and any other compensatory plan, program or agreement to which the Company or any Subsidiary is a party, as a result (in whole or in part) of the transactions contemplated by this Agreement does not exceed $17.5 million (based upon the assumptions set forth in Section 3.9 of the Company Disclosure Schedule). No “leased employees,” as that term is defined in Section 414(n) of the Code, perform services for the Company or any Subsidiary. Neither the Company nor any Subsidiary has used the services of workers provided by third party contract labor suppliers, temporary employees, such “leased employees,” or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any Employee Plan or the imposition of penalties or excise taxes with respect to any Employee Plan by the Internal Revenue Service”, the Department of Labor, or any other Governmental Entity. Except for determination letters issued by the Internal Revenue Service with respect to plans intended to qualify under Section 401(a) Form 5500 of the Code, neither the Company, any Subsidiary nor any ERISA Affiliate is a party to any agreement or understanding, whether written or unwritten, with the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation in regard to any Employee Plan. No representations or communications, oral or written, with respect to the participation, eligibility for benefits, vesting, benefit accrual or coverage under any Employee Plan have been made to current or former employees or directors (or any of their representative s or beneficiaries) of the Company or any Subsidiary that are not in accordance with the terms and all schedules thereto and conditions of the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsEmployee Plans.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth Attached hereto as of the date hereof a true SCHEDULE 5.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multiemployer plans and all multiple employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored ----- by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, any such plan or arrangement created by any agreements, including any employment agreements and any other agreements containing "golden parachute" provisions and ---------------- deferred compensationcompensation agreements disclosed in SCHEDULE 5.18(A)), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). To the best of the Company's ----- knowledge, restricted stockSCHEDULE 5.22 sets forth each plan or arrangement that would have been an employee pension or welfare benefit plan but for its termination within the past three years. To the best of the Company's knowledge, stock appreciation rightsall Plans are in material compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other equity-basedapplicable laws, incentive and, in all material respects, have been administered, operated and bonus plansmanaged in material accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the ---------------- Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of SCHEDULE 5.22. To the Company Plans have been delivered or made available to Purchaser by Company's knowledge, to the extent applicable: (A) that any Company PlansQualified Plans have not been amended to comply with applicable law, together with the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. To the Company's knowledge, all amendments and attachments thereto; (B) all trust documents, insurance Contracts reports and other documents establishing other funding arrangementsrequired to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, and all amendments thereto but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed except to the extent that the failure to file or distribute such reports or documents would not subject the Company to any material penalty. None of: (i) any Stockholder; (ii) to the knowledge of the Company, any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA which could result in the imposition of a material penalty under ERISA or a material tax under the Code, except in accordance with an applicable exemption or except any such prohibited transaction that results from the conversion of the ESOP to a Profit Sharing Plan (as defined) in Section 5.22(j) below) and the latest financial statements thereofconsequent holding by the Profit Sharing Plan of a promissory note in favor of the Company. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company does not currently have (Cnor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the most recent annual report on IRS Pension Benefit Guaranty Corporation (“"PBGC") with respect to any such Plan under Title ---- IV of ERISA or to the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterService for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (Eas defined in ---------------- ERISA Section 4001(a)(14)) summary plan descriptions and summaries currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multiemployer pension plan" (as -------------------------- defined in ERISA Section 4001(a)(13), nor has any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of material modifications.assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further, within the last three years, except as set forth on SCHEDULE 5.22:

Employee Benefit Plans. (ia) Section 3.2(w)(i4.15(a) of the Company Disclosure Schedule sets forth as of the date hereof Parent Schedules contains a true complete and complete accurate list of all material domestic and foreign employee compensation, incentive, fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, “all "employee benefit plans” " within the meaning of Section 3(3) of ERISA) covering any active or former employee, director or consultant of Parent to be transferred in the Employee Retirement Income Security Act Separation to Spinco ("PARENT EMPLOYEE" which shall for this purpose mean an employee of 1974, as amended (“ERISA”Parent or a Code Affiliate of Parent to be transferred in the Separation to Spinco), deferred compensationany Subsidiary of Parent, stock optionor with respect to which Parent has or, stock purchaseto its knowledge, restricted stockmay in the future have Liability, stock appreciation rights(collectively, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”"PARENT PLANS"). Correct Parent has provided or will make available to Company prior to the Closing: (i) true and complete copies of the following documentsall documents embodying each Parent Plan including, with respect without limitation, all amendments thereto, all trust documents related thereto; and all material written agreements and contracts relating to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretosuch Parent Plan; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Plan; (iv) all IRS determination, opinion, notification and advisory letters relating to each Parent Plan; (v) all material correspondence to or from any Governmental Authority relating to each Parent Plan; (vi) all forms and related notices required under the COBRA; (vii) the most recent discrimination tests for each Parent Plan; (viii) the most recent actuarial reportvaluations, if any, prepared for each Parent Plan; (Dix) if the Parent Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Parent Plan assets; and (Ex) summary plan descriptions all material communication to Parent Employees relating to any Parent Plan and summaries any proposed Parent Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material modificationsliability to Parent or any Code Affiliate.

Employee Benefit Plans. (ia) Section 3.2(w)(iThe Company Plans covering any active employee, former employee, director or consultant of Company, any Subsidiary or any trade or business (whether or not incorporated) that is an Affiliate of the Company Disclosure Schedule sets forth as within the meaning of Section 414 of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributeCode, or with respect to which Company has or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within may in the meaning of future have liability are listed on Section 3(33.14(a) of the Company Disclosure Schedule. The Company has provided to Parent: (i) correct and complete copies of all documents embodying each plan listed on Section 3.14(a) of the Company Disclosure Schedule including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)amended, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change or the Code in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies connection with each plan listed on Section 3.14(a) of the following documentsCompany Disclosure Schedule; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under the Employee Retirement Income Security Act of 1974, as amended, with respect to each plan; (iv) all Internal Revenue Service determination, opinion, notification and advisory letters relating to any plan listed on Section 3.14(a) of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoDisclosure Schedule; (Bv) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and material correspondence to or from any governmental agency relating to any plan listed on Section 3.14(a) of the latest financial statements thereofCompany Disclosure Schedule; (Cvi) all discrimination tests for each plan listed on Section 3.14(a) of the Company Disclosure Schedule, if applicable, for the most recent annual report three plan years; and (vii) if the Plan listed on IRS (“Internal Revenue Service”Section 3.14(a) Form 5500 and all schedules thereto and of the Company Disclosure Schedule is funded, the most recent actuarial report; (D) periodic accounting of the most recent IRS determination letter; and (E) summary plan descriptions and summaries assets of material modificationssuch plan.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company The Disclosure Schedule sets forth as of the date hereof contains a true complete and complete correct list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of , arrangements, commitments and payroll practices (whether or not employee benefit plans ("Employee Benefit Plans") as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), including, without limitation, sick leave, vacation pay, severance pay, salary continuation for disability, consulting or other compensation arrangements, retirement, deferred compensation, stock optionbonus, incentive compensation, stock purchase, restricted stockstock option, stock appreciation rightshealth including hospitalization, other equity-basedmedical and dental, incentive life insurance and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (scholarship programs maintained for the “Company Plans”). Correct and complete copies benefit of any employees of the following documentsCompany or any ERISA Affiliate (as defined below) or to which the Company or any ERISA Affiliate has contributed or is or was within the last six years obligated to make payments. The Company has delivered to Envirogen, with respect to each all benefit plans, arrangements, commitments or payroll practices required to be listed on the Disclosure Schedule, true, complete and correct copies of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicablefollowing: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust plan documents, insurance Contracts handbooks, manuals, collective bargaining agreements and other similar documents establishing other funding arrangementsgoverning employment policies, practices and procedures; all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 summary plan descriptions and any subsequent summaries of material modifications and all schedules thereto and other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the most recent three plan years; the most recent report of the enrolled actuary for all defined benefit plans, funded welfare plans or other plans requiring actuarial reportvaluation; (D) the all trust agreements with respect to employee benefit plans; plan contracts with service providers and plan contracts with insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; most recent annual audit and accounting of plan assets for all funded plans; and most recent IRS determination letter; and letter for all plans qualified under Code section 401(a). As used herein, "ERISA Affiliate" shall refer to any trade or business, whether or not incorporated, under common control with the Company within the meaning of Section 414(b), (Ec), (m) summary plan descriptions and summaries or (o) of material modificationsthe Code.

Employee Benefit Plans. (i) Section 3.2(w)(iSchedule 5.2(n)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of lists all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practicescontracts, policies and arrangements, under which any or arrangements covering current or former director, officer, employee employees of FULB and/or UBB and current or other service providers who are natural persons (referred to in this Section 3.2(w) as “former directors or independent contractors”) (contractors of FULB and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liabilityUBB, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-stock based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies and or other arrangements (the “Company FULB Benefit Plans”). Correct FULB and UBB have previously made available to BAY true and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) all FULB Benefit Plans including, but not limited to, any Company Plans, together with trust instruments and insurance contracts forming a part of any FULB Benefit Plans and all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“Internal Revenue ServiceIRS”) Form 5500 or Department of Labor (the “DOL”), as applicable, and all schedules thereto any financial statements and opinions required by Sections 103(a)(3) and 103(e) of ERISA with respect to each FULB Benefit Plan; (C) for each FULB Benefit Plan which is a “top-hat” plan, a copy of filings with the most recent actuarial reportDOL; (D) the most recent determination letter issued by the IRS determination letter(or, in the case of an FULB Benefit Plan maintained pursuant to the adoption of a prototype or volume submitter document a copy of an opinion or notification letter issued by the IRS to the sponsor of the prototype or volume submitter document upon which FULB is entitled to rely stating that the form of the prototype or volume submitter plan document is acceptable for the establishment of a qualified retirement plan), for each FULB Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each FULB Benefit Plan; (F) the most recent actuarial report, if any relating to each FULB Benefit Plan; (G) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; and (EH) the most recent summary plan descriptions and summaries annual report for each FULB Benefit Plan required to provide summary annual reports by Section 104 of material modificationsERISA.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Twin Oaks’ Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic pension, retirement, savings, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programscontracts, Contracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans,” within the meaning of as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus planswelfare policies, and employmentcontracts, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies plans and arrangements and all trust agreements related thereto with respect to any present or former directors, officers or other employees of Twin Oaks (hereinafter referred to collectively as the “Company Twin Oaks Employee Plans”). Correct and complete copies There has been no announcement or commitment by Twin Oaks to create an additional Twin Oaks Employee Plan, or to amend any Twin Oaks Employee Plan, except for amendments required by applicable law that do not materially increase the cost of the following documents, with such Twin Oaks Employee Plan. With respect to each of the Company Plans have been delivered or Twin Oaks Employee Plan, Twin Oaks has previously made available to Purchaser by Company, to the extent applicable: Ottawa a true and correct copy of (A) any Company Plansthe annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, together with all amendments and attachments thereto; if required to be filed, (B) all trust documentssuch Twin Oaks Employee Plan, insurance Contracts and other documents establishing other funding arrangementsincluding amendments thereto, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; each trust agreement, insurance contract or other funding arrangement relating to such Twin Oaks Employee Plan, including amendments thereto, (D) the most recent IRS determination letter; summary plan description and summary of material modifications thereto for such Twin Oaks Employee Plan, to the extent available, if the Twin Oaks Employee Plan is subject to Title I of ERISA, and (E) summary plan descriptions the most recent actuarial report or valuation if such Twin Oaks Employee Plan is a Twin Oaks Pension Plan and summaries any subsequent changes to the actuarial assumptions contained therein. Each Twin Oaks Employee Plan that provides for the payment of “deferred compensation,” including any employment agreement between Twin Oaks and any employee, complies in all material modificationsrespects with Section 409A of the IRC.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Target's Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programscontracts, Contracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “"employee benefit plans” within the meaning of ," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, ERISA (as amended (“ERISA”defined in SECTION 8.1), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus planswelfare policies, and employmentcontracts, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies plans and arrangements (the “Company Plans”). Correct and complete copies of the following documents, all trust agreements related thereto with respect to each any present or former directors, officers or other employees of Target or any of its Subsidiaries (hereinafter referred to collectively as the Company Plans have been "TARGET EMPLOYEE PLANS"). Target has previously delivered or made available to Purchaser Acquiror true and complete copies of each agreement, plan and other documents referenced in Target's Disclosure Letter. There has been no announcement or commitment by CompanyTarget or any of its Subsidiaries to create an additional Target Employee Plan, or to amend any Target Employee Plan, except for amendments required by applicable law which do not materially increase the extent applicable: cost of such Target Employee Plan. With respect to each Target Employee Plan, Target has previously made available to Acquiror a true and correct copy of (A) any Company Plansthe annual report on the applicable form of the Form 5500 series filed with the IRS (as defined in SECTION 8.1) for the most recent three plan years, together with all amendments and attachments thereto; if required to be filed, (B) all trust documentssuch Target Employee Plan, insurance Contracts and other documents establishing other funding arrangementsincluding amendments thereto, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; each trust agreement, insurance contract or other funding arrangement relating to such Target Employee Plan, including amendments thereto, (D) the most recent IRS determination letter; summary plan description and summary of material modifications thereto for such Target Employee Plan, to the extent available, if the Target Employee Plan is subject to Title I of ERISA, (E) summary plan descriptions the most recent actuarial report or valuation if such Target Employee Plan is a Target Pension Plan (as defined below) and summaries of material modificationsany subsequent changes to the actuarial assumptions contained therein and (F) the most recent determination letter issued by the IRS if such Target Employee Plan is a Target Qualified Plan (as defined below).

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All employee compensation, incentive, fringe or benefit and compensation plans, programs, Contractspolicies, commitmentscommitments or other arrangements (whether or not set forth in a written document and including, practiceswithout limitation, policies and arrangements, under which all “employee benefit plans” (within the meaning of Section 3(3) of ERISA) (the “Synergy Plans”) covering (i) any current active or former directoremployee, officerdirector or consultant of Synergy, employee (ii) any subsidiary of Synergy, or other service providers who are natural persons (referred to in this Section 3.2(wiii) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contributeAffiliate, or with respect to which Company Synergy has or, to Synergy’s knowledge, may in the future have liability (excluding consideration of Callisto and its subsidiaries as Affiliates following the Effective Time), are listed in Section 3.11(a) of the Synergy Disclosure Letter. Synergy has provided to Callisto: (i) correct and complete copies of all documents embodying each Synergy Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Synergy Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Synergy Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Synergy Plan; (iv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to such application or letter; (v) all material correspondence to or from any governmental agency relating to any Synergy Plan; (vi) all COBRA forms and related notices within the last three (3) years; (vii) all discrimination tests for each Synergy Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Synergy Plan; (xi) if the Synergy Plans is funded, the most recent annual and periodic accounting of its Subsidiaries would incur any direct or indirect liabilitySynergy Plan assets; (x) all material written agreements and contracts relating to each Synergy Plan, including, but not limited to, “employee benefit plans” administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications to employees or former employees within the meaning last three (3) years relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, payments or vesting schedules or other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change events which would result in control any material liability under any Synergy Plan or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoproposed Synergy Plan; (Bxii) all trust documents, policies pertaining to fiduciary liability insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and covering the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterfiduciaries for each Synergy Plan; and (Exiii) summary plan descriptions all registration statements, annual reports (Form 11-K and summaries of material modificationsall attachments thereto) and prospectuses prepared in connection with any Synergy Plan.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth Attached hereto as of the date hereof SCHEDULE 5.21 is a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multiemployer plans and all multiple employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored by the Company and ----- each Subsidiary, or to which the Company or any Subsidiary currently contributes (including, without limitation, any such plan or arrangement created by any agreements, including any employment agreements and any other agreements containing "golden parachute" provisions and deferred compensationcompensation agreements, stock option---------------- together with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). To the knowledge of the ----- Company, restricted stockSCHEDULE 5.21 sets forth each plan or arrangement that would have been an employee pension or welfare benefit plan described in the first sentence of this Section 5.21 but for its termination within the past three years. All Plans are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, stock appreciation rightsas well as with all other applicable laws, other equity-basedand, incentive in all material respects, have been administered, operated and bonus plansmanaged in substantial accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the --------------- Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, as listed on SCHEDULE 5.21. To the extent that any Qualified Plans have not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. None of: (i) any Stockholder; (ii) any Plan; or (iii) the Company or any Subsidiary has engaged in any non-exempt transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and neither the Company Plans have been delivered nor any Subsidiary currently has (nor at the Closing Date will have) any direct or made available indirect liability whatsoever (including being subject to Purchaser by Companyany statutory lien to secure payment of any such liability), to the extent applicable: Pension Benefit Guaranty Corporation (A"PBGC") with respect to any such Plan ---- under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" with the ---------------- Company (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any Company Plansobligation whatsoever to contribute to any "multiemployer pension plan" (as defined in ERISA Section 4001(a)(14), together with all amendments and attachments thereto; nor has -------------------------- any withdrawal liability whatsoever (Bwhether or not yet assessed) all trust documentsarising under or capable of assertion under Title IV of ERISA (including, insurance Contracts and other documents establishing other funding arrangementsbut not limited to, and all amendments thereto and Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred directly or indirectly by the latest financial statements thereof; (C) the most recent annual report Company. Further, except as set forth on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modifications.SCHEDULE 5.21:

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all All material domestic and foreign benefit and compensation plans, contracts, policies or arrangements (other than workers compensation, unemployment programs, Contractsand payroll practices of SDTB), commitmentsmaintained contributed to, practicesobligated to be contributed to, policies and arrangements, under which any or sponsored by SDTB for the benefit of current or former director, officer, employee employees of SDTB (the "Employees") and current or other service providers who are natural persons (referred to in this Section 3.2(w) as “former directors or independent contractors”) (and/or their respective beneficiaries or dependents) contractors of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, SDTB including, but not limited to, “"employee benefit plans” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and severance, employment, change in control, fringe benefit, deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-stock based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plansagreements, programs, Contracts, commitments, practices, policies and or other arrangements (the “Company "Benefit Plans”"), are set forth in Section 5.03(m)(i) of SDTB's Disclosure Schedule. Correct True and complete copies of the following documents, with respect to each of the Company Plans documents have been delivered provided or made available to Purchaser by Company, to the extent applicablePPBI: (A) all Benefit Plans including, but not limited to, any Company Plans, together with trust instruments and insurance contracts forming a part of any Benefit Plans and all amendments and attachments thereto; (B) the three most recent annual report (Form 5500), together with all trust documentsschedules, insurance Contracts and other documents establishing other funding arrangementsas required, filed with the Internal Revenue Service ("IRS") or Department of Labor (the "DOL"), as applicable, and all amendments thereto and the latest any financial statements thereofand opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a "top-hat" plan, a copy of filings with the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial reportDOL; (D) the most recent determination (or opinion or advisory, as applicable) letter issued by the IRS determination letterfor each Benefit Plan that is intended to be "qualified" under Section 401(a) of the Code; (E) the most recent summary plan description and any summary of material modifications, as required, for each Benefit Plan; (F) the three most recent actuarial report, if any relating to each Benefit Plan; (G) the most recent actuarial valuation, study or estimate of any retiree medical and life insurance benefits plan or supplemental retirement benefits plan; (H) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 104 of ERISA; and (EI) summary plan descriptions the most recent minimum coverage and summaries of material modificationsdiscrimination testing results for each applicable Benefit Plan.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth Attached hereto as of the date hereof a true SCHEDULE 5.22 are complete and complete list accurate copies of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section , all employee welfare benefit plans, all employee pension benefit plans, all multiemployer plans and all multiple employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), which are currently maintained and/or sponsored ----- by the Company, or to which the Company currently contributes, or has an obligation to contribute in the future (including, without limitation, any such plan or arrangement created by any agreements, including any employment agreements and any other agreements containing "golden parachute" provisions and ---------------- deferred compensationcompensation agreements disclosed in SCHEDULE 5.18(A)), stock optiontogether with copies of any trusts related thereto and a classification of employees covered thereby (collectively, stock purchasethe "Plans"). To the best of the Company's knowledge, restricted stock----- SCHEDULE 5.22 sets forth each plan or arrangement that would have been an employee pension or welfare benefit plan but for its termination within the past three years. To the best of the Company's knowledge, stock appreciation rightsall Plans are in material compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other equity-basedapplicable laws, incentive and, in all material respects, have been administered, operated and bonus plansmanaged in material accordance with the governing documents. All Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) ---------------- of the Code have been determined by the Internal Revenue Service to be so qualified, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies of the following documentscurrent plan determination letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are included as part of SCHEDULE 5.22. To the Company Plans have been delivered or made available to Purchaser by Company's knowledge, to the extent applicable: (A) that any Company PlansQualified Plans have not been amended to comply with applicable law, together with the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. To the Company's knowledge, all amendments and attachments thereto; (B) all trust documents, insurance Contracts reports and other documents establishing other funding arrangementsrequired to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, and all amendments thereto but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed except to the extent that the failure to file or distribute such reports or documents would not subject the Company to any material penalty. None of: (i) any Shareholder; (ii) to the knowledge of the Company, any Plan; or (iii) the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA which could result in the imposition of a material penalty under ERISA or a material tax under the Code, except in accordance with an applicable exemption or except any such prohibited transaction that results from the conversion of the ESOP to a Profit Sharing Plan (as defined) in Section 7.19 below) and the latest financial statements thereofconsequent holding by the Profit Sharing Plan of a promissory note in favor of the Company. No Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company does not currently have (Cnor at the Closing Date will have) any direct or indirect liability whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the most recent annual report on IRS Pension Benefit Guaranty Corporation (“"PBGC") with respect to ---- any such Plan under Title IV of ERISA or to the Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letterService for any excise tax or penalty; and neither the Company nor any member of a "controlled ---------- group" (Eas defined in ERISA Section 4001(a)(14)) summary plan descriptions and summaries currently has (or at the ----- Closing Date will have) any obligation whatsoever to contribute to any "multiemployer pension plan" (as defined in ERISA Section 4001(a)(13), nor has -------------------------- any withdrawal liability whatsoever (whether or not yet assessed) arising under or capable of material modifications.assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Further, within the last three years, except as set forth on SCHEDULE 5.22:

Employee Benefit Plans. (i) Section 3.2(w)(i) 2.14 of the Company Disclosure Schedule sets forth as of the date hereof ---------------------- includes a true correct and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, whether of an individual or collective nature and including arrangements based on works custom (betriebliche Ubung), regarding (i) special payments, other than those payments required under which any current the employment agreements set for in Section 2.14 of the Disclosure Schedules, such as anniversary, holiday or former directorjubilee payments, officerbonuses and other incentives, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to arrangements providing for success related benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, and stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements similar rights (the “"Employee Benefits") and (ii) pensions (betriebliche Altersversorgung); ("Pensions"), under which the Company Plans”)has any obligations. Correct All obligations due for payments and complete copies of the following documents, contributions with respect to each the Employee Benefits and Pensions have been paid by the Company. The Employee Benefits and Pension programs have been administered in accordance with their terms and in compliance with the requirements prescribed by any and all statutes, rules and regulations; and the Company has performed all obligations required to be performed by it in connection therewith, is not in any material respect in default under or violation of, and the Company Shareholders have no knowledge of any default or violation in connection therewith. The Company has prepared in good faith and timely filed all requisite governmental reports (which were true and correct as of the date filed) and has properly and timely filed and distributed or posted all notices and reports to employees or any governmental agency required to be filed, distributed or posted with respect to the Employee Benefits and Pensions. Except for mandatory social and health care benefits pursuant to applicable employment laws and except as set forth in the relevant employment and/or service agreements set forth in Section 2.14 of the Disclosure Schedule, there are no (i) loans to any employee or director or Company Shareholder, (ii) supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit or dependent care, life insurance or accident insurance plans, programs or arrangements, (iii) bonus, pension, profit sharing, savings, deferred compensation or incentive plans, programs or arrangements, (iv) other fringe or employee benefit plans, programs or arrangements that apply to senior management of the Company Plans and that do not generally apply to all employees. All unsatisfied obligations of the Company for the benefit of, or relating to, any former employee, or director of the Company have been delivered reflected in the Financial Statements or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsFinancial Management Report.

Employee Benefit Plans. (ia) Section 3.2(w)(iSchedule 2.14(a) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign benefit and compensation employee plans, programs, Contracts, commitments, practices, policies including any and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “all employee benefit plans” within the meaning of plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended (“ERISA”)and including any profit-sharing, deferred compensation, bonus, stock option, stock purchase, restricted stock bonus, phantom stock, stock appreciation rightsvacation pay, other equity-basedholiday pay, severance, excess, incentive and bonus planscompensation, and salary continuation, medical, life or other insurance, employment, consultingconsulting or supplemental unemployment arrangements, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance including all unwritten employee benefit plans, programs, Contractsagreements and arrangements, commitmentsif any, practicessponsored, policies and arrangements maintained or contributed to or required to be contributed to by any of Seller or any ERISA Affiliate for the benefit of any current or former employee, independent contractor or director (the and/or their dependents or beneficiaries), or with respect to which Seller or any ERISA Affiliate otherwise have any liabilities (“Company Employee Plans”). Correct and complete copies An arrangement will not be excluded from the definition of Employee Plan simply because it only covers one individual or because obligations under the plan arise by reason of the following documentssponsor being a “successor employer” under applicable Laws. In addition, with respect to each of the Company Plans have been delivered or such Employee Plan, Seller has made available to Purchaser by Company, to Buyer complete and correct copies of each of the extent applicablefollowing documents: (Ai) a copy of such Employee Plan documentation (including any Company Plans, together with all amendments and attachments thereto); (Bii) all trust documentsa copy of the three most recent Form 5500 annual reports, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofif any; (Ciii) a copy of the most recent annual report on IRS summary plan description, if any, required under ERISA; (“Internal Revenue Service”iv) Form 5500 and all schedules thereto and if such Employee Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement (including any amendments thereto); (v) if the Employee Plan is intended to be qualified under Section 401(a) of the Code, the most recent actuarial reportdetermination letter received from the Internal Revenue Service (the “IRS”); (Dvi) the most recent IRS determination letterany actuarial reports; and (Evii) summary plan descriptions all correspondence with the IRS, Department of Labor and summaries of material modificationsthe Pension Benefit Guaranty Corporation regarding any Employee Plan within the last three years.

Employee Benefit Plans. (ia) Section 3.2(w)(i3.15(a) of the Company Disclosure Schedule sets forth as of the date hereof Schedules contains a true complete and complete accurate list of all material domestic and foreign employee compensation, incentive, fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, “all "employee benefit plans” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act ERISA) covering any active or former employee, director or consultant of 1974, as amended Company (“ERISA”"COMPANY EMPLOYEE" which shall for this purpose mean an employee of Company or a Code Affiliate of Company), deferred compensationany Subsidiary of Company, stock optionor with respect to which Company has or, stock purchaseto its knowledge, restricted stockmay in the future have Liability (collectively, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”"COMPANY PLANS"). Correct Company has provided or will make available to Parent prior to the Closing: (i) true and complete copies of the following documentsall documents embodying each Company Plan including, with respect to each of the Company Plans have been delivered or made available to Purchaser by Companywithout limitation, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) , all trust documents, insurance Contracts and other documents establishing other funding arrangementsrelated thereto, and all amendments thereto material written agreements and the latest financial statements thereofcontracts relating to each such Company Plan; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Plan; (iv) all IRS determination, opinion, notification and advisory letters relating to each Company Plan; (v) all material correspondence to or from any Governmental Authority relating to each Company Plan; (vi) all forms and related notices required under the COBRA; (vii) the most recent discrimination tests for each Company Plan; (viii) the most recent actuarial reportvaluations, if any, prepared for each Company Plan; (Dix) if the Company Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Company Plan assets; and (Ex) summary plan descriptions all material communication to Company Employees relating to any Company Plan and summaries any proposed Company Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material modificationsliability to Company or any Code Affiliate.

Employee Benefit Plans. (i) Section 3.2(w)(i) of the Company The Roselle Disclosure Schedule sets forth as of the date hereof Letter contains a true complete and complete accurate list of all material domestic pension, retirement, savings, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and foreign other benefit and compensation plans, programscontracts, Contracts, commitments, practices, policies agreements and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans,” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any present or former directors, officers or other employees of Roselle (hereinafter referred to collectively as the “Roselle Employee Plans”). Copies of the Roselle Employee Plans have been previously provided to Columbia. There has been no announcement or commitment by Roselle to create an additional Roselle Employee Plan, or to amend any Roselle Employee Plan, except for amendments required by applicable law that do not materially increase the cost of such Roselle Employee Plan. With respect to each Roselle Employee Plan, Roselle has previously made available to Columbia a true and correct copy of (A) the annual report on the applicable form of the Form 5500 series filed with the IRS for the most recent three plan years, if required to be filed, (B) such Roselle Employee Plan, including amendments thereto, (C) each trust agreement, insurance contract or other funding arrangement relating to such Roselle Employee Plan, including amendments thereto, (D) the most recent summary plan description and summary of material modifications thereto for such Roselle Employee Plan, to the extent available, if the Roselle Employee Plan is subject to Title I of ERISA, (E) the most recent actuarial report or valuation if such Roselle Employee Plan is a Roselle Pension Plan and any subsequent changes to the actuarial assumptions contained therein, (F) all material notices, correspondence and filings within the last three (3) years concerning the IRS, Department of Labor, Pension Benefit Guarantee Corporation (“PBGC”), or other governmental entity requests for information, correction filings, audits or investigations, “prohibited transactions” within the meaning of Section 3(3) 406 of ERISA or Section 4975 of the Employee Retirement Income Security Act Code, or “reportable events” within the meaning of 1974, as amended (“Section 4043 of ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete G) copies of the following documentsmost recently filed IRS Forms 1094 and 1095. Each Roselle Employee Plan that provides for the payment of “deferred compensation,” including any employment agreement between Roselle and any employee, complies in all material respects with respect to each Section 409A of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsIRC.

Employee Benefit Plans. (ia) Section 3.2(w)(i) All Employee Benefit Plans maintained or operated by an Affiliated Company or an ERISA Affiliate of an Affiliated Company or under which it has any Liability are disclosed in section 3.24 of the Affiliated Company Disclosure Schedule. Section 3.24 of the Affiliated Company Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic employee handbooks, manuals, brochures, publications or similar documents of each Affiliated Company regarding personnel matters and foreign benefit hiring, evaluation, supervision, training, termination and compensation planspromotion of employees of an Affiliated Company, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, including but not limited toto an Affiliated Company's affirmative action plan, “employee benefit plans” within if any, kept in the meaning ordinary course of Section 3(3) business ("Personnel Documents"). Learning Curve has furnished to RCE true and correct copies of all the documents listed in section 3.24 of the Employee Retirement Income Security Act of 1974Affiliated Company Disclosure Schedule. True, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive complete and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete correct copies of the following documents, with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicableRCE: (Ai) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangementseach Employee Benefit Plan, and all amendments thereto and the latest financial statements thereof; a written summary of any Employee Benefit Plan not in writing, (Cii) the most recent annual report on IRS (“opinion letter received from the Internal Revenue Service”, (iii) the summary plan description and all summaries of material modifications and all material communications to employees with respect to any Employee Benefit Plan, (iv) the five most recent annual reports on Internal Revenue Service Form 5500 or 5500C required to be filed for each Employee Benefit Plan including Schedule A and all schedules Schedule B thereto (except in the case of an Employee Benefit Plan that has been in existence for less than 5 years, in which case, for as long as it has been in existence), (v) actuarial reports, if applicable, and the most recent actuarial report; (D) the most recent IRS determination letter; periodic accounting of related plan assets, and (Evi) summary plan descriptions all related trust agreements, annuity contracts, insurance contracts or other funding arrangements which implement any Employee Benefit Plan, and summaries (vii) in the case of material modificationsstock options or stock appreciation rights issued under any Employee Benefit Plan which is a stock option or stock appreciation rights plan, a list of holders, dates of grant, number of shares, exercise price per share and dates exercisable, and (viii) each Personnel Document.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof 3.20 contains a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, "employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee pension benefit plans” within the meaning of " (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Company Pension Plans"), deferred compensation"employee welfare benefit plans" (as defined in Section 3(l) of ERISA, hereinafter a "Company Welfare Plan"), stock option, stock purchase, restricted stockincentive, stock appreciation rightsbonus, other equity-baseddeferred compensation plans or arrangements, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-offvacation, change in control control, stay-on bonus plans or severance plansarrangements, programsand other material employee compensation and fringe benefit plans or agreements, Contractsmaintained, commitmentscontributed to, practicesor pursuant to which the Company or any of the Subsidiaries has or may have any liability, policies and arrangements whether or not heretofore terminated (all the “foregoing being herein called "Company Benefit Plans”"). Correct The Company has delivered to IES an accurate list (which is set forth on Schedule 3.20) showing all officers, directors and key employees of the Company, listing all Employment Agreement with such officers, directors and key employees and the rate of compensation (and the portions thereof attributable to salary, bonus and other compensation, respectively) of each of such persons as of (i) December 31, 1997 and (ii) the date hereof. The Company has provided to IES true, complete and correct copies of the following documentsany Employment Agreement for persons listed on Schedule 3.20. Since December 31, with respect to each of the Company Plans 1997, except as disclosed on Schedule 3.20, there have been delivered no increases in the compensation payable or any special bonuses to any officer, director, key employee or other employee, except ordinary salary increases implemented on a basis consistent with past practices. The Company has made available to Purchaser by CompanyIES true, to complete, and correct copies of (i) each Company Benefit Plan and any subsequently adopted amendments thereto (or, in the extent applicable: (A) any case of unwritten Company Benefit Plans, together with all amendments and attachments thereto; descriptions thereof), (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; filed with respect to each Company Benefit Plan (Dif any such report was required), (iii) the most recent IRS determination letter; and (E) summary plan descriptions and description for each Company Benefit Plan for which such a summary plan description is required (with all summaries of material modifications.modifications provided after the most recent summary plan description was distributed), (iv) each trust agreement, group annuity contract and

Employee Benefit Plans. (ia) Section 3.2(w)(i3.17(a) of the Company Disclosure Schedule sets forth as contains a complete and accurate list of each Purchased Subsidiary Benefit Plan, material Seller Benefit Plan and each Multiemployer Plan, including the sponsor of each such Benefit Plan and the contributing employer of each such Multiemployer Plan, and whether such Benefit Plan is primarily for the benefit of Business Employees primarily based outside of the date hereof a true and complete list of all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements U.S. (the “Company Non-U.S. Benefit Plans”). Correct and complete copies of the following documentsFor each material Seller Benefit Plan, with respect to each of the Company Plans have been delivered Seller has provided or made available to Purchaser by Company, to the extent applicable: Buyer a correct and complete summary or copy of such plan (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other provided that complete plan documents establishing other funding arrangements, and all amendments thereto and the latest financial statements most recent determination or opinion letter received from the IRS have been provided with respect to any Benefit Plan that is subject to Section 9.04). For each Purchased Subsidiary Benefit Plan, and each plan or arrangement included on Section 9.05 of the Disclosure Schedule, to the extent applicable, Seller has provided or made available to Buyer: (i) a correct and complete copy of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form), including all amendments thereto, and in the case of any unwritten plan, a summary thereof; , (Cii) the most recently filed annual return/report (Form 5500), including all schedules thereto, (iii) the most recent annual report on determination or opinion letter received from the IRS for Purchased Subsidiary Benefit Plans intended to be qualified under the Code and any determination letter application that is currently in progress, (“Internal Revenue Service”iv) Form 5500 and all schedules thereto and the most recent actuarial report; valuation and financial statement, (Dv) all material reports, letters or other communications received since January 29, 2013 from any Governmental Authority regarding the Purchased Subsidiary Benefit Plan, (vi) all trust agreements, insurance contracts, and other funding agreements (including group annuity contracts, insurance policies, administrative services contracts, and investment management agreements) related to such Purchased Subsidiary Benefit Plan, (vii) the three most recent nondiscrimination testing results and (viii) the most recent IRS determination letter; and (E) summary plan descriptions and summaries description, including any summary of material modifications. For each Multiemployer Plan, Seller has provided or made available to Buyer the following documents in its or its ERISA Affiliates’ possession: (1) plan documents and all amendments thereto, (2) participation agreement and all amendments thereto, (3) trust agreement and all amendments thereto, (4) current withdrawal liability estimate from the Multiemployer Plan, (5) rehabilitation plan and elections thereto, (6) contribution base units and contribution rates for the last ten years, (7) all material communications from plan trustees, union or any Governmental Authority with the Seller or its ERISA Affiliates since January 29, 2013 and that would reasonably be expected to result in a material Liability to the Buyer or the Purchased Subsidiaries, and (8) the latest actuarial valuation report.

Employee Benefit Plans. (ia) Section 3.2(w)(i3.16(a) of the Company Disclosure Schedule sets forth as of the date hereof contains a true and complete list of all material domestic and foreign benefit and compensation planseach material, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “written "employee benefit plans” plan" (within the meaning of Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensationincluding, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, stock purchaseor stock-based award, restricted stockseverance, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consultingcompensation, termination, retention, retirement, postchange-retirement, tax grossin-upcontrol, fringe benefit, relocationcollective bargaining, vacation benefitbonus, personal time-offincentive, change in control or severance deferred compensation, pension, retiree welfare, retention and all other employee benefit plans, agreements, programs, Contractspolicies or other arrangements, commitmentswhether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), practiceswhether formal or informal, legally binding or not, under which any current or former employee, director or independent contractor of the Company or any of its Subsidiaries has any present or future right to benefits and under which the Company or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements (arrangements, whether or not listed in Section 3.16(a) of the “Company Disclosure Schedule, shall be collectively referred to as the "Company Plans”). Correct and complete copies of the following documents, with ." With respect to each of Company Plan, the Company Plans have been delivered or has made available to Purchaser by CompanyParent a current, accurate and complete copy thereof as in effect through the date hereof and, to the extent applicable: (Ai) any Company Plans, together with all amendments and attachments theretorelated trust agreement or other funding instrument; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and determination letter from the most recent actuarial reportIRS, if applicable; (Diii) the most recent IRS determination letter; and (E) any summary plan descriptions and summaries other material, written communications by the Company or any of material modificationsits Subsidiaries to their employees concerning the provision or extent of the benefits provided under any Company Plan; and (iv) for the two most recent plan years (A) the Form 5500 and attached schedules, (B) audited financial statements and (C) actuarial valuation reports.

Employee Benefit Plans. (ia) Section 3.2(w)(i) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of all material domestic and foreign All employee compensation, incentive, fringe or benefit and compensation plans, programs, Contracts, commitmentspolicies, practices, policies and arrangementscontracts, under which any current or former directoragreements, officer, employee commitments or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a written document and including, but not limited towithout limitation, “all "employee benefit plans” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) covering any active or former employee, deferred compensationdirector or consultant of Company, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change any subsidiary of Company or any trade or business (whether or not incorporated) which is a Benefits Affiliate (as defined below)("Employee") with respect to which Company or any Benefits Affiliate has or may in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements the future have liability are listed in Section 2.11(a) of the Company Schedule (the “Company "Plans”"). Correct Company has provided to Parent correct and complete copies of (i) all documents embodying each Plan and management, employment, severance, consulting, relocation, repatriation, expatriation or other written agreements or contracts between the following Company and Employee including (without limitation) all amendments thereto (the "Employee Agreements"), all related trust documents, and all written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretoPlan; (Biv) all trust documentsIRS or DOL determination, insurance Contracts opinion, notification and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereofadvisory letters; (Cv) all material correspondence to or from any governmental agency relating to any Plan; (vi) all standard Company forms of COBRA notice or such similar forms and notices as required under applicable law; (vii) all discrimination tests for each Plan for the most recent three (3) plan years; (viii) the most recent annual report on IRS actuarial valuations, if any, prepared for each Plan; (“Internal Revenue Service”ix) Form 5500 and all schedules thereto and if the Plan is funded, the most recent actuarial reportannual and periodic accounting of Plan assets; (Dx) all written agreements and contracts relating to each Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications to employees or former employees relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability under any Plan or proposed Plan; (xii) all policies pertaining to fiduciary liability insurance covering the most recent IRS determination letterfiduciaries for each Plan; and (Exiii) summary plan descriptions all registration statements, annual reports (Form 11-K and summaries all attachments thereto) and prospectuses prepared in connection with any Plan. For purposes of material modificationsSections 2.11 and 5.8, a "Benefits Affiliate" means any partnership, corporation, association, joint stock company, trust, joint venture, unincorporated organization or other entity that is a member of a controlled group or which is under common control with Company within the meaning of Section 414 of the Code and the rules and regulations promulgated thereunder.

Employee Benefit Plans. (ia) Section 3.2(w)(i4.15(a) of the Company Disclosure Schedule sets forth as of the date hereof Parent Schedules contains a true complete and complete accurate list of all material domestic and foreign employee compensation, incentive, fringe or benefit and compensation plans, programs, Contractspolicies, commitments, practices, policies and arrangements, under which any current or former director, officer, employee agreements or other service providers who are natural persons arrangements (referred to whether or not set forth in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, a -42- 47 written document and including, but not limited towithout limitation, “all "employee benefit plans” " within the meaning of Section 3(3) of ERISA) covering any active or former employee, director or consultant of Parent to be transferred in the Employee Retirement Income Security Act Separation to Spinco ("Parent Employee" which shall for this purpose mean an employee of 1974, as amended (“ERISA”Parent or a Code Affiliate of Parent to be transferred in the Separation to Spinco), deferred compensationany Subsidiary of Parent, stock optionor with respect to which Parent has or, stock purchaseto its knowledge, restricted stockmay in the future have Liability, stock appreciation rights(collectively, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company "Parent Plans”"). Correct Parent has provided or will make available to Company prior to the Closing: (i) true and complete copies of the following documentsall documents embodying each Parent Plan including, with respect without limitation, all amendments thereto, all trust documents related thereto; and all material written agreements and contracts relating to each of the Company Plans have been delivered or made available to Purchaser by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments theretosuch Parent Plan; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Cii) the most recent annual report on IRS reports (“Internal Revenue Service”) Form Series 5500 and all schedules thereto and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Parent Plan; (iv) all IRS determination, opinion, notification and advisory letters relating to each Parent Plan; (v) all material correspondence to or from any Governmental Authority relating to each Parent Plan; (vi) all forms and related notices required under the COBRA; (vii) the most recent discrimination tests for each Parent Plan; (viii) the most recent actuarial reportvaluations, if any, prepared for each Parent Plan; (Dix) if the Parent Plan is funded, the most recent IRS determination letterannual and periodic accounting of the Parent Plan assets; and (Ex) summary plan descriptions all material communication to Parent Employees relating to any Parent Plan and summaries any proposed Parent Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules, or other events which would result in any material modificationsliability to Parent or any Code Affiliate.

Employee Benefit Plans. (ia) Section 3.2(w)(i5.15(a) of the Company Seller Disclosure Schedule sets forth as of the date hereof a true true, correct and complete list of all (i) each material domestic Employee Benefit Plan and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which (ii) a description of any current commitment or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company announcement by any Seller or any of its Subsidiaries has Affiliates of an intention, to create any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “additional employee benefit or compensation plans” within the meaning of Section 3(3) , policies or arrangements for any Employee or Service Provider or to modify, suspend or terminate any Employee Benefit Plan, except as pursuant to any applicable Law. No Employee Benefit Plan is maintained outside of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), deferred compensation, stock option, stock purchase, restricted stock, stock appreciation rights, other equity-based, incentive and bonus plans, and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies jurisdiction of the following documents, with United States. (b) With respect to each of material Employee Benefit Plan, the Company Plans Sellers have been delivered or made available to Purchaser by Companya true, correct and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: , (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ci) the most recent annual report on IRS documents constituting the Employee Benefit Plan, (“Internal Revenue Service”ii) Form 5500 and all schedules thereto and the most recent actuarial report; each related trust agreement or other funding instrument, (Diii) the most recent IRS determination or opinion letter; , if applicable, (iv) the most recent summary plan description, summary of material modifications and all other written communications (or a description of all material oral communications) by the Sellers or any of their respective Affiliates to the Employees concerning the extent of the benefits provided under an Employee Benefit Plan, (v) for the three most recent years (A) Forms 5500 and attached schedules, (B) audited financial statements and (EC) summary actuarial valuation reports and (vi) for the three most recent years, all correspondence with the IRS, the DOL, the SEC or any other Governmental Body regarding the operation or the administration of the Employee Benefit Plan. (c) (i) Each Employee Benefit Plan has been established and administered in accordance with its terms and in material compliance with the applicable provisions of ERISA, the Code and all other applicable Laws, (ii) with respect to each -52- Employee Benefit Plan, all reports, returns, notices and other documentation required to have been filed with or furnished to the IRS, the DOL, the SEC or any other Governmental Body or to the participants or beneficiaries of such Employee Benefit Plan have been filed or furnished on a timely basis, (iii) each Employee Benefit Plan that is intended to be qualified within the meaning of section 401(a) of the Code is so qualified and has received a favorable determination or opinion letter from the IRS to the effect that the Employee Benefit Plan satisfies the requirements of section 401(a) of the Code and that its related trust is exempt from taxation under section 501(a) of the Code and, there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification, (iv) no individual who has performed services for the Business has been improperly excluded from participation in any Employee Benefit Plan, (v) no non-exempt “prohibited transaction” within the meaning of section 406 of ERISA or section 4975 of the Code has occurred involving any Employee Benefit Plan, and (vi) no fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply with the requirements of ERISA, the Code or any other applicable Laws in connection with the administration or investment of the assets of any Employee Benefit Plan. (d) No Seller or any of its ERISA Affiliates has any current or projected Liability in respect of post-employment medical or life insurance benefits for any current or former Employee or Service Provider, except as may be required under COBRA or similar state Law, and at the expense of the current or former Employee or Service Provider. (e) No Seller or any of its ERISA Affiliates sponsors, maintains, contributes to or has any Liability in respect of, or has in the past six years sponsored, maintained, contributed to or had any Liability in respect of, any defined benefit pension plan descriptions (as defined in section 3(35) of ERISA) or plan subject to section 412 of the Code or section 302 of ERISA. (f) No Employee Benefit Plan is a Multiemployer Plan, and summaries none of material modifications.the Sellers and its ERISA Affiliates has at any time maintained or contributed to, or had any Liability in respect of, any Multiemployer Plan. No Employee Benefit Plan is a “multiple employer welfare arrangement” as defined in section 3(40)

Employee Benefit Plans. (ia) Section 3.2(w)(i) 4.28 of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of Exceptions lists all material domestic and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(w) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company or any of its Subsidiaries has any present or future right to benefits, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, “employee benefit plans” within the meaning of plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), deferred compensation) and all bonus, stock option, stock purchase, restricted stockincentive, stock appreciation rightsdeferred compensation, other equity-basedsupplemental retirement, incentive severance and bonus equity plans, programs or arrangements and employment, consulting, termination, retention, retirement, post-retirement, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control any current or former employment or executive compensation or severance plans, programs, Contracts, commitments, practices, policies and arrangements (agreements written or otherwise maintained or contributed to or for the “Company Plans”). Correct and complete copies benefit of or relating to any employee of the following documentsCompany or any of the Subsidiaries, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company or any of the Subsidiaries within the meaning of Section 414 of the Internal Revenue Code (an "ERISA Affiliate") as well as each plan with respect to each which the Company or any Subsidiary or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together the "Employee Plans"), excluding former agreements under which the Company or any Subsidiary has no remaining obligations and any of the foregoing that are required to be maintained by the Company or any Subsidiary under the laws of any foreign jurisdiction. Each of the Company Plans have been delivered or and the Subsidiaries has made available to Purchaser by Company, to the extent applicable: Principal Investors (Aas defined below) any Company Plans, together with all amendments and attachments thereto; a copy of (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (Ci) the most recent annual report on IRS (“Form 5500 filed with the Internal Revenue Service”) Form 5500 Service for each disclosed Employee Plan where such report is required and all schedules thereto and the most recent actuarial report; (Dii) the most recent IRS determination letter; plan documents and trust agreements, if any, governing each such Employee Plan (Eother than those referred to in Section 4(b)(4) summary plan descriptions of ERISA). To the knowledge of the Company, no event has occurred and summaries there currently exists no condition or set of material modifications.circumstances in connection with which the Company or any of the Subsidiaries could be subject to any liability (other than liability for routine claims for accrued benefits thereunder and ongoing costs of administration, reporting, disclosure and premiums) under the terms of any Employee Plans, ERISA, the Internal Revenue Code or any other applicable rule or regulation, including, without limitation, any liability under Title IV of

Employee Benefit Plans. (ia) Section 3.2(w)(i) 3.21 of the Company Seller Disclosure Schedule sets forth lists all Employee Plans as of the date hereof a true and complete list of all material domestic separately designates those Employee Plans (i) that are sponsored by (x) any Transferred Entity and foreign benefit and compensation plans, programs, Contracts, commitments, practices, policies and arrangements, under which any current or former director, officer, employee or other service providers who are natural persons (referred to in this Section 3.2(wy) as “independent contractors”) (and/or their respective beneficiaries or dependents) of Company Seller or any of its Subsidiaries (other than the Transferred Entities) and (ii) that are Foreign Benefit Plans. The Company has any present made available to Buyer a true and complete copy of each Employee Plan (and, if applicable, related trust or future right funding agreements or insurance policies), and all amendments thereto, together with the most recent annual report (Form 5500), prepared prior to benefitsthe date hereof. For purposes hereof, that is maintained, sponsored or contributed to by Company or any of its Subsidiaries or which Company or any of its Subsidiaries has any obligation to maintain, sponsor or contribute, or with respect to which Company or any of its Subsidiaries would incur any direct or indirect liability, including, but not limited to, an “Employee Plan” means each material “employee benefit plans” within the meaning of plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA (“whether or not subject to ERISA”), deferred each material employment, individual consulting, retention, change-in-control, severance or similar contract, plan, program, arrangement or policy and each other material contract, plan, program, arrangement or policy (written or oral) providing for compensation, bonuses, profit-sharing, stock option, stock purchase, restricted stock, stock purchase, stock appreciation rightsright or other equity related rights or other forms of incentive or deferred compensation, other equityvacation benefits, insurance (including any self-basedinsured arrangements), incentive health or medical or welfare benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance or termination benefits and bonus plans, and post-employment, consultingretirement or fringe benefits (A) which is sponsored, terminationmaintained, retentionadministered or contributed to (or required to be contributed to) by Seller, retirementany of Seller’s Subsidiaries (including the Transferred Entities) and any of their ERISA Affiliates and which covers any current or former employee, post-retirementdirector, tax gross-up, fringe benefit, relocation, vacation benefit, personal time-off, change in control consultant or severance plans, programs, Contracts, commitments, practices, policies and arrangements (the “Company Plans”). Correct and complete copies other service provider of the following documents, Transferred Entities or any Company Employee or (B) with respect to each which the Transferred Entities have or will have any liability (including contingent liability) following the Closing Date. For the avoidance of the Company doubt, Employee Plans have been delivered shall not include any plan, arrangement or made available to Purchaser policy maintained or established by Company, to the extent applicable: (A) any Company Plans, together with all amendments and attachments thereto; (B) all trust documents, insurance Contracts and other documents establishing other funding arrangements, and all amendments thereto and the latest financial statements thereof; (C) the most recent annual report on IRS (“Internal Revenue Service”) Form 5500 and all schedules thereto and the most recent actuarial report; (D) the most recent IRS determination letter; and (E) summary plan descriptions and summaries of material modificationsa Governmental Authority.