Common use of Benefit Plans; Employees and Employment Practices Clause in Contracts

Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 of the Company Disclosure Schedule contains a list of each material Company Benefit Plan. The Company has made available to Parent copies of (i) each material Company Benefit Plan, (ii) the annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) years, (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. Except for such exceptions that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan is in compliance with any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Code; and (ii) the Company and each Company Subsidiary are in compliance with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS that it is so qualified, and, to the Company’s Knowledge, no fact or event has occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status of any such Company Benefit Plan. Section 4.8.4. Neither the Company nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA maintains or contributes to any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 4.8.4 of the Company Disclosure Schedule and for matters that, individually, or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, no Company Benefit Plan provides for, and no agreements have been entered into by the Company or any Company Subsidiary promising or guaranteeing, the continuation of medical, dental, vision, life or disability insurance coverage for any current or former employees of the Company or any Company Subsidiary or their beneficiaries for any period of time beyond the periods set forth in Section 4980B(f) of the Code. Section 4.8.5. Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. There is no pending labor dispute, strike or work stoppage against the Company or any Company Subsidiary that has interfered with the respective business activities of the Company or the Company Subsidiaries, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agency, except where such charge or complaint, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. Section 4.8.6. Certain of the Company Subsidiaries lease employees of Atlantic Professional Employers, Inc. pursuant to certain contracts, true, correct and complete copies of which have been made available to Parent. Except for matters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Benefit Plan has properly classified individuals providing services to the Company as independent contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary to any present or former employee or director of the Company or any Company Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee or director of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committee.

Benefit Plans; Employees and Employment Practices. (a) Section 4.8.1. Schedule 4.8.1 5.9(a) of the Company Disclosure Schedule contains a true, correct and complete list of each material Company Benefit Plan. The Company has made available to Parent or its agents or representatives copies of of: (i) each material Company Benefit Plan, ; (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) years, Plan; (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, ; and (iv) the most recent determination or opinion letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. (b) Except for such exceptions that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect: (i) , each Company Benefit Plan is in compliance with any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Code; and (ii) the Company and each Company Subsidiary are in compliance with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, qualified and, to the Knowledge of the Company’s Knowledge, no fact or event nothing has occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status of any cause such Company Benefit Plandetermination letter to be revoked or not to be reissued. Section 4.8.4. (d) Neither the Company, nor the Company Subsidiary nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA (an “ERISA Affiliate”) sponsors, maintains or contributes to to, or otherwise has any liability with respect to, any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 4.8.4 of the Company Disclosure Schedule and for matters that, individually, or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, no Company Benefit Plan provides for, and no agreements have been entered into by the Company or any Company Subsidiary promising or guaranteeing, the continuation of medical, dental, vision, life or disability insurance coverage for any current or former employees of the Company or any Company Subsidiary or their beneficiaries for any period of time beyond the periods set forth in Section 4980B(f) of the Code. Section 4.8.5. (e) Neither the Company nor any the Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any the Company Subsidiary. There is no pending labor dispute, strike or work stoppage against the Company or any the Company Subsidiary that has interfered which may interfere with the respective business activities of the Company or the Company SubsidiariesSubsidiary, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any the Company Subsidiary by the National Labor Relations Board or any comparable state agencyGovernmental Entity, except where such unfair labor practice, charge or complaint, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. (f) Except as contemplated by Section 4.8.6. Certain 4.5 and Section 7.6(a) hereof, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement would reasonably be expected to, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company Subsidiaries lease employees or the Company Subsidiary or (ii) increase the amount or value of Atlantic Professional Employersany benefit or compensation otherwise payable or required to be provided to any such current or former director, Inc. pursuant employee or independent contractor of the Company or the Company Subsidiary. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, would reasonably be expected to, either alone or in conjunction with any other event (whether contingent or otherwise), result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or result in any amount failing to certain contracts, true, correct and complete copies be deductible by reason of which have been made available to ParentSections 280G or 162(m) of the Code. (g) No Company Benefit Plan provides any individual with a “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. Except for matters thatas set forth on Section 5.9(g) of the Company Disclosure Schedule, with respect to each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(l) of the Code and is subject to Section 409A of the Code, (i) the terms of such Company Benefit Plan have at all times since September 30, 2011 been in compliance in all material respects with and (ii) such Company Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in compliance in all material respects with, Section 409A of the Code and applicable guidance thereunder. (h) Except as set forth on Section 5.9(h) of the Company Disclosure Schedule or as could not, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each the Company Benefit Plan has properly classified individuals providing services Subsidiary are in compliance with all applicable Laws and Contracts relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including any obligations pursuant to the Company Worker Adjustment and Retraining Notification Act of 1988, the proper classification of employees as independent exempt or non-exempt from overtime pay requirements, the provision of required meal and rest breaks and the proper classification of individuals as contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary to any present or former employee or director of the Company or any Company Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee or director of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committee.

Benefit Plans; Employees and Employment Practices. (a) Section 4.8.1. Schedule 4.8.1 5.9(a) of the Company Disclosure Schedule contains a true, correct and complete list of each material Company Benefit Plan. The Company has made available to Parent or its agents or representatives copies of of: (i) each material Company Benefit Plan, ; (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) years, Plan; (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, ; and (iv) the most recent determination or opinion letter issued by the U.S. Internal Revenue Service (“"IRS”") with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. (b) Except for such exceptions that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect: (i) , each Company Benefit Plan is in compliance with any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") and/or the Code; and (ii) the Company and each Company Subsidiary are in compliance with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3. (c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that it is so qualified, qualified and, to the Knowledge of the Company’s Knowledge, no fact or event nothing has occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status of any cause such Company Benefit Plandetermination letter to be revoked or not to be reissued. Section 4.8.4. (d) Neither the Company, nor the Company Subsidiary nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA (an "ERISA Affiliate") sponsors, maintains or contributes to to, or otherwise has any liability with respect to, any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “"defined benefit plan” " (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 4.8.4 of the Company Disclosure Schedule and for matters that, individually, or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, no Company Benefit Plan provides for, and no agreements have been entered into by the Company or any Company Subsidiary promising or guaranteeing, the continuation of medical, dental, vision, life or disability insurance coverage for any current or former employees of the Company or any Company Subsidiary or their beneficiaries for any period of time beyond the periods set forth in Section 4980B(f) of the Code. Section 4.8.5. (e) Neither the Company nor any the Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any the Company Subsidiary. There is no pending labor dispute, strike or work stoppage against the Company or any the Company Subsidiary that has interfered which may interfere with the respective business activities of the Company or the Company SubsidiariesSubsidiary, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any the Company Subsidiary by the National Labor Relations Board or any comparable state agencyGovernmental Entity, except where such unfair labor practice, charge or complaint, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. (f) Except as contemplated by Section 4.8.6. Certain 4.5 and Section 7.6(a) hereof, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement would reasonably be expected to, either alone or in conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, employee or independent contractor of the Company Subsidiaries lease employees or the Company Subsidiary or (ii) increase the amount or value of Atlantic Professional Employersany benefit or compensation otherwise payable or required to be provided to any such current or former director, Inc. pursuant employee or independent contractor of the Company or the Company Subsidiary. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated by this Agreement, would reasonably be expected to, either alone or in conjunction with any other event (whether contingent or otherwise), result in the acceleration of the time of payment, vesting or funding of any such benefit or compensation or result in any amount failing to certain contracts, true, correct and complete copies be deductible by reason of which have been made available to ParentSections 280G or 162(m) of the Code. (g) No Company Benefit Plan provides any individual with a "gross up" or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. Except for matters thatas set forth on Section 5.9(g) of the Company Disclosure Schedule, with respect to each Company Benefit Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(l) of the Code and is subject to Section 409A of the Code, (i) the terms of such Company Benefit Plan have at all times since September 30, 2011 been in compliance in all material respects with and (ii) such Company Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in compliance in all material respects with, Section 409A of the Code and applicable guidance thereunder. (h) Except as set forth on Section 5.9(h) of the Company Disclosure Schedule or as could not, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each the Company Benefit Plan has properly classified individuals providing services Subsidiary are in compliance with all applicable Laws and Contracts relating to employment, employment practices, compensation, benefits, hours, terms and conditions of employment, and the termination of employment, including any obligations pursuant to the Company Worker Adjustment and Retraining Notification Act of 1988, the proper classification of employees as independent exempt or non-exempt from overtime pay requirements, the provision of required meal and rest breaks and the proper classification of individuals as contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary to any present or former employee or director of the Company or any Company Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee or director of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committee.

Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 4.9.1 Section 4.9.1 of the Company Disclosure Schedule contains a true, correct and complete list of each material Company Benefit PlanPlan maintained or contributed to by the Company or any Company Subsidiary. The Company has made available to Parent or its agents or representatives copies of (i) each material Company Benefit Plan, including any material Company Benefit Plan that is maintained on behalf of employees outside of the United States (such employees, “Foreign Employees”), but excluding any such Company Benefit Plan that is legally required to be sponsored by the Company or its Subsidiaries, and any related trust agreement or other funding instrument now in effect or required as a result of the transactions contemplated by this Agreement except for rabbi trusts to be established in connection with the Company’s deferred compensation plans, (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) yearsPlan, (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is requiredrequired and, to the extent they have been prepared in the ordinary course of business, the most recent audited financial statements and actuarial valuation reports for each such Company Benefit Plan and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. 4.9.2 Except for such exceptions that, individually or in the aggregate, have not resulted in or would not be reasonably be expected to have a Company Material Adverse Effect: (i) , each Company Benefit Plan is was established and has been in compliance with any applicable provisions of the terms thereof and applicable Law, including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Code; and (ii) the Company and each Company Subsidiary are in compliance with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3. 4.9.3 Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS that it is so qualified, and, to the Company’s Knowledge, no fact or event has occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status of any such Company Benefit Plan. Section 4.8.4. Neither 4.9.4 Except as set forth in Section 4.9.4 of the Company Disclosure Schedule, (i) neither the Company nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA (an “ERISA Affiliate”) maintains or contributes to, or has maintained or contributed to during the previous six years, any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except ERISA and (ii) neither the Company nor any Company Subsidiary has incurred any current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired employees of Company or any of its Subsidiaries, except as set forth on Schedule 4.8.4 required to avoid an excise tax under Section 4980B of the Company Disclosure Schedule and for matters thatCode or otherwise except as may be required pursuant to any other applicable Law, individuallyexcept, or in the aggregateany case, have not resulted in or as would not reasonably be expected to have a Company Material Adverse Effect. Section 4.9.5 With respect to any Company Benefit Plan, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Company’s Knowledge, threatened and (ii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Entities are pending or, to the Company’s Knowledge, threatened, excluding in each case any action, suit, claim, investigation, audit or other proceeding that would not reasonably be expected to have a Company Material Adverse Effect. Section 4.9.6 Except as set forth in Section 4.9.6 of the Company Disclosure Schedule, no Company Benefit Plan provides forexists that, and no agreements have been entered into by as a result of the Company or any Company Subsidiary promising or guaranteeingexecution of this Agreement, the continuation Stockholder Approval, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), would reasonably be expected to (i) result in any increased severance pay upon any termination of medicalemployment after the date of this Agreement, dental(ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, visionincrease the amount payable, life require the security of benefits under or disability insurance coverage for result in any current or former employees other material obligation pursuant to, any of the Company Benefit Plans, (iii) limit or any Company Subsidiary or their beneficiaries for any period of time beyond restrict the periods set forth in Section 4980B(f) right of the CodeCompany to merge, amend or terminate any of the Company Benefit Plans, or (iv) result in payments under any of the Company Benefit Plans which would not be deductible under Section 280G of the Code or under the applicable provisions of foreign Law. Section 4.8.5. 4.9.7 Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary and to the Company’s Knowledge, no organizational effort is presently being made or threatened by or on behalf of any labor union or organization with respect to the employees of the Company or any Company Subsidiary. There is no pending labor dispute, strike or work stoppage against the Company or any Company Subsidiary that has interfered which may interfere with the respective business activities of the Company or the Company Subsidiaries, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agencyGovernmental Entity, except where such unfair labor practice, charge or complaint, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. Section 4.8.6. Certain of the Company Subsidiaries lease employees of Atlantic Professional Employers, Inc. pursuant to certain contracts, true, correct and complete copies of which have been made available to Parent. Except for matters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Benefit Plan has properly classified individuals providing services to the Company as independent contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary to any present or former employee or director of the Company or any Company Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee or director of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committee.

Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 4.10.1 Section 4.10.1 of the Company Disclosure Schedule contains a true, correct and complete list of each material Company Benefit PlanPlan maintained or contributed to by the Company or any Company Subsidiary. The Company has made available to Parent or its agents or representatives copies of (i) each material Company Benefit Plan, (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) yearsPlan, and (iii) the most recent summary plan description in effect on June 30, 2005 for each such Company Benefit Plan for which a summary plan description is required, and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. 4.10.2 Except for such exceptions that, individually or as provided in Section 4.10.2 of the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse EffectDisclosure Schedule: (i) each Company Benefit Plan is in compliance compliance, in all material respects, with any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or and the applicable provisions of the Code, and each Company Benefit Plan has been administered in compliance, in all material respects, with its terms; and (ii) the Company and each Company Subsidiary are in compliance compliance, in all material respects, with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3, and the applicable provisions of the Health Insurance Portability and Accountability Act of 1996. Each With respect to each Company Benefit Plan: (i) all contributions and insurance premiums required as of the Effective Time have been or will be paid, and to the Knowledge of the Company, there have been no prohibited transactions (within the meaning of ERISA §406 or Code §4975) with respect to any Company Benefit Plan; (ii) to the Knowledge of the Company, no fiduciary has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Company Benefit Plan; (iii) there is no suit, claim, action, proceeding or investigation pending or, to the Knowledge of the Company, threatened with respect to the administration or the investment of the assets of any Company Benefit Plan (other than routine claims for benefits); (iv) each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS that it is so qualified, and, to the Company’s Knowledge, no fact or event has occurred since the date of such determination letter that could reasonably be expected to materially and adversely affect the qualified status of any such Company Benefit Plan; and (v) neither the Company nor any Company Subsidiary has been notified of any pending audit, investigation or review by any governmental or law enforcement agency, and to the Knowledge of the Company, no such audit, investigation or review has been proposed, with respect to any Company Benefit Plan. Section 4.8.4. Neither 4.10.3 Except as set forth in Section 4.10.3 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has any current or projected material liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current employees of Company or any Company Subsidiary, except as required to avoid excise tax under Section 4980B of the Code. Section 4.10.4 Except as provided in Section 4.10.4 of the Company Disclosure Schedule, neither the Company nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA (an “ERISA Affiliate”) maintains or contributes to any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 4.8.4 provided in Section 4.10.4 of the Company Disclosure Schedule and for matters thatSchedule, individually, neither the Company nor any Company Subsidiary has any obligation to contribute or in the aggregate, have not resulted in pay any “withdrawal liability” to any Multiemployer Plan or would not can reasonably be expected to have any such obligation as a Company Material Adverse Effect, no Company Benefit Plan provides for, and no agreements have been entered into by result of the Company or any Company Subsidiary promising or guaranteeing, the continuation of medical, dental, vision, life or disability insurance coverage for any current or former employees Merger. Section 4.10.5 Except as provided in Section 4.10.5 of the Company or any Company Subsidiary or their beneficiaries for any period of time beyond the periods set forth in Section 4980B(fDisclosure Schedule: (a) of the Code. Section 4.8.5. Neither (i) neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. There , (ii) neither the Company nor any Company Subsidiary is a party to any neutrality agreement with any labor organization, (iii) neither the Company nor any Company Subsidiary has joined other long-term care providers or any labor organization to form an alliance, (iv) to the Knowledge of the Company, there is no pending labor dispute, strike or significant work stoppage against the Company or any Company Subsidiary that has interfered which may interfere with the respective business activities of the Company or the Company Subsidiaries, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. There , (v) there is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agency, except where such unfair labor practice, charge or complaint, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. Section 4.8.6. Certain of the Company Subsidiaries lease employees of Atlantic Professional Employers, Inc. pursuant to certain contracts, true, correct and complete copies of which have been made available to Parent. Except for matters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, and (vi) there is no pending arbitration proceeding arising under any collective bargaining agreement, except where such arbitration proceeding, individually or in the aggregate, is not reasonably expected to have a Company Material Adverse Effect; (b) The Company and the Company Subsidiaries are, and each Company Benefit Plan has properly classified individuals providing services have, at all times during the last year, been in compliance in all material respects with all applicable Laws respecting immigration, employment and employment practices, and the terms and conditions of employment, including, without limitation, employment standards, equal employment opportunity, family and medical leave, wages, hours of work and occupational health and safety; (c) During the six (6) month period prior to the Company as independent contractors or employeesdate of this Agreement, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary has not effectuated (i) a “plant closing” as defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Company Subsidiary, (ii) a “mass layoff” as defined in WARN affecting any site of employment or facility of the Company or any Company Subsidiary, or (iii) a transaction or layoffs or employment terminations that triggered application of any similar applicable state or local law; (d) The Company or a Company Subsidiary has provided or will provide Parent with copies of (i) all applications and petitions for immigration employment and visa benefits submitted on behalf of current foreign national employees of the Company to the U.S. Department of Labor, U.S. Immigration and Naturalization Service, and U.S. Department of State and (ii) all government notices regarding adjudications of such applications and petitions that the Company has in its possession or that it can reasonably obtain; (e) The consummation of the transactions contemplated by this Agreement without the termination of any employee’s employment will not entitle any employee of the Company or any Company Subsidiary, whether under any individual agreement, Company Benefit Plan or other similar Company policy, to severance pay or accelerate the time of payment of compensation due to any present employee of the Company or former employee any Company Subsidiary; (f) Except as provided in Sections 4.10.5 or director 6.1(l) of this Agreement and the Company Disclosure Schedule, and other than in the ordinary course of business, subsequent to December 31, 2004, there has been no material increase in the compensation payable or to become payable to any of the Continuing Employees, and there have been no payments or provisions for any material awards, bonuses, loans, profit sharing, pension, retirement or welfare plans or similar or other disbursements or arrangements for or on behalf of such employees (or related parties thereof). (g) Except for bonuses that may be due to employees of the Company or any Company Subsidiary for the current year, as set forth in Section 4.10.5 of any money or other property or accelerate or provide any other rights or benefits the Company Disclosure Schedule hereto, all bonuses heretofore granted to any present or former employee or director employees of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No have been paid in full to such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule employees or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value accrued on the effective date of grant of balance sheets contained in the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation CommitteeFinancial Statements.

Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 of the Company Disclosure Schedule contains a list of each material Company Benefit Plan. (a) The Company has delivered or made available to Parent the Company true, complete and correct copies of (i) each material Company Benefit PlanPlan (or, in the case of any unwritten Company Benefit Plans, descriptions of the material terms thereof). (iib) the annual report (Form 5500)Each Company Benefit Plan has been established, if anyfunded, filed maintained and administered in all material respects in accordance with its terms and is in compliance with the U.S. Department applicable provisions of Labor with ERISA, the Code and all other Applicable Laws. (c) With respect to each such Company Benefit Plan for each of the last three (3) years, (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Pension Plan that is intended subject to be qualified under Title IV or Section 401(a) 302 of ERISA or Section 412 or 4971 of the Code. Section 4.8.2. Except for such exceptions that, individually or in the aggregate, have not resulted in or except as would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan is in compliance with there does not exist any applicable provisions accumulated funding deficiency within the meaning of Section 412 of the Employee Retirement Income Security Act Code or Section 302 of 1974ERISA, as amended whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Company Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Company Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Company Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the Pension Benefit Guaranty Corporation (“ERISAPBGC”) and/or have been timely paid in full; (v) no liability (other than for premiums to the CodePBGC) under Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries; and (iivi) the PBGC has not instituted proceedings to terminate any such Company and each Company Subsidiary are in compliance with Pension Plan. (d) To the requirements Knowledge of the Company, all Company Pension Plans have been the subject of favorable and up-to-date (through any applicable health care continuation remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Company Pension Plans are qualified and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Section 4.8.3. Each Company Benefit Plan that is intended to be qualified exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code has received a determination letter from the IRS that it is so qualified, Code; and, to the Knowledge of the 33 Company’s Knowledge, no fact or event has circumstances exist and no events have occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status qualification of any such Company Benefit PlanPension Plan or the related trust. Section 4.8.4. (e) Neither the Company nor any trade of its Subsidiaries has been required at any time or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA maintains or contributes is required currently to contribute to any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit multiemployer plan” (as defined in Section 3(354001(a)(3) of ERISA). (f) subject There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability that would be a material liability of the Surviving Corporation following the Closing. Without limiting the generality of the foregoing, neither the Company nor any of its subsidiaries, nor any of their respective ERISA Affiliates, has engaged in any transaction described in Section 4069 or Section 4204 or 4212 of ERISA. For purposes hereof, “Controlled Group Liability” means any and all liabilities (a) under Title IV of ERISA. Except as set forth on Schedule 4.8.4 , (b) under the minimum funding requirements of Section 302 of ERISA or Section 412 of the Company Disclosure Schedule and for matters thatCode, individually, or in (c) under Section 4971 of the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, no Company Benefit Plan provides forCode, and no agreements have been entered into by the Company or any Company Subsidiary promising or guaranteeing, (d) as a result of a failure to comply with the continuation coverage requirements of medical, dental, vision, life or disability insurance coverage for any current or former employees Section 601 et seq. of the Company or any Company Subsidiary or their beneficiaries for any period of time beyond the periods set forth in ERISA and Section 4980B(f) 4980B of the Code. Section 4.8.5. Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any Company Subsidiary. There is no pending labor dispute, strike or work stoppage against the Company or any Company Subsidiary that has interfered with the respective business activities of the Company or the Company Subsidiaries, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agency, except where such charge or complaint, individually or in the aggregate, has not resulted in or would not reasonably be expected to have a Company Material Adverse Effect. Section 4.8.6. Certain of the Company Subsidiaries lease employees of Atlantic Professional Employers, Inc. pursuant to certain contracts, true, correct and complete copies of which have been made available to Parent. Except for matters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Benefit Plan has properly classified individuals providing services to the Company as independent contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or any Company Subsidiary to any present or former employee or director of the Company or any Company Subsidiary of any money or other property or accelerate or provide any other rights or benefits to any present or former employee or director of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreement. No such payments listed on Schedule 4.8.7 of the Company Disclosure Schedule or payable under any such Company Benefit Plans made available to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committee.

Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 4.9.1 Section 4.9.1 of the Company Disclosure Schedule contains a true, correct and complete list of each material Company Benefit PlanPlan maintained or contributed to by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary is obligated to contribute, other than any Company Benefit Plan that is maintained on behalf of employees outside of the United States (such employees, "Foreign Employees"). The Company has made available to Parent or its agents or representatives copies of (i) each material Company Benefit Plan, (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) yearsPlan, including all schedules thereto (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, required and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“"IRS”") with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Section 4.8.2. 4.9.2 Except for such exceptions that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect: (i) , each Company Benefit Plan is operated in compliance with its terms and any applicable Laws, including without limitation the provisions of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”") and/or the Code; , and there are no material actions, suits or claims pending (iiother than routine claims for benefits) or, to the Knowledge of the Company and each or any Company Subsidiary are in compliance Subsidiary, threatened or anticipated with respect to any Company Benefit Plan or against the requirements assets of such Company Benefit Plan. No Company Benefit Plan is under audit or is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, the SEC or any other Governmental Entity, nor, to the Knowledge of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985Company or any Company Subsidiary, as amendedis any such audit or investigation pending or threatened. Section 4.8.3. 4.9.3 Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS that it is so qualified, and, to the Company’s 's Knowledge, no fact or event has occurred since the date of such determination letter that has or could reasonably be expected to materially adversely affect the qualified status of any such Company Benefit Plan. Section 4.8.4. 4.9.4 Neither the Company nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA (an "ERISA Affiliate") maintains or contributes to, is obligated to maintain or contribute to, or has maintained or contributed to, any Multiemployer Plan, Multiple Employer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “"defined benefit plan” " (as defined in Section 3(35) of ERISA) subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA. Except as set forth on Schedule 4.8.4 No notice of a "reportable event," within the Company Disclosure Schedule and meaning of Section 4043 of ERISA for matters thatwhich the 30-day reporting requirement has not been waived, individually, or in the aggregate, have not resulted in or would not reasonably has been required to be expected to have a Company Material Adverse Effect, no filed for any Company Benefit Plan provides forwithin the past 36 months, and no agreements have nor will any such notice be required to be filed as a result of the transactions contemplated by this Agreement. No Company Benefit Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. Section 4.9.5 No material deduction for federal income Tax purposes has been entered into or is expected by the Company or any Company Subsidiary promising to be disallowed for remuneration paid by the Company or guaranteeingany Company Subsidiary by reason of Section 162(m) of the Code, including by reason of the continuation transactions contemplated hereby. Section 4.9.6 Except as set forth in Section 4.9.6 of medicalthe Company Disclosure Schedule, dentalneither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, visioneither alone or in conjunction with any other event (whether contingent or otherwise), life (i) result in any payment or disability insurance coverage for benefit becoming due or payable, or required to be provided, to any current director, officer, employee or former employees independent contractor of the Company or any Company Subsidiary Subsidiary, (ii) increase the amount or their beneficiaries for value of any period benefit or compensation otherwise payable or required to be provided to any such director, officer, employee or independent contractor, (iii) result in the acceleration of the time beyond the periods set forth of payment, vesting or funding of any such benefit or compensation or (iv) result in any amount to fail to be deductible by reason of Section 4980B(f) 280G of the Code. Section 4.8.54.9.7 Each material Company Benefit Plan that is a "nonqualified deferred compensation plan" within the meaning of Section 409A(d)(1) of the Code (a "Nonqualified Deferred Compensation Plan") subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code and (B)(1) the proposed regulations issued thereunder or (2) Internal Revenue Service Notice 2005-1 (clauses (A) and (B), together, the "409A Authorities"). No material Company Benefit Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the "AJCA"), has been "materially modified" within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities. Section 4.9.8 Neither the Company nor any Company Subsidiary is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement or other labor contract is being negotiated by the Company or any Company Subsidiary. There is no pending pending, nor, to the Knowledge of the Company or any Company Subsidiary, threatened, labor dispute, strike strike, lockout or work stoppage against the Company or any Company Subsidiary that has interfered which may interfere with the respective business activities of the Company or the Company Subsidiaries, except where such dispute, strike or work stoppage, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. There is no pending charge or complaint against the Company or any Company Subsidiary by the National Labor Relations Board or any comparable state agencyGovernmental Entity, except where such unfair labor practice, charge or complaint, individually or in the aggregate, has not resulted in or would is not reasonably be expected to have a Company Material Adverse Effect. Section 4.8.6. Certain 4.9.9 None of the Company Subsidiaries lease employees of Atlantic Professional Employers, Inc. pursuant to certain contracts, true, correct and complete copies of which have been made available to Parent. Except for matters that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Benefit Plan has properly classified individuals providing services to the Company as independent contractors or employees, as the case may be. As used herein, the term “Company Benefit Plan” does not include any Benefit Plan maintained by Atlantic Professional Employers, Inc. Section 4.8.7. Except as disclosed on Schedule 4.8.7 of the Company Disclosure Schedule , no Company Benefit Plan or other agreement exists that will result in the payment by the Company or nor any Company Subsidiary to has, within the last three years, effectuated (i) a "plant closing" (as defined in the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any present similar Law) affecting any site of employment or former employee one or director more facilities or operating units within any site of employment or facility of the Company or any Company Subsidiary of its Subsidiaries or (ii) a "mass layoff" (as defined in the WARN Act, or any money similar Law) affecting any site of employment or other property or accelerate or provide any other rights or benefits to any present or former employee or director facility of the Company or any Company Subsidiary as a result of the transactions contemplated by this Agreementits Subsidiaries. No such payments listed on Schedule 4.8.7 None of the Company Disclosure Schedule or payable under nor any such Company Benefit Plans made available Subsidiary has laid off any employees in the ninety (90) calendar days prior to Parent are “excess parachute payments” within the meaning of Section 280G of the Code. Section 4.8.8. All Company Options were granted at fair market value on the effective date of grant of the Company Option. All Company Options were either granted on the date of approval by the Compensation Committee of the Company Board or at a later date specified by the Compensation Committeehereof.