Common use of Benefit Plans; ERISA Clause in Contracts

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth lists each Benefit Plan together with a complete brief description of the type of plan and benefit provided thereunder. The Company has made no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to DPII (i) a copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three (3) most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report, (iii) the most recent IRS determination letter with respect to each Qualified Plan and (iv) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate nor predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any an ERISA Affiliate of incurring a liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies under Title IV of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in accordance with its terms and, as of the Closing Date, will be in full compliance, in form and in compliance operation, with all applicable laws (including but not limited to ERISA and the applicable provisions of ERISA, Code) except to the Code and other applicable law, except where the extent a failure to do so administer or comply would not have a Company Material Adverse Effect. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwisenot insured), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee current or former employees of the Company or any ERISA Affiliate beyond their termination of its Subsidiariesservice (other than (i) coverage mandated by applicable law, or (ii) result in the triggering or imposition of any restrictions or limitations benefits under a Qualified Plan, (iii) deferred compensation benefits accrued as liabilities on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee books of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.ERISA Affiliate or (iv)

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" All Benefit Plans (as defined below) are listed in Section 3(3) Schedule 3.13, and copies of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required all documentation relating to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available to Parent true, complete and correct Buyer (including copies of each written Benefit Plan.Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns IRS Forms 5500 and IRS determination letters). Except as disclosed in Schedule 3.13 hereto: (bi) Each each Benefit Plan has at all times been maintained and administered in all material respects in accordance with its terms and in compliance with the applicable provisions requirements of ERISA, the Code and other all applicable law, except where including ERISA (as defined below) and the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Code, and each Benefit Plans Plan intended to be qualified qualify under Section 401(a) of the Code have has at all times since its adoption been the subject so qualified, and each trust which forms a part of determination letters from the Internal Revenue Service to the effect that any such Benefit Plans are qualified and plan has at all times since its adoption been tax-exempt from federal income taxes under Section 401(a501(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and whether or not waived; (ii) no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since has incurred any "accumulated funding deficiency" within the date meaning of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV Section 302 of ERISA or Section 412 of the Code and Code; (iii) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan is a "multiemployer plan" or any Plan (as defined below) maintained by an ERISA Affiliate (as defined below) since the effective date of Section 4043; (iv) with respect to each Multiemployer Plan (as defined below) (i) no withdrawal liability has been incurred by Xxxxx or any ERISA Affiliate, and Xxxxx has no reason to believe that any such liability will be incurred, prior to the Closing Date, (ii) no such plan is in "reorganization" (within the meaning of Section 3(37) 4241 of ERISA)., (iii) no notice has been received that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, or that the plan is or may become "insolvent" (within the meaning of Section 4241 of ERISA), and (iv) no proceedings have been instituted by the Pension Benefit Guaranty Corporation against the plan; (ev) No Person no direct, contingent or secondary liability has been incurred any material liability or is expected to be incurred by Xxxxx under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer any party with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare or Multiemployer Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (vi) neither Xxxxx nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (1) of ERISA; (vii) no benefit plan under any Benefit Plan (except as may be set forth in the Senior Management Agreements as defined in Section 3(l) of ERISA6.05(a)), (i) no such Benefit Plan provides benefitsincluding, including without limitation, death any severance or medical benefitsparachute payment plan or agreement, beyond termination will increase the amount of employment compensation due any employee or retirement other than will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (Aviii) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified no tax has been incurred under Section 401(a) 511 of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits Code with respect to any employee Benefit Plan (or trust or other funding vehicle pursuant thereto); (ix) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Company Code or any State laws requiring continuation of its Subsidiariesbenefits coverage following termination of employment and there has been no communication to any employee that would reasonably be expected to promise or guarantee any such employee retiree health or life insurance or other retiree death benefits on a permanent basis; (x) no suit, actions or other litigation (ii) result excluding claims for benefits incurred in the triggering ordinary course of plan activities) have been brought or, to the knowledge of Xxxxx, threatened against or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any Benefit Plan and there are no facts or circumstances known to Xxxxx that could reasonably be expected to give rise to any such suit, action or other litigation; and (xi) all contributions to Benefit Plans and Multiemployer Plans that were required to be made under such Benefit Plans as of the Closing Date have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as reflected in Xxxxx SEC Reports or disclosed in Schedule 3.13, and Xxxxx has performed all material obligations required to be performed under all Benefit Plans. (b) Except as set forth in Schedule 3.13 hereto or as provided in Section 6.05, neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby will entitle any former or current employee of the Company Xxxxx or any Affiliate or any group of its Subsidiaries such employees to any payment, increase the amount of compensation due to any such employees or cause acceleration of benefits under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1Plan. (c) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.As used herein:

Benefit Plans; ERISA. No Borrower nor any Subsidiary maintains or contributes to any Defined Benefit Plans. Except as disclosed in Section 3.14 of the Disclosure Schedule: (a) The Company Disclosure Schedule sets forth a complete list each Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all "employee benefit plans" applicable Law, including ERISA and the Code; (b) no Benefit Plan is intended to qualify under section 401(a) of the Code; (c) no Borrower nor any Subsidiary is now, nor has it at any time been, a member of a controlled group, as defined in Section 3(3412(n)(6)(B) of the Employee Retirement Income Security Act of 1974Code, as amended with any other enterprise; ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control d) no Borrower nor any Subsidiary presently maintains or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed contributes to, or required to be nor has it at any time maintained or contributed to, by any single-employer plan (within the Company, the Majority Stockholder meaning of section 3(41) of ERISA) or any Person that, together with multiemployer plan (within the Company, is treated as a single employer under Section 414 meaning of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bsection 3(37) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code ERISA, and no Benefit Plan Borrower nor any Subsidiary is a "multiemployer plan" (as defined in Section 3(37) aware of any circumstances pursuant to which any Borrower or any Subsidiary could have liability to any party under Title IV of ERISA).; (e) No Person no Borrower nor any Subsidiary has incurred any material liability for any tax imposed under Title IV of ERISA or Section 412 section 4971 through 4980B of the Code during the time such Person was required to be treated as a single employer with the Company or civil liability under Section 414 section 502(i) or (l) of the Code that would ERISA which could have a Company Material Adverse Effect.material adverse effect on the Business or Condition of such Borrower or such Subsidiary; (f) With no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code; (g) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought against or with respect to any Benefit Plan Plan; and (h) all contributions to Benefit Plans that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no were required to be made under such Benefit Plan provides benefitsPlans have been made, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement and all benefits accrued under a any unfunded Benefit Plan qualified under Section 401(a) of the Codehave been paid, accrued or otherwise adequately reserved in accordance with GAAP and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, Borrower and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan each Subsidiary has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries performed under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a 4.20 lists all DLC Benefit Plans maintained for, or in which the employees of DLC connected with the DLC Nuclear Assets relating to Beaver Valley participate. True and complete list copies of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such DLC Benefit Plans"). The Company has delivered or Plans have been made available to Parent true, complete and correct copies of each Benefit PlanPenn Power or its Representatives. (b) Each Benefit Plan No liability under Title IV or Section 302 of ERISA has been administered incurred by DLC or any ERISA Affiliate of DLC that has not been satisfied in accordance with its terms full, and no condition exists that presents a material risk to DLC or any ERISA Affiliate of DLC of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due). Insofar as the representation made in compliance with the applicable provisions this Section 4.20(b) applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, the Code and other applicable lawit is made with respect to any employee benefit plan, except where the failure to so administer program, agreement or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is arrangement subject to Title IV of ERISA to which DLC or Section 412 any ERISA Affiliate of DLC made, or was required to make, contributions during the five (5)-year period ending on the last day of the Code and no Benefit Plan most recent plan year ended prior to the DLC Nuclear Closing Date. (c) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event through the DLC Nuclear Closing Date, (i) entitle any current or former employee or officer of DLC or any ERISA Affiliate of DLC to severance pay, unemployment compensation or any other payment that is a "multiemployer plan" not the responsibility of DLC pursuant to Section 6.11(o), or (as defined in ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer that is not the responsibility of DLC pursuant to Section 3(37) of ERISA6.11(o). (ed) No Person There has incurred any been no material liability under Title IV failure of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any DLC Benefit Plan that is an employee welfare benefit a group health plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a5000(b)(1) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employeesto meet the requirements of Section 4980B(f) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits Code with respect to any employee of the Company or any of its Subsidiaries, or a qualified beneficiary (ii) result as defined in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(14980B(g) of the Code). The parties hereby agree Neither DLC nor any ERISA Affiliate of DLC has contributed to use their commercially reasonable efforts to limit a nonconforming group health plan (as defined in Section 5000(c) of the application Code) and no ERISA Affiliate of DLC has incurred a tax under Section 280G(b)(15000(e) of the Code that is or could become a liability of Specified FE Subsidiaries. (e) There are no pending, or to the transactions contemplated herebyDLC's Knowledge, threatened or anticipated claims by or on behalf of any DLC Benefit Plans, by any employee or beneficiary covered under any such DLC Benefit Plans, or otherwise involving any such DLC Benefit Plans (other than routine claims for benefits).

Benefit Plans; ERISA. (a) The Section 4.9(a) of the Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3i) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), employment or bonus related arrangements that provide for base salary and/or bonus, incentive or other compensation to individuals in excess of $250,000 per annum, and (ii) pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements retention related Benefit Plans or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Planarrangements. (b) Each Except as set forth in Section 4.9(b) of the Company Disclosure Schedule, the Company has delivered to the Parent correct and complete copies of each Benefit Plan has been administered (as currently in accordance effect), and with its terms respect to each such Benefit Plan (if applicable thereto) (i) any associated trust, custodial, insurance, or service agreements (as currently in effect), (ii) the most recent annual report, actuarial report, or summary plan description submitted to any Governmental Entity or distributed to participants or beneficiaries thereunder, and (iii) the most recently received IRS determination letter and any governmental advisory opinions, rulings, compliance statements, closing agreements, or similar materials specific to such Benefit Plan. Except as would not, individually or in compliance with the applicable provisions of ERISAaggregate, the Code and other applicable law, except where the failure reasonably be expected to so administer or comply would not have a Company Material Adverse Effect, all such communications, reports, or disclosures at the time made, accurately reflected the terms and operations of the Benefit Plan. (c) All Each Benefit Plans Plan is and has heretofore been maintained and operated in material compliance with the terms of such Benefit Plan and with all requirements of applicable Law, except for such noncompliance as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, no event has occurred and no condition exists with respect to any Benefit Plan that would subject the Company, any Company Subsidiary, the Surviving Corporation, or Parent, either directly or by reason of its affiliation with the Company or any ERISA Affiliate, to any excise tax, fine, lien or penalty imposed by ERISA, the Code or other applicable Laws. Each Benefit Plan that is intended to be qualified qualify under Section 401(a) of the Code have been is the subject of an unrevoked favorable determination letters letter from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to IRS. To the knowledge of the Company, nothing has revocation been threatened, nor has any occurred to each such Benefit Plan been amended since that has resulted or is likely to result in the date revocation of its most recent such determination letter or application therefor in any respect that would adversely affect its qualificationas to such Benefit Plan. (d) No Benefit Plan is or, at any time during the last six (6) years, was (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) a multiple employer plan, multiple employer welfare arrangement, voluntary employees’ beneficiary association or a multiemployer plan within the meaning of ERISA and the Code, (iii) required by its terms to provide employee welfare benefits (within the meaning of Section 3(1) of ERISA), including health and life insurance, to current or future retired or terminated employees, independent contractors, directors, or their spouses or dependents (other than in accordance with applicable Law, including, without limitation, Section 4980B of the Code and no Benefit Plan Part 6 of Subtitle B of Title I of ERISA), (iv) funded through a “welfare benefit fund”, as such term is defined in Section 419(e) of the Code, or (v) a "multiemployer plan" nonconforming group health plan (as defined in Section 3(375000(c) of ERISAthe Code). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 There is no pending or, to the knowledge of the Code during Company, threatened legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Benefit Plan, or to the time such Person was required best of the Company’s and its Subsidiaries’ knowledge, any fiduciary or service provider thereof in connection therewith, which, if decided adversely to be treated as a single employer with the Company under Section 414 or any of the Code that its Subsidiaries, would have a Company Material Adverse Effect. (f) The Company and its Subsidiaries have not undertaken to maintain any Benefit Plan for any period of time and each such Benefit Plan is terminable at the sole discretion of the Company (or its successor), subject only to such constraints as may be imposed by applicable Law or the specific terms of such Benefit Plan. The Company and its Subsidiaries have not announced their intention to adopt any arrangement or program which, once established, would come within the definition of a Benefit Plan or undertaken (whether or not legally bound) to modify or terminate any such plan (except to the extent necessary to comply with applicable Law or to cause a Benefit Plan to reflect applicable Law). (g) Except as set forth on Section 4.9(g) of the Company Disclosure Schedule, the execution and delivery of this Agreement do not, and the consummation of the contemplated transactions (whether alone or in conjunction with any other event) will not (i) require the Company, any ERISA Affiliate, the Surviving Corporation, the Parent, or any Benefit Plan to pay greater compensation or make a larger contribution to, or pay greater benefits or accelerate payment or vesting of a benefit under, any Benefit Plan, (ii) create or give rise to any additional vested rights or service credits, or require any benefit to be funded or annuitized, under any Benefit Plan, (iii) result in any forfeiture, reduction or diminution of all or a portion of the accrued benefits or account balance of any participant in a Benefit Plan, (iv) result in any payment (including severance, unemployment compensation, golden parachute, change of control, retention, bonus or otherwise) becoming due to any current or former director, officer or employee of, or consultant to, the Company or any Company Subsidiary, or (v) result in any increase or acceleration of contributions, liabilities or benefits, or acceleration of vesting, under any Benefit Plan or restriction imposed on any asset held in connection with a Benefit Plan or otherwise. (h) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (i) Full payment has been made of all amounts which the Company or any ERISA Affiliate was required under the terms of the Benefit Plans to have paid as contributions (including all employer contributions and employee salary reduction contributions), premium payments or other payments to such Benefit Plans within the time period prescribed by ERISA and all such contributions for any period ending on or before the Effective Time which are not yet due have been made to each such Benefit Plan or included in the consolidated balance sheets of the Company and its consolidated Subsidiaries included in the Company SEC Reports (or, if the Subsidiary maintaining, contributing to or bound by the Benefit Plan is not a consolidated Subsidiary, on the books of the relevant Subsidiary.) (j) Except as provided in Section 4.9(j) of the Company Disclosure Schedule, the Company and each of its Subsidiaries is not a party to any arrangement, oral or written, (i) the amounts payable from which would fail to be deductible for federal income tax purposes by virtue of Section 280G or Section 162(m) of the Code, or (ii) that would provide a gross-up to any employee or independent contractor for the cost of taxes or penalties imposed on such person. With respect to any Benefit Plan that is an employee welfare benefit nonqualified deferred compensation plan (as defined in listed on Section 3(l4.9(j) of ERISA)the Company Disclosure Schedule, (ia) no such Benefit Plan provides benefits, including without limitation, death plan has assets set aside directly or medical benefits, beyond termination indirectly in the manner described in Section 409A(b)(1) of employment the Code or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under contains a Benefit Plan qualified under provision that would be subject to Section 401(a409A(b)(2) of the Code, and (iib) each such Benefit Plan the Company has complied in good faith with all requirements of Section 409A of the Code, to the extent applicable thereto. (including any such Plan covering retirees k) Except as would not, individually or other former employees) may in the aggregate, reasonably be amended or terminated without liability that would expected to have a Company Material Adverse Effect, each Benefit Plan mandated by a foreign (i.e., non-United States) Governmental Entity or subject to the Laws of a jurisdiction outside of the United States that is intended to qualify for special tax treatment meets all of the requirements for such treatment and has obtained all necessary approvals of all relevant Governmental Entities. (gl) The execution ofNo equity awards, other than the Options and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent eventsRSUs listed on Section 4.9(l) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its SubsidiariesDisclosure Schedule are currently outstanding, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of whether under the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made Equity Plans, under other equity plans sponsored by the Company, Parent, or any of their respective subsidiaries or affiliates with respect pursuant to any employee individual grants. (m) Except as set forth on Section 4.9(m) of the Company or Disclosure Schedule, since June 30, 2008, neither the Company nor any Company Subsidiary has granted any increase in the compensation (in any form) of its Subsidiaries directors, officers or employees, entered into any new employment or severance protection agreement with any such director, officer or employee, or increased any benefits payable under any Benefit Plan its current severance, change of control or termination pay policies, except in connection the ordinary course of business, consistent with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebypast practice.

Benefit Plans; ERISA. (a) The Company Section 3.27(a) of the Seller Disclosure Schedule sets forth contains a true and complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974each Plan, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control which is or other material employee benefit plans, programs, arrangements or agreements currently has been maintained, or sponsored, contributed to, or required to be maintained or contributed to, to by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code Companies for the benefit of any current or former employeesemployee, officersofficer, directors manager, director, retiree, independent contractor or independent contractors consultant of any of the Company Companies or any Subsidiary and spouse or dependent of such individual, or under which any of the Companies or any of their ERISA Affiliates has or may have any Liabilities, or with respect to which the Company TDIC or any Subsidiary has of its Affiliates would reasonably be expected to have any liability Liabilities, contingent or otherwise (collectivelyas listed on Section 3.27(a) of the Seller Disclosure Schedule, the "each, a “Benefit Plans"Plan”). The Company has delivered or made available to Parent true, complete and correct copies Sellers have separately identified in Section 3.27(a) of each Benefit Plan.the Seller Disclosure (b) Each With respect to each Benefit Plan, Seller has made available to Purchaser Representative accurate, current and complete copies of each of the following: (i) where the Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISAreduced to writing, the Code and other applicable law, except plan document together with all amendments; (ii) where the failure Benefit Plan has not been reduced to so administer writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or comply would not have other funding arrangements, custodial agreements, Insurance Policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a Company Material Adverse Effect. result of the transactions contemplated by this Agreement or otherwise; (civ) All copies of any summary plan descriptions, summaries of material modifications, employee handbooks and any other written communications (or a description of any oral communications) relating to any Benefit Plans Plan; (v) in the case of any 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; (vi) in the case of any Benefit Plan for which a Form 5500 is required to be filed, a copy of the three most recently filed Forms 5500, with schedules and financial statements attached; (vii) actuarial valuations and reports related to any Benefit Plans with respect to the three most recently completed plan years; (viii) the most recent nondiscrimination tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Authority relating to the Benefit Plan. (c) Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code have been and any applicable local Laws). Each Benefit Plan that is intended to be qualified within the subject meaning of Section 401(a) of the Code (a “Qualified Benefit Plan”) is so qualified and has received a favorable and current determination letters letter from the Internal Revenue Service, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, to the effect that such Qualified Benefit Plans are Plan is so qualified and that the plan and the trust related thereto are exempt from federal income taxes under Section Sections 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986Code, and no such determination letter nothing has been revoked noroccurred that could reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any Benefit Plan that has subjected or could reasonably be expected to subject any of the Companies or any of their ERISA Affiliates or, with respect to any period on or after the Closing Date, Parent or any of its Affiliates, to the knowledge a penalty under Section 502 of ERISA or to tax or penalty under Section 4975 of the CompanyCode. All benefits, has revocation contributions and premiums relating to each Benefit Plan have been threatened, nor has any timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles, and all benefits accrued under any unfunded Benefit Plan have been amended since paid, accrued or otherwise adequately reserved to the date of its most recent determination letter or application therefor extent required by, and in any respect that would adversely affect its qualificationaccordance with, GAAP. (d) No None of the Companies or any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Plan Guaranty Corporation; (iii) withdrawn from any Benefit Plan; or (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA. (e) With respect to each Benefit Plan, (i) no such plan is a Multiemployer Plan, and (A) all contributions required to be paid by any of the Companies or their ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) none of the Companies or any ERISA Affiliate has incurred any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer Plans at the Closing Date would not result in any material liability to any of the Companies; (ii) no such plan is a “multiple employer plan” within the meaning of Section 413(c) of the Code or a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA); (iii) no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; (iv) no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and none of the assets of any of the Companies or any ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under Section 302 of ERISA or Section 412(a) of the Code, no such plan is subject to the minimum funding standards of Section 412 of the Code or Title IV of ERISA, and no plan listed in Section 3.27(a) of the Seller Disclosure Schedules has failed to satisfy the minimum funding standards of Section 302 of ERISA or Section 412 of the Code and Code; (v) no “reportable event,” as defined in Section 4043 of ERISA, has occurred with respect to any such plan; (vi) no Benefit Plan is a "multiemployer an “employee stock ownership plan" (as defined in ” within the meaning of Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a4975(e)(7) of the Code, and (ii) each such no Benefit Plan has invested in any securities or assets of any Seller, its shareholders, or of the Companies; and (including vii) no Benefit Plan is a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code. (f) Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without material liabilities to Purchasers, any such of the Companies or any of their Affiliates other than ordinary administrative expenses typically incurred in a termination event. None of the Companies has any commitment or obligation and none of the Companies has made any representations to any employee, officer, director, manager, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan covering retirees or other former employees) may be amended any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or terminated without liability that would have a Company Material Adverse Effectotherwise. (g) The execution ofOther than as required under Section 601 et. seq. of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree welfare benefits to any individual for any reason, and performance none of the Companies nor any of its ERISA Affiliates has any Liabilities to provide post- termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (h) There is no pending or, to the Knowledge of Sellers, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under or is a participant in, an amnesty, voluntary compliance, self- correction or similar program sponsored by any Governmental Authority. (i) There has been no amendment to, announcement by any of the Companies or any of its Affiliates relating to, or change in employee participation or coverage under, any Benefit Plan or 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 with respect to any director, officer, manager, employee, independent contractor or consultant, as applicable. None of the Companies or any of their Affiliates has any commitment or obligation or has made any representations to any director, officer, manager, employee, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement. (j) Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. None of the Companies has any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (k) Each individual who is classified by any of the Companies as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan. (l) Neither the execution of this Agreement nor any of the transactions contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) ): (i) constitute an event under entitle any current or former director, officer, manager, employee, independent contractor or consultant of any of the Companies to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (iii) limit or restrict the right of any of the Companies to merge, amend or terminate any Benefit Plan that will Plan; (iv) increase the amount payable under or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or other material obligation to fund benefits with respect pursuant to any employee of the Company or any of its Subsidiaries, or Benefit Plan; (iiv) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "“excess parachute payment," payments” within the meaning of Section 280G(b)(1280G(b) of the Code; or (vi) require a “gross- up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. The parties hereby agree Seller Representative made available to use their commercially reasonable efforts Purchaser Representative true and complete copies of any Section 280G calculations prepared (whether or not final) with respect to limit any disqualified individual in connection with the application of Section 280G(b)(1) of the Code to the transactions contemplated herebytransactions.

Benefit Plans; ERISA. All Benefit Plans of the Company and each Subsidiary are listed in Section 2.14 of the Disclosure Schedule, and copies of all documentation relating to such Benefit Plans (including all plan documents, written descriptions of plans, actuarial reports and governmental filings and determinations with respect to such Benefit Plans) have been delivered or made available to Investor. None of the Benefit Plans are Defined Benefit Plans. Except as disclosed in Section 2.14 of the Disclosure Schedule: (a) The Company Disclosure Schedule sets forth a complete list each Benefit Plan has at all times been maintained and administered in accordance with its terms in all material respects, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all "employee benefit plans" applicable Law, including ERISA and the Code; (b) each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax exempt under Section 501(a) of the Code; (c) neither the Company nor any Subsidiary is now, nor at any time has been, a member of a controlled group, as defined in Section 3(3412(n)(6)(B) of the Employee Retirement Income Security Act of 1974Code, as amended with any other company, entity or enterprise; ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control d) neither the Company nor any Subsidiary presently maintains or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed contributes to, or required to be nor any time has maintained or contributed to, by any single-employer plan (within the Companymeaning of Section 3(41) of ERISA) subject to Title IV of ERISA, and neither the Majority Stockholder or Company nor any Person that, together with the Company, Subsidiary is treated as a single employer under Section 414 of the Code for the benefit aware of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect circumstances pursuant to which the Company or any Subsidiary could have a material liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA; (f) neither the Company nor any Subsidiary has incurred, or reasonably expects to incur, any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified for any tax imposed under Section 401(a) Sections 4971 through 4980B of the Code or civil liability under Section 502(I) or (l) of ERISA; (g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code; (i) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked norbrought or, to the knowledge of the CompanyCompany and Subsidiaries, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter threatened against or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan and there are no facts or circumstances known to the Company or any Subsidiary that is an employee welfare benefit plan could reasonably be expected to give rise to any such suit, action or other litigation; (as defined in Section 3(l) of ERISA), (ij) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified tax has been incurred under Section 401(a) 511 of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits Code with respect to any employee Benefit Plan (or trust or other funding vehicle pursuant thereto); and (k) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, and each of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan and each Subsidiary has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any performed as of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries such date under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule 3.13(a) sets forth a true and complete list of all each bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, equity purchase, equity option, equity ownership, equity appreciation rights, phantom equity, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, separation or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, including, but not limited to, any "employee benefit plansplan" (as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder (each, a "Plan") established by Triton, or any predecessor or affiliate of Triton, existing as of the date hereof (or at any time within the five (5) year period prior thereto for a Plan subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control ) to which Triton contributes or other material employee benefit plans, programs, arrangements or agreements currently maintainedhas contributed, or contributed tounder which any employee, former employee or required to be maintained or contributed to, by the Company, the Majority Stockholder director of Triton or any Person that, together with the Companybeneficiary thereof is covered, is treated as eligible for coverage or has benefit rights (each, a single employer "Triton Benefit Plan") and identifies each of the Triton Benefit Plans that is intended to qualify under Section 414 401 of the Code for the benefit of any current or former employees(each, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the a "Benefit PlansTriton Qualified Plan"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan.; (b) Each Benefit Plan has been administered in accordance with its terms Schedule 3.13(b) sets forth a true and in compliance with the applicable provisions complete list of ERISAeach employee of Triton whose annual salary is $75,000 or more as of December 31, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect.2001; (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(aExcept as set forth on Schedule 3.13(c), respectivelyTriton does not maintain, of the Code and is not obligated to provide, benefits under any life, medical or health plan (other than as amended at least through the statutory changes implemented an incidental benefit under a Triton Qualified Plan) that provides benefits to retirees or other terminated employees other than benefit continuation rights under the Tax Reform Consolidated Omnibus Budget Reconciliation Act of 19861985, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationas amended. (d) No Benefit Plan Except as set forth on Schedule 3.13(d), Triton is subject to Title IV not controlled by, or under common control with, any other entity within the meaning of Section 4001 of ERISA or Section 412 of the Code and no Benefit Plan is a that has at any time contributed to any "multiemployer plan," (as that term is defined in Section 3(37) 4001 of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 Each of the Code during the time such Person was required to be treated as a single employer Triton Benefit Plans is, and its administration is and has been since inception, in compliance with the Company under Section 414 of its terms and, where applicable, with ERISA and the Code that would in all respects, except for such failures to comply which, individually or in the aggregate, are not reasonably likely to have a Company Triton Material Adverse Effect. (f) With Except as set forth on Schedule 3.13(f), all contributions and other payments required to be made by Triton to any Triton Benefit Plan with respect to any Benefit Plan that is an employee welfare benefit plan period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been set aside therefor and have been reflected in the Triton Financial Statements in accordance with GAAP. (g) Except as defined in Section 3(l) of ERISAset forth on Schedule 3.13(g), there are no pending claims by or on behalf of any Triton Benefit Plan, by any employee of Triton (i) no or a beneficiary of such Benefit Plan provides benefitsan employee), including without limitationwhich allege violations of law that, death individually or medical benefitsin the aggregate, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under are reasonably likely to result in a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Triton Material Adverse Effect. (gh) The execution ofExcept as set forth on Schedule 3.13(h), complete and performance correct copies of the transactions contemplated in, following documents have been made available to the MLP prior to the execution of this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) Agreement: (i) constitute an event under the Triton Benefit Plans and any related trust agreements and insurance contracts; (ii) current summary plan descriptions of each Triton Benefit Plan that will or may result in any payment subject to ERISA; (whether iii) the most recent Form 5500 and Schedules thereto for each Triton Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits the United States Internal Revenue Service with respect to any employee the qualified status of each Triton Qualified Plan; and (v) the most recent actuarial report of the Company qualified actuary of any Triton Benefit Plan which is subject to Part 3 of Title I of ERISA, Section 412 of the Code or Title IV of ERISA or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such other Triton Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebywhich actuarial valuations are conducted.

Benefit Plans; ERISA. (a) The Section 4.16 of the Company Disclosure Schedule sets forth Statement contains a complete and accurate list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently Benefit Plans maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary Subsidiary. Complete and with respect accurate copies of (i) all Employee Benefit Plans which have been reduced to which the Company or any Subsidiary has any liability writing, (collectively, the "ii) written summaries of all unwritten Employee Benefit Plans"). The Company has , if any, (iii) all related trust agreements, insurance contracts and summary plan descriptions, and (iv) all annual reports filed on IRS Form 5500, 5500C or 5500R for the last two plan years for each Employee Benefit Plan, have been delivered or made available to Parent true, complete and correct copies of each the Purchaser. Each Employee Benefit Plan. (b) Each Benefit Plan plan has been administered in all material respects in accordance with its terms and each of the Company and the Subsidiaries has met its obligations with respect to such Employee Benefit Plan and has made all required contributions thereto. The Company and all Employee Benefit Plans are in all material respects in compliance with the currently applicable provisions of ERISA, ERISA and the Code and the regulations thereunder. (b) Except as disclosed on Section 4.16 of the Company Disclosure Statement, there are no investigations by a Governmental Entity, termination proceedings or other applicable lawclaims (except claims for benefits payable in the normal operation of the Employee Benefit Plans and proceedings with respect to qualified domestic relations orders), except where the failure suits or proceedings against or involving any Employee Benefit Plan or asserting any rights or claims to so administer or comply would not have a Company Material Adverse Effectbenefits under any Employee Benefit Plan that could give rise to any liability. (c) All the Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code have been the subject of determination received determination, opinion or notification letters from the Internal Revenue Service to the effect that such Employee Benefit Plans are qualified and the plans and the trust related thereto are exempt from federal income taxes under Section Sections 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986Code, no such determination, opinion or notification letter has been revoked and revocation has not been threatened, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Employee Benefit Plan has been amended since the date of its most recent determination determination, opinion or notification letter or application therefor in any respect respect, and no act or omission has occurred, that would adversely affect its qualificationqualification or increase its cost. (d) No Neither the Company nor any Subsidiary has ever maintained an Employee Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and or Title IV of ERISA. (e) At no Benefit Plan is a time has the Company or any Subsidiary been obligated to contribute to any "multiemployer multi-employer plan" (as defined in Section 3(374001(a)(3) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to There are no unfunded obligations under any Employee Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond providing benefits after termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company (or to any of its Subsidiaries, or (ii) result in the triggering or imposition beneficiary of any restrictions or limitations on the right such employee), including but not limited to retiree health coverage and deferred compensation, but excluding continuation of health coverage required to be continued under Section 4980B of the Company Code, any applicable state health insurance continuation law and any state insurance conversion privileges law. (g) No act or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates omission has occurred and no condition exists with respect to any Employee Benefit Plan maintained by the Company or any Subsidiary that would subject the Company or any Subsidiary to any fine, penalty, tax or liability of any kind imposed under ERISA or the Code. (h) No Employee Benefit Plan is funded by, associated with, or related to "voluntary employee's beneficiary association" within the meaning of Section 501(c)(9) of the Code. (i) No Employee Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Employee Benefit Plan. (j) Except as set forth in Section 4.16 of the Company's Disclosure Statement, there is no: (i) written agreement with any director, executive officer or other key employee of the Company or any of its Subsidiaries under which has not been terminated in accordance with its terms (A) the benefits of which are contingent, or the terms of which are altered, upon occurrence of a transaction involving the Company or any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) its Subsidiaries of the Code. The parties hereby agree nature of any of the transactions contemplated by this Agreement, (B) providing any term of employment or compensation guarantee or (C) providing severance benefits or other benefits after the termination of employment of such director, executive officer or key employee; (ii) agreement, plan or arrangement under which any person may receive payments from the Company or any of its Subsidiaries that may be subject to use their commercially reasonable efforts to limit the application of tax imposed by Section 280G(b)(1) 4999 of the Code to or included in the transactions contemplated hereby.determination of such person's

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(32.14(a) of the Employee Retirement Income Security Act Disclosure Schedule (i) contains a true and complete list and description of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 each of the Code for the benefit of any current or former employeesBenefit Plans, officers, directors or independent contractors (ii) identifies each of the Company or Benefit Plans that is a Qualified Plan and (iii) identifies each Benefit Plan which at any Subsidiary and with respect to which time during the Company or any Subsidiary has any liability (collectively, five-year period preceding the "date of this Agreement was a Defined Benefit Plans")Plan. The Company has delivered not scheduled or agreed upon future increases of benefit levels (or creations of new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made available the subject of representations to Parent trueEmployees or requested or demanded by Employees under circumstances which make it reasonable to expect that such increases will be granted. Except as disclosed in Section 2.14(a) of the Disclosure Schedule, complete no loan is outstanding between the Company and correct copies any Employee. (b) The Company does not maintain nor is it obligated to provide benefits under any life, medical or health plan which provides benefits to retired or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended. (c) Except as set forth in Section 2.14(c) of the Disclosure Schedule, each Benefit Plan covers only Employees (or former employees or beneficiaries with respect to service with the Company), so that the transactions contemplated by this Agreement will require no spin-off of assets and liabilities or other division or transfer of rights with respect to any such plan. (d) Neither the Company nor any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has at any time contributed to any “multiemployer plan”, as that term is defined in Section 4001 of ERISA. (e) Each of the Benefit Plans maintained by the Company is, and its administration is and has been since inception, in all material respects in compliance with, and the Company has not received any claim or written notice that any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including the requirements of ERISA, the Code, the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of the Civil Rights Act of 1964. Each Benefit Plan maintained by the Company which is intended to provide for the deferral of income, the reduction of salary or other compensation or to afford other Tax benefits complies in all material respects with the requirements of the applicable provisions of the Code or other Laws required in order to provide such Tax benefits. (f) The Company is not in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by Sellers or the Company to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been set aside therefor and have been reflected in Financial Statements in accordance with the policies utilized by the Company in preparing the Books and Records of the Company. There are no outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of such Benefit Plan. (bg) Each No event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan has been administered in accordance with its terms and in compliance with Plan, under which the applicable provisions Company, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk of liability under Section 409 of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a502(i) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a)ERISA, respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 4975 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)Code. (eh) No Person transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to the Company, Purchaser or any corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA, and no event or condition exists or has existed with respect to a Benefit Plan which could reasonably be expected to result in any such liability with respect to Purchaser, the Company, or any such corporation or organization. No “reportable event” within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plan. No termination re-establishment or spin off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any material liability under Title IV of ERISA accumulated funding deficiency whether or Section 412 of not waived. No filing has been made and no proceeding has been commenced for the Code during the time such Person was required to be treated as complete or partial termination of, or withdrawal from, any Benefit Plan which is a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse EffectPension Benefit Plan. (fi) With No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) To the Knowledge of Sellers, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company, or any fiduciary of any such Benefit Plan, nor is there any basis for such a claim. (k) No employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (l) The fair market value of the assets of each Subject Defined Benefit Plan, as determined as of the last day of the plan year of such plan which coincides with or first precedes the date of this Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Subject Defined Benefit Plan at said date and, to the Knowledge of Sellers, there have been no material changes in such values since said date. (m) Complete and correct copies of the following documents have been furnished to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including without limitation, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan that is an employee welfare benefit plan funded through a trust; (as defined in Section 3(lvi) the most recent actuarial report of ERISA), (i) no such the qualified actuary of any Subject Defined Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement any other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan with respect to which actuarial valuations are conducted; and (vii) all qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees domestic relations orders or other former employees) may be amended or terminated without liability that would have a orders received by the Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under governing payments from any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made maintained by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth 6.11(a) contains a true and complete list of all "employee benefit plans" (Benefit Plans. Except as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")set forth on Schedule 6.11(a), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control Transferor has not scheduled or other material employee agreed upon future increases of benefit plans, programs, arrangements levels (or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 creations of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and new benefits) with respect to any Benefit Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by Business Employees under circumstances which make it reasonable to expect that such increases will be granted. (b) Transferor has provided Acquiror with a copy of the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete current summary plan description and correct copies summary of material modifications of each Benefit Plan or, if a summary plan description is not required under ERISA for such plan, a summary of the benefits of such Benefit Plan. (bc) Each Benefit Plan has been administered Transferor does not have any liability arising directly or indirectly in accordance connection with its terms and in compliance any failure of Transferor or any ERISA Affiliate to comply with the applicable Consolidated Omnibus Reconciliation Act of 1985, as amended, subject to the provisions of ERISA, Section 4980B of the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. Part 6 of Subtitle B of Title I of ERISA (c“COBRA”) All Benefit Plans intended to for which Acquiror could be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationheld liable. (d) No Benefit Plan is Transferor does not have any Liability arising directly or indirectly to or with respect to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA or any defined benefit pension plan subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)for which Acquiror could be held liable. (e) No Person has incurred Except as set forth on Schedule 6.11(e), no Benefit Plan will result in the payment of money or any material liability under Title IV other property or rights, or accelerate or provide any other rights or benefits, to any current or former employee of ERISA Transferor (or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code other current or former service provider thereto) that would not have a Company Material Adverse Effectbeen required but for the transactions provided for herein. Except as set forth on Schedule 6.11(e), Transferor does not maintain any Benefit Plan which provides severance or similar benefits to Business Employees or other service providers with respect to the Business. (f) With No Benefit Plan will be transferred to or assumed by Acquiror (or any Affiliate of Acquiror) and nothing has occurred or failed to occur with respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement which will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation Liability to fund benefits with respect to any employee of the Company Acquiror or any Affiliate of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyAcquiror.

Benefit Plans; ERISA. (a) The All Benefit Plans are listed in Schedule 3.13, and copies of all documentation relating to such Benefit Plans have been delivered or made available to Harsco (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Schedule 3.13 hereto: (i) each Benefit Plan has at all times been maintained and administered in all material respects in accordance with its terms and with the requirements of all applicable law, including ERISA and the Code, and each Benefit Plan intended to qualify under Section 401(a) of the Code has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under Section 501(a) of the Code; (ii) no Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code; (iii) the "amount of unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA; (iv) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA Affiliate since the effective date of Section 4043; (v) with respect to each Multiemployer Plan (i) no withdrawal liability has been incurred by the Company Disclosure or any ERISA Affiliate , and the Company has no reason to believe that any such liability will be incurred, prior to the Closing Date, (ii) no such plan is in "reorganization" (within the meaning of Section 4241 of ERISA), (iii) no notice has been received that increased contributions may be required to avoid a reduction in plan benefits or the imposition of an excise tax, or that the plan is or may become "insolvent" (within the meaning of Section 4241 of ERISA), (iv) no proceedings have been instituted by the Pension Benefit Guaranty Corporation against the plan, (v) there is no contingent 52 14 liability for withdrawal liability by reason of a sale of assets pursuant to Section 4204 of ERISA, and (vi) except as disclosed in Schedule sets forth 3.13, if the Company or any ERISA Affiliate were to have a complete list or partial withdrawal under Section 4203 of all "employee benefit plans" ERISA as of the Closing, no obligation to pay withdrawal liability would exist on the part of the Company or any ERISA Affiliate; (as defined in vi) no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Title IV of ERISA to any party with respect to any Benefit Plan or Multiemployer Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (vii) neither the Company nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 3(34971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA; (viii) no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (ix) no tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); (x) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment; (xi) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought or, to the knowledge of the Company, threatened against or with respect to any Benefit Plan and there are no facts or circumstances known to the Company that could reasonably be expected to give rise to any such suit, action or other litigation; and (xii) all contributions to Benefit Plans and Multiemployer Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as disclosed in Schedule 3.13, and the Company has performed all material obligations required to be performed under all Benefit Plans. (b) Except as set forth in Schedule 3.13 hereto, neither the execution and delivery of this Agreement nor the consummation of the transaction contemplated hereby constitutes a change of control or has or will accelerate benefits under any Benefit Plan. (c) As used herein: (i) "Benefit Plan" means any Plan, existing at the Closing Date or prior thereto, established or to which contributions have at any time been made by the Company, or any predecessor of the foregoing, or under which any employee, former employee or director of the Company or any beneficiary thereof is covered, is eligible for coverage or has benefit rights. (ii) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder. (iii) "ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintainedERISA Affiliate" means any business entity which is, or contributed toat any time was, a member of a controlled group (within the meaning of Section 412(n)(6) of the Code) that includes, or required to be maintained or contributed toat any time included, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and predecessor of the foregoing. (iv) "Multiemployer Plan" means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA with respect to which the Company or any Subsidiary ERISA Affiliate has any an obligation to contribute or has or could have withdrawal liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions under Section 4201 of ERISA. (v) "Plan" means any bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement, stock purchase, stock option, stock ownership, stock appreciation rights, phantom 53 15 stock, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen's compensation or other insurance, severance, separation or other employee benefit plan, practice, policy or arrangement of any kind, whether written or oral, or whether for the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) benefit of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to individual or more than one individual including, but not limited to, any Benefit Plan that is an "employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment,plan" within the meaning of Section 280G(b)(13(3) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyERISA.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(32.09(a) of the Employee Retirement Income Security Act Disclosure Schedule contains a true and complete list and description of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 each of the Code for the benefit of any current or former employees, officers, directors or independent contractors Benefit Plans and identifies each of the Company or any Subsidiary Benefit Plans that is a Qualified Plan and with respect relates to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit PlanEmployees. (b) Each Benefit Plan has been administered Except as disclosed in accordance with its terms Section 2.09(b) of the Disclosure Schedule, Seller does not maintain nor is it obligated to provide benefits under any life, medical or health plan which provides benefits to retired or other terminated Employees other than (i) benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended, and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect(ii) incidental benefits under any Qualified Plan. (c) All Benefit Plans intended to be qualified Neither Seller, any ERISA Affiliate nor any other corporation or organization controlled by or under Section 401(a) common control with any of the Code have been foregoing within the subject meaning of determination letters from the Internal Revenue Service to the effect Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any "multiemployer plan," as that such Benefit Plans are qualified and exempt from federal income taxes under term is defined in Section 401(a) and 501(a), respectively, 4001 of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationERISA. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 Each of the Benefit Plans relating to the Employees is, and its administration is and has been since inception, in compliance with ERISA and the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)all material respects. (e) All contributions and other payments required to be made by Seller to any Benefit Plan relating to the Employees with respect to any period ending before or at or including the Closing have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor. (f) (i) No Person transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to Purchaser or any corporation or organization controlled by or under common control with Purchaser within the meaning of Section 4001 of ERISA, (ii) neither Seller nor any ERISA Affiliate has incurred any material liability under Title IV of ERISA (other than for the payment of PBGC insurance premiums in the ordinary course), (iii) the Assets are not subject to Lien under Title IV of ERISA or Section 412 of the Code during Code, and (iv) there does not exist any proceeding, fact or circumstance that might reasonably be expected to result in Seller or any ERISA Affiliate incurring liability under Title IV of ERISA (other than for the time such Person was required to be treated as payment of PBGC insurance premiums in the ordinary course) or the imposition of a single employer with Lien on the Company Assets under Title IV of ERISA or Section 414 412 of the Code that would have a Company Material Adverse EffectCode. (fg) With There are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law. (h) Complete and correct copies of the following documents have been made available to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any related trust agreements and insurance contracts; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination letter issued by the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan that is an employee welfare benefit plan funded through a trust; and (as defined in Section 3(lvi) the most recent actuarial report of ERISA), (i) no such the qualified actuary of any Subject Defined Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement any other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyactuarial valuations are conducted.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule 3.13(a) sets forth a complete list of all "employee benefit plans" every Employee Program that is sponsored, maintained or contributed to by the Company or an ERISA Affiliate. (b) Each Employee Program that has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and has, in fact, to the Company’s Knowledge, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date. To the Company’s Knowledge, no event or omission has occurred that would cause any Employee Program to lose its tax qualification. Each asset held under any Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program. (c) With respect to each Employee Program, there has been no (i) “prohibited transaction” as defined in Section 3(3406 of ERISA or Code Section 4975, (ii) failure to comply with any provision of ERISA, the Employee Retirement Income Security Act Code, applicable securities laws, other applicable Law, or any agreement, or (iii) non-deductible contribution, which, in the case of 1974, as amended any of ("ERISA")i), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained(ii), or contributed to(iii), or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of could subject the Company or any Subsidiary and ERISA Affiliate or the Buyer to any material liability either directly or indirectly. No litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Company’s Knowledge, threatened with respect to which any Employee Program. All payments and/or contributions required to have been made with respect to all Employee Programs, for all periods prior to the Closing Date, have been made. (d) Neither the Company nor any ERISA Affiliate has ever maintained an Employee Program that is or was subject to Title IV of ERISA. Neither the Company nor any Subsidiary Affiliate has ever maintained a Multiemployer Plan. None of the Employee Programs has ever provided any liability post-employment non-pension benefits (collectively, the "Benefit Plans"). The Company other than as required by part 6 of subtitle B of title I of ERISA) or has delivered or made available ever promised to Parent trueprovide such post-termination benefits. (e) With respect to each current Employee Program, complete and correct copies of each Benefit Plan. the following documents (bif applicable to such Employee Program) Each Benefit Plan has have previously been administered in accordance delivered to Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended to the date hereof; (ii) the most recent IRS determination or approval letter with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure respect to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be any Employee Program qualified under Code Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the most recently filed IRS Forms 5500, with all applicable schedules and accountants’ opinions attached thereto; (iv) the most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of the Code have been the subject of determination letters from the Internal Revenue Service such Employee Program provided to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(aemployees) and 501(a), respectively, of all modifications thereto; (vi) any insurance policy (including any fiduciary liability insurance policy or fidelity bond) related to such Employee Program; (vii) any registration statement or other filing made pursuant to any federal or state securities law and (viii) all material correspondence to and from any state or federal agency within the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no last three years with respect to such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse EffectEmployee Program. (f) With respect to To the Knowledge of the Company, there is no Employee Program or other contract between the Company or any Benefit Plan that is an employee welfare benefit plan Affiliate and any “service provider” (as such term is defined in Section 3(l409A of the Code and the regulations and IRS guidance thereunder) that provides for the deferral of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under compensation that is not in compliance in all material respects with Section 401(a) 409A of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The Neither the execution of, and performance delivery of this Agreement nor the consummation of the transactions contemplated in, this Agreement will not hereby could (either alone or upon the occurrence of in conjunction with any additional or subsequent eventsother event) (i) constitute an event under any Benefit Plan that will result in, or may result in cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect benefit to any employee employee, officer, director or other service provider of the Company or any of its Subsidiaries, Affiliates; or (ii) result in the triggering or imposition of any restrictions or limitations on limit the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under Affiliates to amend, merge, terminate or receive a reversion of assets from any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyEmployee Program or related trust.

Benefit Plans; ERISA. (a) The Company Schedule 4.17 of the Disclosure Schedule sets forth contains a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be Benefit Plans maintained or contributed to, by the Company, Sellers or the Majority Stockholder or any Person that, together with Xxxxxxxx Islands Subsidiaries (the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit “Employee Plans"”). The Company has delivered or made available to Parent true, complete Sellers and correct copies the Xxxxxxxx Islands Subsidiaries have complied in all material respects with the provisions of each Benefit Plan. (b) Each such Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other ERISA, have administered each such Plan in material compliance with the provisions of each such Plan and the applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) requirements of the Code and ERISA, have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified timely made all required contributions thereto and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has have not directly or indirectly withdrawn or borrowed against any amounts in any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) Plan. No Benefit Employee Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" plan (as defined in within the meaning of Section 3(37) of ERISA). (e) No Person has incurred , and neither the Sellers nor any material Xxxxxxxx Islands Subsidiary have any liability under Title IV of ERISA or Section 412 of the Code during the time with respect to any such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) plan. With respect to any Benefit each Employee Plan that is an employee welfare benefit plan (as defined in Section 3(l) intended to be tax-qualified within the meaning of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, a favorable determination or opinion letter has been obtained for such Plan, and (ii) each such Benefit Plan (including any such Plan covering retirees is so qualified. Neither the Sellers nor the Xxxxxxxx Islands Subsidiaries are subject to any obligation to pay or provide retiree or other former employees) may be amended post-employment medical or terminated without liability that would have a Company Material Adverse Effectother retiree or other post-employment welfare or similar benefits. (g) The Neither the execution of, and performance delivery of this Agreement nor the consummation of the transactions contemplated in, this Agreement hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits combination with respect to any employee of the Company or any of its Subsidiaries, or (iianother event) result in the triggering or imposition payment of any restrictions amount that would, individually or limitations on the right of the Company or Parent in combination with any other such payment, reasonably be expected to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as constitute an "“excess parachute payment," within the meaning of ” as defined in Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Each “nonqualified deferred compensation plan” (as defined in Section 280G(b)(1409A(d)(1) of the Code to Code) of the transactions contemplated herebySeller complies with Section 409A of the Code. Each stock option and stock appreciation right granted by the Seller has been granted with an exercise price no lower than “fair market value” (within the meaning of Section 409A of the Code) as of the grant date of such option or stock appreciation right.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a 4.8 lists all material Benefit Plans. True and complete list copies of all "such Benefit Plan documents, amendments and summary plan descriptions will have been made available to Buyer within four (4) days after the date of this Agreement. With respect to the Classified Plan, Seller has provided or will provide to Buyer true and complete copies of the following documents: (i) all documents embodying or governing the Classified Plan and any funding medium for such plan (including, without limitation, trust agreements) as they may have been amended to the date hereof, (ii) the IRS determination letter, (iii) the most recently filed Form 5500, with all applicable schedules and accountants’ opinions attached thereto and (iv) the summary plan description for such plan (or other descriptions of such plan provided to employees) and all modifications thereto. (b) Except as set forth on Schedule 4.8, no liability under Title IV or Section 302 of ERISA has been incurred by HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company that has not been satisfied in full, and no condition exists that presents a material risk to HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). Insofar as the representation made in this Section 10.8 applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made with respect to any employee benefit plans" plan, program, agreement or arrangement subject to Title IV of ERISA to which HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company made, or was required to make, contributions during the five (5)-year period ending on the last day of the most recent plan year ended prior to the earlier of the Regulatory Approval Closing Date or the Closing Date. (c) The Classified Plan is not a “multiemployer plan” as defined in Section 3(37) of ERISA. Prior to the Closing Date all required contributions to the Classified Plan will be made. The Classified Plan has not incurred an accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code. With respect to the Classified Plan there have been no “reportable events,” within the meaning of ERISA Section 4043, or the regulations thereunder, for which the notice requirement is not waived under 29 C.F.R. Part 4043. The Classified Plan is not presently under audit or examination (nor has notice been received of a potential audit or examination) by the Internal Revenue Service, the Department of Labor, or any other governmental agency or entity, and no matters are pending under the IRS Employee Plans Compliance Resolution System, the IRS closing agreement program, or other similar program. (d) Except as expressly provided in this Agreement, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company to severance pay, unemployment compensation or any other payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. (e) There has been no material failure of any of the Benefit Plans that is a group health plan (as defined in Section 3(35000(b)(1) of the Employee Retirement Income Security Act Code) to meet the requirements of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 4980B(f) of the Code with respect to a qualified beneficiary (as defined in Section 4980B(g) of the Code). Neither HGC Holdings nor the Company nor any ERISA Affiliate of HGC Holdings or the Company has contributed to a nonconforming group health plan (as defined in Section 5000(c) of the Code) and no ERISA Affiliate of Seller has incurred a tax under Section 5000(e) of the Code that is or could become a liability of Buyer or HGC Holdings and the Company. (f) To the Knowledge of Seller and each Seller Subsidiary, the Classified Plan has been maintained, funded and administered substantially in accordance with the terms of such plan and substantially complies in form and in operation with the applicable requirements of ERISA and the Code. To the Knowledge of Seller and each Seller Subsidiary, the Classified Plan is qualified under Section 401(a) of the Code. (g) Prior to the Closing Date, full payment will be made of all amounts that HGC Holdings or the Company is required to have paid as premiums or contributions, for all periods prior to Closing, to the benefit Hawaii Teamsters Health and Welfare Trust. (h) There are no pending, or to the Knowledge of Seller or any Seller Subsidiary, threatened claims by or on behalf of any current Benefit Plans, by any employee or former employeesbeneficiary covered under any such Benefit Plans, officers, directors or independent contractors otherwise involving any such Benefit Plans (other than routine claims for benefits). (i) The 401K Plan of the Company and The Classified Plan are the only Employee Plans of HGC Holdings or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans which are intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationCode. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all Each "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). 3 (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l3) of ERISA), (i) no such Benefit Plan provides benefitsbonus, including without limitationdeferred compensation, death stock option, stock purchase or medical benefitsother equity compensation plan, beyond program or arrangement, each employment, termination of or severance agreement or plan, incentive compensation or other agreement whether written or oral relating to employment or retirement other than (A) coverage mandated by law or (B) death or retirement fringe benefits under a Benefit Plan qualified under Section 401(a) of the Codefor employees, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended , officers or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance directors of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company Delta or any of its Subsidiaries, maintained or (ii) result in the triggering or imposition contributed to by Delta of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under at any Benefit Plan time during the 7-calendar year period immediately preceding the Closing Date (collectively, the "Plans") is listed at Section 4.15 of the Disclosure Schedule, attached hereto, and except as disclosed at Section 4.15 of the Disclosure Schedule, is in connection material compliance with the Offer applicable Law and has been administered and operated in all material respects in accordance with such applicable Law and the Merger will terms of the Plan. No Plan is or has been covered by Section 302 or Title IV of ERISA or is or has been subject to the minimum funding requirements of Section 412 of the Code. Each Plan which is intended to be characterized as an "excess parachute payment,qualified" within the meaning of Section 280G(b)(1401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. All trusts maintained under the Plans are exempt from taxation under Section 501(a) of the Code. The parties hereby agree Full payment has been made of all amounts which Delta or any of its Subsidiaries were required under the terms of the Plans to use their commercially reasonable efforts have paid as contributions to limit such Plans on or prior to the application date hereof (excluding any amounts not yet due). Neither Delta nor any of its Subsidiaries nor any other "disqualified person" or "party in interest" (as defined in Section 280G(b)(14975(e)(2) of the Code and Section 3 (14) of ERISA, respectively) has engaged in any transaction in connection with any Plan that could reasonably be expected to result in the imposition of a penalty pursuant to Section 409 of ERISA or a Tax pursuant to Section 4975(a) of the Code. No Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Acquired Companies or any Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary). Each Plan subject to the requirements of Section 601 or ERISA has been operated in compliance therewith. Except as listed at Section 4.15 of the Disclosure Schedule, no individual shall accrue or receive additional benefits, services or accelerated rights to payment of benefits as a direct result of the transactions contemplated herebyby this Agreement. No material liability, claim, investigation, audit, action or litigation has been incurred, made, commenced or, to the Knowledge of Delta, is threatened or anticipated, by or against Delta or any of its Subsidiaries with respect to any Plan (other than for benefits payable in the ordinary course). No plan or related trust owns any securities in violation of Section 407 of ERISA. No material liability has been, or could reasonably be expected to be, incurred under Title IV of ERISA (other than for benefits payable in the ordinary course of PBGC insurance premiums) or Section 412(f) or (n) of the Code by any entity required to be aggregated with Delta or any of its Subsidiaries pursuant to Section 4001 (b) of ERISA and/or Section 414(b) or (c) of the Code (and the regulations promulgated thereunder) with respect to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) which is not a Plan. With respect to each Plan, Delta has delivered or caused to be delivered to Acquiror and its counsel true and complete copies of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto or, if the Plan is not a written Plan, a description thereof; (ii) the current summary plan description with any applicable summaries of material modifications thereto as well as any other material employee communications; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent Internal Revenue Service determination letter and, if a request for such a letter has been filed and is currently pending with the Internal Revenue Service, a copy of such filing; (v) the three most recently prepared Internal Revenue Service Forms 5500; (vi) the most recently prepared financial statements; and (vii) all material related to contracts, service provider agreements and investment management and investment advisory agreements. Prior to 1997, Delta was exempt from any requirement to prepare audited financial statements for any Plan.

Benefit Plans; ERISA. (a) The Company Disclosure All Benefit Plans are listed in Schedule sets forth a complete list 4.14, and copies of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required documentation relating to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available to Parent true, complete and correct the Purchaser (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, -39- material employee communications, and IRS determination letters). Except as disclosed in the corresponding subparagraph of Schedule 4.14: (a) each Benefit Plan. (b) Each Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all applicable Laws, including ERISA and the Code; and each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified qualify under Section 401(a) of the Code have has at all times since its adoption been the subject so qualified, and each trust which forms a part of determination letters from the Internal Revenue Service to the effect that any such Benefit Plans are qualified and plan has at all times since its adoption been tax-exempt from federal income taxes under Section 401(a501(a) and 501(a), respectively, of the Code as amended at least through Code; (b) no Benefit Plan is a multiemployer plan within the statutory changes implemented under meaning of Section 3(37) of ERISA or a multiple employer plan within the Tax Reform Act meaning of 1986, and Section 413(c) of the Code; (c) no such determination letter has been revoked norLiabilities exist or, to the knowledge of any of the Designated Persons, would reasonably be expected to arise with respect to the Company's Defined Benefit Pension Plan which was terminated effective November 30, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification.1996; (d) No none of the Seller Parties, the Company, the Subsidiaries thereof or the ERISA Affiliates has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA; (e) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (f) no Tax has been incurred under Section 511 of the Code with respect to any Benefit Plan (or any trust or other funding vehicle utilized pursuant thereto); (g) no Benefit Plan (other than the Company's Defined Benefit Pension Plan which was terminated effective November 30, 1996) is subject to Title IV of ERISA or Section 412 of the Code and ERISA; (h) no Benefit Plan is a "multiemployer plan" (provides health or death benefit coverage beyond the termination of an employee's employment, except as defined in Section 3(37) required by Part 6 of ERISA). (e) No Person has incurred any material liability under Subtitle B of Title IV I of ERISA or Section 412 4980B of the Code during or any state laws requiring continuation of benefits coverage following termination of employment; (i) no Actions or Proceedings (excluding claims for benefits incurred in the time such Person was required ordinary course of plan activities) have been brought or, to be treated as a single employer with the Company under Section 414 knowledge of any of the Code that would have a Company Material Adverse Effect. (f) With Designated Persons, threatened against or with respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) and there are no such Benefit Plan provides benefits, including without limitation, death facts or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) circumstances known to any of the CodeSeller Parties, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any Subsidiary thereof that could reasonably be expected to give rise to any such Action or Proceeding; and (j) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP in all material respects, all of its Subsidiarieswhich accruals under unfunded Benefit Plans are as disclosed in Schedule 4.14, or (ii) result in the triggering or imposition of any restrictions or limitations on the right and each of the Seller Parties, the Company or Parent to cause any such Benefit Plan and the Subsidiaries thereof has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made performed by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries it under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Company Section 5.21 of the Disclosure Schedule sets forth a complete list of lists all "“employee benefit plans" (as defined in ” within the meaning of ERISA Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonusand all other retirement, profit-sharing, pension, profit sharingstock-option, deferred stock-bonus, equity purchase, equity appreciation rights, phantom equity, deferred-compensation, long-term care, severance, sick-leave, leave of absence, layoff, vacation, day or dependent care, legal services, cafeteria, life, health, accident, disability, workmen’s compensation or other insurance bonus, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programspractices, policies or arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any kind, whether written or oral, (i) providing benefits to current or former employees, directors, officers, directors or independent contractors managers, in each case whether or not terminated, of the Company ( that are maintained, sponsored, or contributed to by or on behalf of the Company or any Subsidiary with respect to which the Company has an obligation to contribute, and (ii) with respect to which the Company or any Subsidiary has ERISA Affiliate may otherwise have any liability liability, whether direct or indirect (including any such plan or other arrangement previously maintained by the Company) (collectively, the "“Benefit Plans"”). The All Benefit Plans have been maintained and operated, in all material respects, in accordance with the terms and conditions of the respective plan documents and all applicable Laws, including, but not limited to ERISA, the Code, the Americans with Disabilities Act of 1990, the Family Medical Leave Act of 1993, the Health Insurance Portability and Accountability Act of 1996, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, and all regulations and guidance issued thereunder. Except as disclosed in Section 5.21 of the Disclosure Schedule, with respect to any Benefit Plan that is a welfare benefit plan: (i) no event has occurred, and no condition or circumstance exists, that has or would reasonably be expected to subject the Company, any ERISA Affiliate or any Benefit Plan to a penalty, tax or assessable payment under Sections 4980D or 4980H of the Code for 2016, 2017, 2018 or 2019, (ii) the Company has delivered not been assessed or made available charged, nor does the Company reasonably expect to Parent trueowe a penalty, complete tax or other assessable payment under Sections 4980D or 4980H of the Code for any month during the period beginning on January 1, 2015 and correct copies ending on Closing Date, (iii) the Company has accurately filed and distributed, or will timely and accurately file and distribute, Forms 1094-C and 1095-C in accordance with the requirements of Code Sections 6055 and 6056 and the regulations and related guidance promulgated thereto, and (iv) for each month during the period beginning on January 1, 2015 and ending on the Closing Date, the Company has properly identified each employee who is a “full-time employee,” as defined in Section 4980H of the Code and the regulations and related guidance promulgated thereunder. No Benefit Plan. Plan is a (bpre- or after-tax) “employer payment plan” or a health reimbursement arrangement not integrated with an otherwise compliant group health plan (within the meaning of IRS Notice 2013-54 and any subsequent guidance). Each return, report statement, notice, declaration and other document required by any Law or Government Authority, federal, state and local (including, without limitation, the IRS and the U.S. Department of Labor) with respect to each such Benefit Plan has been administered in accordance with its terms and in compliance timely filed with the applicable provisions appropriate Government Authority or distributed to plan participants or beneficiaries, and each such return, report, statement, notice, declaration or other document has been complete and accurate in all material respects, and no liability in connection with such filings has been incurred nor, to Seller’s Knowledge, is there any reasonable basis for any such liability. No excise taxes with respect to any Benefit Plan are due and outstanding nor, to Seller’s Knowledge, is there a basis for the imposition of ERISA, the Code and other applicable law, except where the failure such excise taxes. The IRS has issued a favorable determination letter or prototype or volume submitter plan opinion or advisory letter with respect to so administer or comply would not have a Company Material Adverse Effect. (c) All each Benefit Plans Plan that is intended to be a “qualified under plan” within the meaning of Code Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service and, to the effect extent that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a)Plan is the adopter of a prototype or volume submitter plan document, respectively, of the Code as amended at least through Benefit Plan sponsor is entitled to rely on such IRS opinion or advisory letter to the statutory changes implemented under the Tax Reform Act of 1986extent provided in Revenue Procedure 2015-36, and no such determination letter amendment has been revoked nor, to the knowledge of the Company, has revocation been threatened, made nor has any event occurred that would reasonably be expected to adversely affect such reliance. Each such Benefit Plan is a qualified plan under Code Section 401(a). Additionally, each trust created under any such Benefit Plan been amended since the date of its most recent determination letter is exempt from taxation under Code Section 501(a), and nothing has occurred that has or application therefor in any respect that would reasonably could be expected to adversely affect its qualification. (d) such exemption. No Benefit Plan is subject to Title IV of ERISA, ERISA Section 302 or Code Section 412 of the Code and no 412. No Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) Multiemployer Plan, a Multiple Employer Plan. The Company has not contributed to, or been obligated to contribute to, any plan subject to Title IV of ERISA), ERISA Section 302, Code Section 412, or any Multiemployer Plan, Multiple Employer Plan. Except for continuation coverage as required by COBRA or by applicable state insurance Laws, no Benefit Plan provides life, health, medical, or other welfare benefits to former employees or their beneficiaries or dependents. The Company has performed its obligations, in all material respects, under the Benefit Plans. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (fb) With respect to any the Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) Plans, the Company has made available to Buyer accurate, correct and complete copies of ERISA)the following, to the extent applicable: (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Codecurrent plan and related trust documents, and amendments thereto; (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such each Benefit Plan which is unwritten, a detailed written description of eligibility, participation, benefits, funding arrangements, assets and any other matters which relate to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the obligations of the Company, Parent(iii) current summary plan descriptions, or any summaries of their respective subsidiaries or affiliates with respect to any material modifications and memoranda, employee of handbooks and other written communications regarding the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.Plans;

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (Except as defined disclosed in Section 3(3) SECTION 3.18 of the Employee Retirement Income Security Act of 1974Disclosure Schedule, as amended Savers has not had within the past six ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements 6) years and does not currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder have any Benefit Plan or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of commitment or obligation to create any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (ba) Each Neither Savers, nor any of its respective Affiliates has any Contract, plan, or commitment, whether legally binding or not, to create any additional Benefit Plan or to modify or change any existing Benefit Plan. Each contribution or other payment required to be made or to be voluntarily made by Savers on or before December 31, 1995 with respect to any of the Benefit Plans has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectmade. (cb) All None of the Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter is or has been revoked nora multi-employer plan, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect as that would adversely affect its qualification. (d) No Benefit Plan term is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA. There has been no transaction, action, or omission involving Savers, any ERISA Affiliate, or (to the best knowledge of Savers) any fiduciary, trustee, or administrator of any Benefit Plan, or any other Person dealing with any such Benefit Plan or the related trust or funding vehicle, that in any manner violates or will result in a violation (with or without notice or lapse of time or both) of Sections 404 or 406 of ERISA or constitutes or will constitute (with or without notice or lapse of time or both) a prohibited transaction (as defined in Section 4975(c)(I) of the Code or Section 406 of ERISA) for which there exists neither a statutory nor a regulatory exemption and which could subject Savers or any party in interest (as defined in Section 3(14) of ERISA) to criminal or civil sanctions under Section 501 or 502 of ERISA, or to Taxes under Code Section 4975, or to any other Liability. (c) There has been no reportable event (as defined in Section 4043(b) of ERISA) with respect to any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan for which notice to the PBGC has not been waived by rule or regulation. Neither Savers, nor any ERISA Affiliate has any Liability to the PBGC (other than any Liability for insurance premiums not yet due to the PBGC), to any present or former participant in or beneficiary of any Benefit Plan (or any beneficiary of any such participant or beneficiary), or to any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan. No event, fact, or circumstance has arisen or occurred that has resulted or may reasonably be expected to result in any such Liability or a claim against Savers by the PBGC, by any present or former participant in or any beneficiary of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan (or any beneficiary of any such participant or beneficiary), or by any such Benefit Plan. No filing has been or will be made by Savers, or any ERISA Affiliate, and no proceeding has been commenced, for the complete or partial termination of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan, and no complete or partial termination of any such Benefit Plan has occurred or, as a result of the execution or delivery of this Amended and Restated Merger Agreement or the consummation of the transactions contemplated hereby, will occur. (d) All amounts that Savers is required to pay by Law or under the terms of the Benefit Plans as a contribution or other payment to or in respect of such Benefit Plans as of December 31, 1996 have been paid. The funding method used in connection with each Benefit Plan that is or at any time has been subject to the funding requirements of Title I, Subtitle B, Part 3 of ERISA, meets the requirements of ERISA and the Code. No Benefit Plan subject to Title IV of ERISA (or any trust established thereunder) has ever incurred any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of such Benefit Plan. With respect to any period for which any contribution or other payment to or in respect of any Benefit Plan is not yet due or owing, Savers has made due and sufficient current accruals for such contributions and other payments in accordance with GAAP and SAP, and such current accruals through the Closing will be duly and fully provided for in the SAP Statement of Savers for the period then ended. (e) No Person Each Benefit Plan is and has incurred any been operated and administered in all material liability under Title IV respects in accordance with all applicable Laws, including, without limitation, ERISA and the Code. Each of ERISA or the Employee Pension Benefit Plans and Employee Welfare Benefit Plans that is intended to be qualified within the meaning of Section 412 401(a) of the Code during is so qualified and satisfies the time such Person was required requirements of Sections 401(a) and 501(a) of the Code. There exists no fact, condition, or set of circumstances that has or may reasonably be expected to have a material adverse effect on the qualified status of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan intended to be treated as a single employer with so qualified or the Company under Section 414 intended United States federal income Tax treatment or consequences of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan. None of the Code Benefit Plans, or any related trust or funding vehicle, conducts or has conducted any unrelated trade or business as that would term is defined in Section 513 of the Code. All necessary governmental approvals, determinations, and notifications for all Employee Pension Benefit Plans and all Employee Welfare Benefit Plans have a Company Material Adverse Effectbeen obtained. (f) With respect to any Any actuarial assumptions utilized by Savers in connection with determining the funding of each Employee Pension Benefit Plan that is an employee welfare benefit plan (as defined set forth in Section 3(l) of ERISA), (i) no the actuarial report for such Benefit Plan provides benefits, including without limitation, death Plan) are reasonable in all material respects. The fair market value of the Assets or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits Properties held under a each Employee Pension Benefit Plan qualified under Section 401(a) exceeds the actuarially determined present value of the Code, and (ii) each all accrued benefits of such Benefit Plan (including any such whether or not vested) determined on an ongoing-Benefit Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectbasis. (g) The execution ofExcept as disclosed in SECTION 3.18(G) of the Disclosure Schedule, and performance except for claims by third parties for benefits owed to participants or beneficiaries under the Benefit Plans, and except for divorce proceedings, there are no pending or (to the best knowledge of the transactions contemplated inSavers) threatened actions, this Agreement will not (either alone suits, investigations, or upon the occurrence of other proceedings by any additional present or subsequent events) (i) constitute an event former participant or beneficiary under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition beneficiary of any restrictions such participant or limitations on the right of the Company or Parent to cause beneficiary) involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries rights or affiliates with respect to any employee of the Company or any of its Subsidiaries benefits under any Benefit Plan or any rights or benefits under any Benefit Plan other than ordinary and usual claims for benefits by participants or beneficiaries thereunder. There is no writ, judgment, decree, injunction, or similar order of any court, governmental or regulatory authority, or other similar Person outstanding against or in connection with the Offer and the Merger will be characterized favor of any Benefit Plan or any fiduciary thereof. (h) Except as an "excess parachute payment," within the meaning of Section 280G(b)(1disclosed in SECTION 3.18(H) of the Code. The parties hereby agree Disclosure Schedule, Savers is not a party to use their commercially reasonable efforts any employee collective bargaining agreement, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to limit the application of Section 280G(b)(1compete. (i) Except as disclosed in SECTION 3.18(I) of the Code Disclosure Schedule, Savers does not have any stock option, stock purchase, bonus or other incentive plan or agreement. (j) SECTION 3.18(J) of the Disclosure Schedule contains: (i) a list of all employees of Savers as of September 30, 1997 whose then current annual compensation was in excess of $50,000; (ii) the then current annual compensation of, and a description of the fringe benefits (other than those generally available to employees of Savers) provided by Savers to any such employees; (iii) a list of all present or former employees of Savers paid in excess of $50,000 in calendar year 1996 who have terminated or given notice of their intention to terminate their relationship with Savers since January 1, 1997; (iv) a list of any increase, effective after December 31, 1996, in the transactions contemplated herebyrate of compensation of any employees if such increase exceeds 10% of the previous annual salary of such employee; and (v) a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any employees whose compensation as of December 31, 1996 was in excess of $50,000 per annum.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth SECTION 3.15 OF THE DISCLOSURE SCHEDULE contains a true and complete list of all each "employee benefit plansplan" (as defined in Section within the meaning of section 3(3) of ERISA, including, without limitation, multiemployer plans within the Employee Retirement Income Security Act meaning of 1974, as amended ("ERISA"ERISA section 3(37)), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stockstock purchase, stock option, severance, termination payemployment, change in control or change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, arrangements policies or agreements currently maintainedother arrangements, whether or contributed to, not subject to ERISA (including any funding mechanism therefor now in effect or required to be maintained or contributed to, by in the Company, the Majority Stockholder or any Person that, together with the Company, is treated future as a single employer under Section 414 result of the Code for the benefit of transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which any current employee or former employees, officers, directors or independent contractors employee of the Company or its Subsidiaries has any Subsidiary and with respect present or future right to benefits or under which the Company or any Subsidiary its Subsidiaries has any liability (collectivelypresent or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Benefit PlansCOMPANY PLANS"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) With respect to each Company Plan, the Company has delivered to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent determination letter, if applicable; (iii) any summary plan description and other written communications (or a description of any oral communications) by the Company or its Subsidiaries to their employees concerning the extent of the benefits provided under a Company Plan; and (iv) for the three most recent years (A) the Form 5500 and attached schedules, (B) audited financial statements, (C) actuarial valuation reports and (D) attorney's response to an auditor's request for information. (i) Each Benefit Company Plan has been established and administered in accordance with its terms terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable lawlaws, except where the failure to so administer or comply would not have a rules and regulations; (ii) each Company Material Adverse Effect. (c) All Benefit Plans Plan which is intended to be qualified under within the meaning of Code Section 401(a) is so qualified and has received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no event has occurred and no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "CONTROLLED GROUP" (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Sections 414(b), (c), (m) or (o)), to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code have or other applicable laws, rules and regulations; (iv) for each Company Plan with respect to which a Form 5500 has been the subject of determination letters from the Internal Revenue Service filed, no material change has occurred with respect to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of matters covered by the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended most recent Form since the date thereof; (v) no "reportable event" (as such term is defined in ERISA Section 4043), "prohibited transaction" (as such term is defined in ERISA Section 406 and Code Section 4975) or "accumulated funding deficiency" (as such term is defined in ERISA Section 302 and Code Section 412 (whether or not waived)) has occurred with respect to any Company Plan; (vi) no Company Plan provides retiree welfare benefits and neither the Company nor its Subsidiaries have any obligations to provide any retiree welfare benefits; and (vii) all awards, grants or bonuses made pursuant to any Company have been, or will be, fully deductible to the Company or its Subsidiaries notwithstanding the provisions of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationSection 162(m) of the Code. (d) No Benefit Plan is There are no Company Plans subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person None of the Company, its Subsidiaries or any member of their Controlled Group has incurred any material liability under Title IV or contributes (or has at any time contributed or had an obligation to contribute) to any multiemployer plan within the meaning of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect4001(a)(3). (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA)Company Plan, (i) no such Benefit Plan provides benefits, including without limitation, death Actions or medical benefits, beyond termination of employment or retirement Proceedings (other than routine claims for benefits in the ordinary course) are pending or threatened, (Aii) coverage mandated by law no facts or (B) death circumstances exist that could give rise to any such Actions or retirement benefits under a Benefit Plan qualified under Section 401(a) of the CodeProceedings, and (iiiii) each such Benefit no written or oral communication has been received from the PBGC in respect of any Company Plan (including subject to Title IV of ERISA concerning the funded status of any such Plan covering retirees plan or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectany transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein. (g) The execution ofExcept as set forth in SECTION 3.15(g) OF THE DISCLOSURE LETTER, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit no Company Plan exists that will or may could result in any the payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any present or former employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition Subsidiaries of any restrictions money or limitations on the right of the Company other property or Parent to cause accelerate or provide any such Benefit Plan to be amended other rights or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect benefits to any present or former employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with as a result of the Offer and the Merger will be characterized as an "excess transaction contemplated by this Agreement, whether or not such payment would constitute a parachute payment," payment within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.section 280G.

Benefit Plans; ERISA. (ab) None of the Plans is a Defined Benefit Plan, and neither the Company nor any Member of the Controlled Group has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, a Defined Benefit Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (c) None of the Plans is a Multiemployer Plan, and neither the Company nor any Member of the Controlled Group has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (d) The Company Disclosure Schedule sets forth a complete list does not maintain or contribute to any welfare benefit plan which provides health benefits to an employee after the employee's termination of all employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (e) Each Plan that is an "employee benefit plansplan," (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change complies in control or other all material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, respects by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable provisions of ERISAto the Plan, including but not limited to ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectCode. (cf) All Benefit Plans reports, forms and other documents required to be filed with any government entity with respect to any Plan (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and are accurate. (g) Each Plan intended to be qualified qualify under Section 401(a) of the Code have been is the subject of a favorable determination letters from letter issued by the Internal Revenue Service. To the Company's knowledge, nothing has occurred since the date of the Internal Revenue Service's favorable determination letter that could adversely affect the qualification of the Plan and its related trust. The Company and each Member of the Controlled Group have timely and properly applied for a written determination by the Internal Revenue Service to on the effect that qualification of each such Benefit Plans are qualified Plan and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified related trust under Section 401(a) of the Code, as amended by the Tax Reform Act of 1986 and subsequent legislation enacted through the date hereof, and Section 501 of the Code. (h) All contributions owed for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) under any Plan have been or will be made prior to the Closing Date by the Company in accordance with past practice and the recommended contribution in any applicable actuarial report. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing Date. (j) With respect to each Plan: (i) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available that could reasonably be expected to result in a material amount of liability to the Company; (ii) each such Benefit no actions or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any employer who is participating (including or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan that could reasonably be expected to result in a material amount of liability to the Company; (iii) no facts exist which could give rise to any such action or claim; and (iv) the Plan covering retirees or other former employees) provides that it may be amended or terminated at any time and, except for benefits protected under Section 411(d) of the Code, all benefits payable to current, terminated employees or any beneficiary may be amended or terminated by the Company at any time without liability that would have a Company Material Adverse Effectmaterial amount of liability. (gk) The execution of, and performance Neither the Company nor any Member of the transactions contemplated in, this Agreement will not Controlled Group has any Plan-related liability or is threatened with any liability (either alone whether joint or upon the occurrence of any additional or subsequent eventsseveral) (i) constitute an event under for any Benefit Plan that will excise tax imposed by Section 4971, 4975, 4976, 4977 or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee 4979 of the Company or any of its SubsidiariesCode, or (ii) for a fine under Section 502 of ERISA that could reasonably be expected to result in the triggering or imposition a material amount of any restrictions or limitations on the right of the Company or Parent liability to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, . (l) All the "group health plans" (as defined in Section 607(1) or any 733(a)(1) of their respective subsidiaries ERISA or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(14980B(g)(2) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit ) that are part of the application Plans listed in the Disclosure Schedule are in material compliance with the continuation of group health coverage provisions contained in Section 280G(b)(1) 4980B of the Code and Sections 601 through 608 of ERISA. (m) Copies of all documents creating or evidencing any Plan listed in the Disclosure Schedule, and all reports, forms and other documents required to be filed with any governmental entity (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA), have been delivered or made available to Purchaser. There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by any Plan listed in the transactions contemplated herebyDisclosure Schedule. (n) All expenses and liabilities relating to contributions required by law and the terms of the Plans described in the Disclosure Schedule have been, and on the Closing Date will be, fully and properly accrued on the Company's books and records and disclosed in accordance with GAAP and in Plan financial statements.

Benefit Plans; ERISA. All Benefit Plans are listed in SECTION 2.14 OF THE DISCLOSURE SCHEDULE, and copies of all documentation relating to such Benefit Plans have been delivered or made available to each Investor. Except as disclosed in SECTION 2.14 OF THE DISCLOSURE SCHEDULE: (a) The Company Disclosure Schedule sets forth a complete list each Benefit Plan and the administration thereof complies, and has at all times complied, in all material respects with the requirements of all "employee benefit plans" (as defined applicable Law, including ERISA and the Code; each Qualified Plan is in fact qualified under Section 3(3) 401 of the Employee Retirement Income Security Act Code; and none of 1974the Owners, as amended Xxxxxxxxx or the Company is aware of any facts or circumstances which could reasonably be expected to affect the qualified status under Section 401 of the Code of any Qualified Plan; ("ERISA"))b) each of CMI, bonusXxxxxxxxx, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control the Company and the ERISA Affiliates does not presently maintain or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed contribute to, or required to be and at no time has maintained or contributed to, by any single-employer plan (within the Company, the Majority Stockholder meaning of Section 3(41) of ERISA) or any Person that, together with multiemployer plan (within the Company, is treated as a single employer under meaning of Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b3(37) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA, and none of Xxxxxxxxx, the Company or the ERISA Affiliates is aware of any circumstances pursuant to which Xxxxxxxxx or the Company could have liability to any party under Title IV of ERISA; (c) none of CMI, Xxxxxxxxx, the Company or the ERISA Affiliates has incurred any liability for any tax imposed under Section 4971 through 4980B of the Code, or any civil liability under Section 502(i) or (l) of ERISA, which (individually or together with other such liabilities and civil liabilities) could have a material adverse effect on the Business or Condition of Xxxxxxxxx or the Company; (d) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or Section 412 4980B of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) or any state laws requiring continuation of ERISA).benefits coverage following termination of employment; (e) No Person has no suits, actions or other litigation (excluding claims for benefits incurred any material liability under Title IV in the ordinary course of ERISA or Section 412 plan activities) have been brought or, to the best knowledge of the Code during Owners, Xxxxxxxxx and the time such Person was required to be treated as a single employer Company, threatened against or with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA)and there are no facts or circumstances known to Xxxxxxxxx, (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent Owner that could reasonably be expected to cause give rise to any such suit, action or other litigation; and (f) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans, if any, are as disclosed in SECTION 2.14(F) OF THE DISCLOSURE SCHEDULE, and each of CMI and Xxxxxxxxx has performed all material obligations currently required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made performed by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries it under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. Seller (but not Parent) makes the following representations and warranties for the benefit of Purchaser: (a) The Company Disclosure Schedule sets forth SECTION 2.12(a) OF THE DISCLOSURE SCHEDULE contains a true and complete list of all each "employee benefit plansplan" (as defined in Section within the meaning of section 3(3) of the Employee Retirement Income Security Act ERISA of 1974, as amended ("ERISA"amended, including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stockstock purchase, stock option, severance, termination payemployment, change in control or change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, arrangements policies or agreements currently maintainedother arrangements, whether or contributed to, not subject to ERISA (including any funding mechanism therefor now in effect or required to be maintained or contributed to, by in the Company, the Majority Stockholder or any Person that, together with the Company, is treated future as a single employer under Section 414 result of the Code for the benefit of transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which any current employee or former employees, officers, directors or independent contractors employee of the Company or any Subsidiary and with respect to which the Company or any Subsidiary Seller has any liability (collectivelypresent or future right to benefits or under which Seller has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Benefit PlansCOMPANY PLANS"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bi) Each Benefit Company Plan has been established and administered in accordance with its terms terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable lawlaws, except where the failure to so administer or comply would not have a rules and regulations; (ii) each Company Material Adverse Effect. (c) All Benefit Plans Plan which is intended to be qualified under Section within the meaning of Code section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are is so qualified and exempt from federal income taxes under Section 401(ahas received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no Company Plan and 501(ano plan sponsored, maintained or contributed by any member of Seller's "CONTROLLED GROUP" (defined as any organization which is a member of a controlled group of organizations within the meaning of Code sections 414(b), respectively(c), of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986(m) or (o)), and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV Section 302 of ERISA or ERISA, Section 412 of the Code or Title IV of ERISA and neither the Company nor any member of its Controlled Group has ever sponsored, maintained or contributed to any plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA; and (iv) no Benefit Company Plan is a "multiemployer plan" Multiemployer Plan (as defined in Section 3(37) of ERISA)) and no member of Seller's Controlled Group contributes to or has contributed to a Multiemployer Plan. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Section 3.10 of the Disclosure Schedule sets forth a complete list of lists all "employee benefit plans" (as defined in Section 3(3) Employee Benefit Plans of the Company. With respect to each Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the CompanyBenefit Plan, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, Buyer complete and correct copies of each of: (i) such Employee Benefit Plan, if written, or a description of such Employee Benefit Plan, if not written; and (ii) to the extent applicable to such Employee Benefit Plan, (A) all trust agreements, insurance contracts, or other funding arrangements, (B) the three (3) most recent Form 5500 (including all schedules thereto) required to have been filed with the Department of Labor and all schedules thereto, (C) the most recent IRS determination, advisory, or opinion letter, (D) all current employee handbooks or manuals, (E) all current summary plan descriptions, (F) all material communications received from or sent to the IRS or ​ ​ ​ the Department of Labor within the last calendar year, and (G) all amendments and modifications to any such document. (b) Each Neither the Company nor any ERISA Affiliate has now, or at any time within the previous six (6) years has had, an obligation to contribute to any Multiemployer Plan; no Employee Benefit Plan is now, or at any time within the previous six (6) years has been, subject to Section 302 or Title IV of ERISA or Section 412 of the Code; neither the Company nor any ERISA Affiliate has incurred any liability (including as a result of any indemnification obligation) under Title I or Title IV of ERISA for which the Company would reasonably be expected to be liable, and, to the Knowledge of Seller, no condition exists that would reasonably be expected to subject the Company, either directly or by reason of affiliation with an ERISA Affiliate, to any Tax, fine, lien, or other liability imposed by ERISA, the Code, or other applicable Law; no assets of the Company are subject to any lien under ERISA or the Code; no Employee Benefit Plan provides health or other welfare benefits to former employees of the Company, other than health continuation coverage pursuant to COBRA or pursuant to applicable Law. All contributions relating to each Employee Benefit Plan have been administered timely paid in accordance with its the terms of such Employee Benefit Plan and all applicable Laws in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectall material respects. (c) All Each Employee Benefit Plans Plan has been operated and administered in material compliance with its terms and has been established, operated, and administered in material compliance with applicable Laws. (d) Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code have been Code, and the subject of determination letters trust (if any) forming a part thereof, is so qualified and has received a favorable determination, advisory, or opinion letter from the Internal Revenue Service IRS as to its qualification under the Code and to the effect that each such Benefit Plans are qualified and trust is exempt from federal income taxes taxation under Section 401(a501(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked norand, to the knowledge Knowledge of the CompanySeller, nothing has revocation been threatened, nor has occurred with respect to the operation of any such Benefit Plan been amended since plan that could cause the date loss of its most recent determination letter or application therefor in any respect that would adversely affect its such qualification. (de) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (i) The Company has not engaged in any prohibited transaction (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV 406 of ERISA or Section 412 4975 of the Code during the time such Person was required to be treated as a single employer Code) with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Employee Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death would be reasonably likely to subject the Company to any material Tax or medical benefits, beyond termination of employment penalty imposed by ERISA or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such no material Action with respect to any Employee Benefit Plan (including other than routine claims for benefits) is currently pending as of the date of this Agreement or, to the Knowledge of Seller, threatened. (f) Each Employee Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory and sub-regulatory guidance issued thereunder in all material respects. The Company has no obligation to gross up, indemnify, or otherwise reimburse any such Plan covering retirees individual for any excise Taxes, interest, or other former employees) may be amended penalties incurred pursuant to Section 409A of the Code. The Company has not incurred any material liability arising out of or terminated without liability that would have a Company Material Adverse Effectrelated to Section 409A of the Code. (g) The execution Neither the execution, delivery and performance of this Agreement, nor the consummation of the Contemplated Transactions will (either alone or in combination with another event), (i) result in any payment becoming due, or increase the amount of any compensation or ​ ​ ​ benefits due, to any current or former employee, officer, director, or other individual service provider of the Company; (ii) increase any benefits otherwise payable under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits, or the forgiveness of indebtedness of any current or former employee, officer, director, or other individual service provider of the Company; (iv) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Employee Benefit Plan; or (v) limit or restrict the right to amend, terminate, or transfer the assets of, any Employee Benefit Plan. (h) Neither the execution, delivery, and performance of this Agreement, nor the transactions contemplated in, this Agreement consummation of the Contemplated Transactions will not (either alone or upon the occurrence of any additional or subsequent eventsin combination with another event) (i) constitute an event under any Benefit Plan that will or may result in any payment or benefit (whether in cash or property or the vesting of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect property) to any employee of the Company “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that could, individually or in combination with any of its Subsidiariesother such payment, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as constitute an "“excess parachute payment," within the meaning of ” (as defined in Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit ). (i) Except for Section 3.11, this Section 3.10 contains the application of Section 280G(b)(1) sole and exclusive representations and warranties of the Code Company with respect to the transactions contemplated herebymatters relating to employee benefits matters.

Benefit Plans; ERISA. (a) The Section 4.17(a) of the Company Disclosure Schedule sets forth a complete list of lists all "employee benefit plans" written (as defined in Section 3(3i) Employee Benefit Plans of the Employee Retirement Income Security Act Company and each of 1974its subsidiaries, as amended ("ERISA"))ii) employment agreements, bonusincluding, pensionbut not limited to, profit sharingany individual benefit arrangement, deferred compensationpolicy or practice with respect to any current or former employee or director of the Company or any of its subsidiaries or any ERISA Affiliate, and (iii) other employee benefit, bonus or other incentive compensation, excess benefit, stock, stock option, severancestock purchase, termination stock appreciation, severance pay, lay-off or reduction in force, change in control or other material control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, programsarrangements, arrangements policies or agreements currently maintainedpractices, whether legally binding or not, which the Company or any of its subsidiaries or any ERISA Affiliate maintains, contributes to or has any obligation to or liability for (collectively, the "Plans"). (b) None of the Plans is a Defined Benefit Plan, and neither the Company nor any of its subsidiaries nor any ERISA Affiliate has ever sponsored, maintained or contributed to, or required ever been obligated to be maintained or contributed contribute to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Defined Benefit Plan. (bc) None of the Plans is a Multiemployer Plan, and neither the Company nor any of its subsidiaries nor any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan. (d) Neither the Company nor any of its subsidiaries maintains, contributes to, or has any obligations under any plan, program, or agreement that provides health benefits to any employees, former employees, or their beneficiaries after their termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA or similar applicable state law. (e) Each Plan that is an Employee Benefit Plan has been administered in accordance with complies by its terms and in compliance operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable provisions of ERISAto the Plan, including but not limited to ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectCode. (cf) Benefits under each Plan that is an "employee welfare benefit plan" (within the meaning of Section 3(1) of ERISA) are provided exclusively through insurance contracts or policies issued by an insurance company, health maintenance organization, or similar organization unrelated to the Company or any of its subsidiaries or any ERISA Affiliate, the premiums for which are paid directly by the employer or employee organization from its general assets or partly from its general assets and partly from contributions by its employees. No insurance policy or contract relating to any such Plan requires or permits retroactive increase in premiums or payments due thereunder. (g) All Benefit Plans reports, forms and other documents required to be filed with any Governmental Body or furnished to employees with respect to any Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed or furnished and are accurate in all material respects. (h) Each Plan that is intended to be qualified under Section 401(a) of the Code have been (and any related trust intended to be exempt from tax under Section 501(a) of the Code) is the subject of a favorable IRS determination, notification, or opinion letter issued after January 1, 1997 and has been timely amended, adopted and administered in compliance with the applicable provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 and subsequent legislation enacted through the date hereof, and Section 501 of the Code. To Company's Knowledge, nothing has occurred since the issuance of the IRS's most recent favorable determination letters from letter (or opinion or notification letter, if applicable) that could reasonably be expected to adversely affect the qualification of such Plan or the tax exempt status of its related trust. The Company has provided Acquiror with the most recent determination, opinion or notification letter (as applicable) the Internal Revenue Service has issued relating to the effect that each such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationPlan. (di) No Benefit Plan is subject All contributions for all periods ending prior to Title IV of ERISA or Section 412 the Closing (including periods from the first day of the Code and current plan year to the Closing) have been made prior to the Closing by the Company or any of its subsidiaries or the applicable ERISA Affiliate, except contributions for the payroll periods ending during the month in which the Closing occurs. (j) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for coverage months ending on or before the Closing. (k) With respect to each Plan: (i) no Benefit Plan is a "multiemployer plan" prohibited transactions (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV 406 or 407 of ERISA or Section 412 4975 of the Code during Code) have occurred for which a statutory exemption is not available; (ii) no action or claims (other than routine claims for benefits made in the time such Person was required ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to be treated the Plan, any employer who is participating (or who has participated) in any Plan or any fiduciary (as a single employer with the Company under defined in Section 414 3(21) of ERISA) of the Code that Plan which would have a Company Material Adverse Effect.; (fiii) With respect to Neither the Company nor any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee fiduciary of the Company or any of its Subsidiariessubsidiaries has any Knowledge of any facts which could give rise to any such action or claim; and (iv) there are no audits, inquiries, investigations, or proceedings pending or, to the Knowledge of the Company or any ERISA Affiliate, threatened by any Governmental Body with respect to any Plan. (l) Each of the Plans provides that it may be amended or terminated at any time except with respect to benefits protected under Section 411(d) of the Code. None of the Plans are subject to any surrender fees, deferred sales charges, commissions, or other fees upon termination other than the normal and reasonable administrative fees associated with its amendment, transfer or termination. No action or omission of the Company, any of its subsidiaries, or any of their directors, officers, employees, or agents in any way restricts, impairs or prohibits Company or any successor thereto from amending, merging, or terminating any Plan in accordance with the express terms of any such Plan and applicable law. (m) To Company's Knowledge, (i) each Plan that is a "nonqualified deferred compensation plan" (within the meaning of Section 409(A)(d)(1) of the Code) has been operated in good faith compliance with Section 409A of the Code, IRS Notice 2005-1, Proposed Regulations issued under Code Section 409A, Fed. Reg. Vol. 70, No. 191, p. 57984 (10/4/2005), and any subsequent guidance relating thereto; and (ii) no additional Tax under Section 409A(a)(1)(B) of the Code has been or is reasonably expected to be incurred by a participant in any such Plan. (n) Neither the Company nor any of its subsidiaries nor any ERISA Affiliate has any liability or is threatened with any liability (whether joint or several) (i) for any excise tax imposed by Sections 4971, 4975, 4976, 4977 or 4979 of the Code, or (ii) result for a fine under Section 502 of ERISA. (o) True, correct and complete copies of all documents creating or evidencing any Plan listed in the triggering Company Disclosure Schedule including (without limitation) (i) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) all Internal Revenue Service determination, opinion, notification and advisory letters, and all applications and correspondence to or imposition from the Internal Revenue Service or the Department of any restrictions or limitations on the right of the Company or Parent Labor with respect to cause any such Benefit application or letter; (iii) all written communications to any employee or employees relating to any Plan and any proposed Plans, in each case, relating to be amended any amendments, terminations, establishments, increases or terminated (decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect material liability to any employee of the Company or any of its Subsidiaries subsidiaries received by employees in the last three (3) years; (iv) all correspondence to or from any governmental agency relating to any Plan since January 1, 2002; (v) all COBRA forms and related notices provided since January 1, 2002 (or such forms and notices as required under any Benefit comparable law); (vi) nondiscrimination test reports for each applicable Plan for the last three (3) years; (vii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Plan for the Offer last three (3) years; and (viii) all reports, forms and other documents required to be filed with any Governmental Body in the Merger will last three (3) years (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA) have been delivered to Acquiror. There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be characterized as an "excess parachute payment," within covered, by the meaning type of Section 280G(b)(1agreements listed in the Company Disclosure Schedule. (p) All expenses and liabilities relating to all of the Code. The parties hereby agree to use their commercially reasonable efforts to limit Plans described in the application of Section 280G(b)(1) of Company Disclosure Schedule have been, and will on the Code to Closing be fully and properly accrued on the transactions contemplated herebyCompany's books and records and disclosed in accordance with GAAP and in Plan financial statements.

Benefit Plans; ERISA. (a) The Company Part 4.24 of the Disclosure Schedule sets forth a complete list of lists (i) all "Employee Benefit Plans, (ii) all employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee benefit plans" (as defined in Section 3(3) or director of the Employee Retirement Income Security Act of 1974Company, as amended and ("ERISA"))iii) all other employee benefit, bonus, pension, profit sharing, deferred compensation, bonus or other incentive compensation, excess benefit, stock, stock option, severancestock purchase, termination stock appreciation, severance pay, lay-off or reduction in force, change in control or other material control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, programsarrangements, arrangements policies or agreements currently maintainedpractices, whether legally binding or contributed tonot, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect in each case to which the Company or any Subsidiary which CIBER on behalf of the Company, maintains, contributes to or has any obligation to or liability for (collectively, the "Benefit PlansPLANS"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with The Company does not maintain or contribute to any welfare benefit plan that provides health benefits to an employee after the applicable provisions employee's termination of ERISA, employment or retirement except as required under Section 4980B of the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectSections 601 through 608 of ERISA. (c) Each Plan that is an Employee Benefit Plan complies by its terms and in operation in all material respects with the requirements provided by any and all statutes, Orders or governmental rules or regulations currently in effect and applicable to such Plan, including but not limited to ERISA and the Code. (d) All Benefit Plans reports, forms and other documents required to be filed with any Government Body with respect to any Plan (including, without limitation, Forms 5500 and summary annual reports) have been timely filed and are accurate in all material respects. (e) Each Plan intended to be qualified qualify under Section 401(a) of the Code have has been determined by the subject of determination letters from Internal Revenue Service so to qualify after January 1, 1985, and each trust maintained pursuant thereto has been determined by the Internal Revenue Service to the effect that such Benefit Plans are qualified and be exempt from federal income taxes Taxation under Section 501 of the Code. Nothing has occurred since the date of the Internal Revenue Service's favorable determination letter, if any, that could adversely affect the qualification of the Plan and its related trust. The Company will timely and properly apply for a written determination by the Internal Revenue Service on the qualification of the Company's 401(k) Savings Plan and its related trust under Section 401(a) and 501(a), respectively, of the Code Code, as amended at least through the statutory changes implemented under by the Tax Reform Act of 19861986 and subsequent legislation enacted through the date hereof, and no such determination letter has been revoked nor, to the knowledge Section 501 of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationCode. (df) No Benefit All contributions for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) have been made prior to the Closing Date by the Company in accordance with past practice. (g) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing Date. (h) As of the Closing Date, neither the Company nor any Member of the Controlled Group contributes to or has ever contributed to or been obligated to contribute to a Multiemployer Plan or a plan that is subject to Title IV of ERISA or Section 412 of the Code and Code. (i) With respect to each Plan: (i) no Benefit Plan is a "multiemployer plan" prohibited transactions (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV 406 or 407 of ERISA or Section 412 4975 of the Code during the time such Person was required to be treated as Code) have occurred for which a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect.statutory exemption is not available; (fii) With no action or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any Benefit employer who is participating (or who has participated) in any Plan that is an employee welfare benefit plan or any fiduciary (as defined in Section 3(l3(21) of ERISA)) of the Plan; (iii) neither the Company nor CIBER has any Knowledge of any facts that could give rise to any such action or claim; and (iv) it provides that it may be amended or terminated at any time and, (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement except for benefits under a Benefit Plan qualified protected under Section 401(a411(d) of the Code, and (ii) each such Benefit Plan (including all benefits payable to current or terminated employees or any such Plan covering retirees or other former employees) beneficiary may be amended or terminated by the Company at any time without liability that would have a Company Material Adverse Effectliability. (gj) The execution of, and performance Neither the Company nor any Member of the transactions contemplated inControlled Group has any liability or, this Agreement will not (either alone or upon to the occurrence Knowledge of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parentis threatened with any liability (whether joint or several) for any excise Tax imposed by Sections 4975, 4976, 4977 or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) 4979 of the Code. The parties hereby agree . (k) All of the Plans listed in Part 4.24 of the Disclosure Schedule, to use their commercially reasonable efforts to limit the application extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 280G(b)(1) 4980B of the Code and Section 601 through 608 of ERISA. (l) True, correct and complete copies of all documents creating or evidencing any Plan listed in Part 4.24 of the Disclosure Schedule have been made available to the transactions contemplated herebyPurchasers, and true, correct and complete copies of all reports, forms and other documents required to be filed with any governmental entity (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA) have been made available to the Purchasers. There are no negotiations, demands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by the type of agreements listed in Part 4.24 of the Disclosure Schedule. (m) All expenses and liabilities relating to all of the Plans described in Part 4.24 of the Disclosure Schedule have been fully and properly accrued on the Company's books and records and disclosed in accordance with GAAP and in Plan financial statements.

Benefit Plans; ERISA. (a) The Company Section 4.14 of the Disclosure Schedule sets forth contains a complete list of all "employee benefit plans" the Benefit Plans that are maintained and contributed to solely by the Equity Sellers Subs or to which solely the Equity Sellers Subs are a party (as defined in Section 3(3the “Business Benefit Plans”) and a list of all Benefit Plans, other than the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be Business Benefit Plans that are maintained or contributed to, to by the Company, Sellers or to which the Majority Stockholder Sellers are a party (the “Seller Benefit Plans”). Such list also identifies those Business Benefit Plans and those Seller Benefit Plans that are maintained or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code contributed to solely for the benefit of any current or former employeesEmployees who are not resident in the United States (the “Foreign Benefit Plans”). Copies of all documentation relating to such Benefit Plans have been delivered to Purchaser (including copies of written Benefit Plans, officerswritten descriptions of oral Benefit Plans, directors or independent contractors summary plan descriptions, trust agreements, the most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Section 4.14 of the Company or any Subsidiary and Disclosure Schedule: (a) with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. , the Sellers have materially complied with the requirements of all applicable Laws (b) Each including ERISA and the Code), and each Benefit Plan has been maintained and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All terms. Each Benefit Plans Plan intended to be qualified qualify under Section section 401(a) of the Code have been the subject of has received a favorable determination letters letter from the Internal Revenue Service IRS and no event has occurred and no condition or circumstance exists that may be expected to result in the effect that revocation of any such favorable determination letter; (b) no Business Benefit Plans are qualified and exempt from federal income taxes under Plan is: (i) a “defined benefit plan” within the meaning of Section 401(a414(j) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (dii) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined plan described in Section 3(37401(a)(1) of ERISA)., or (iii) a Multiemployer Plan, and none of the Sellers, or the Business Subsidiaries have been required to contribute to any Multiemployer Plan; (ec) No Person no direct, contingent or secondary liability has been incurred or is expected to be incurred by any material liability Business Subsidiary under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer any party with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan or Multiemployer Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (d) except as defined set forth in Section 3(l4.14 of the Disclosure Schedule, no Benefit Plan exists that, as a result of the execution of this Agreement, stockholder approval (if any) of ERISAthis Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could result in (i) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (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, increase the amount payable or result in any other material obligation pursuant to, any of the Benefit Plans, or (iii) result in payments which would not be deductible under Section 280G of the Code; (e) no such Benefit Plan provides benefits, including without limitation, health or death or medical benefits, benefit coverage beyond the termination of employment an employee’s employment, except as required by Part 6 of Subtitle B of Title I of ERISA or retirement section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment; (f) there are no investigations by an Governmental Entity, termination proceedings or other than claims (Aexcept routine claims for benefits payable under the Benefit Plans) coverage mandated by law or (B) death Proceedings pending against or retirement benefits under a involving any Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including or asserting any such Plan covering retirees rights to or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event claims for benefits under any Benefit Plan that will or may result could give rise to any material liability; and (g) all Foreign Benefit Plans have been established, maintained and administered in compliance with their terms and all applicable statutes, laws, ordinances, rules, orders, decrees, judgments, writs and regulations of any payment controlling Governmental Authority; (whether of severance pay or otherwise)ii) no Foreign Benefit Plan is a defined benefit pension plan; (iii) all Foreign Benefit Plans that are required to be funded are fully funded, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits and with respect to any employee all other Foreign Benefit Plans, adequate reserves therefore have been established on the accounting statements of the Company or any of its Subsidiaries, or (ii) result applicable Seller in the triggering or imposition of any restrictions or limitations on the right accordance with applicable accounting Laws as of the Company Closing Date; and (iv) the Business Subsidiaries will not incur any liability or Parent to cause any such obligation under the Foreign Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the CompanyPlans, Parent, or any of their respective subsidiaries or affiliates with respect including but not limited to any employee severance obligation, as a result of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyby this Agreement, either alone or in conjunction with any other event.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (Except as defined disclosed in Section 3(3) SECTION 4.18 of the Employee Retirement Income Security Act of 1974Disclosure Schedule, as amended Savers has not had within the past six ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements 6) years and does not currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder have any Benefit Plan or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of commitment or obligation to create any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (ba) Each Neither Savers, nor any of its respective Affiliates has any Contract, plan, or commitment, whether legally binding or not, to create any additional Benefit Plan or to modify or change any existing Benefit Plan. Each contribution or other payment required to be made or to be voluntarily made by Savers on or before December 31, 1995 with respect to any of the Benefit Plans has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectmade. (cb) All None of the Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter is or has been revoked nora multi-employer plan, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect as that would adversely affect its qualification. (d) No Benefit Plan term is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA. There has been no transaction, action, or omission involving Savers, any ERISA Affiliate, or (to the best knowledge of Savers) any fiduciary, trustee, or administrator of any Benefit Plan, or any other Person dealing with any such Benefit Plan or the related trust or funding vehicle, that in any manner violates or will result in a violation (with or without notice or lapse of time or both) of Sections 404 or 406 of ERISA or constitutes or will constitute (with or without notice or lapse of time or both) a prohibited transaction (as defined in Section 4975(c)(I) of the Code or Section 406 of ERISA) for which there exists neither a statutory nor a regulatory exemption and which could subject Savers or any party in interest (as defined in Section 3(14) of ERISA) to criminal or civil sanctions under Section 501 or 502 of ERISA, or to Taxes under Code Section 4975, or to any other Liability. (c) There has been no reportable event (as defined in Section 4043(b) of ERISA) with respect to any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan for which notice to the PBGC has not been waived by rule or regulation. Neither Savers, nor any ERISA Affiliate has any Liability to the PBGC (other than any Liability for insurance premiums not yet due to the PBGC), to any present or former participant in or beneficiary of any Benefit Plan (or any beneficiary of any such participant or beneficiary), or to any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan. No event, fact, or circumstance has arisen or occurred that has resulted or may reasonably be expected to result in any such Liability or a claim against Savers by the PBGC, by any present or former participant in or any beneficiary of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan (or any beneficiary of any such participant or beneficiary), or by any such Benefit Plan. No filing has been or will be made by Savers, or any ERISA Affiliate, and no proceeding has been commenced, for the complete or partial termination of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan, and no complete or partial termination of any such Benefit Plan has occurred or, as a result of the execution or delivery of this Merger Agreement or the consummation of the transactions contemplated hereby, will occur. (d) All amounts that Savers is required to pay by Law or under the terms of the Benefit Plans as a contribution or other payment to or in respect of such Benefit Plans as of December 31, 1995 have been paid. The funding method used in connection with each Benefit Plan that is or at any time has been subject to the funding requirements of Title I, Subtitle B, Part 3 of ERISA, meets the requirements of ERISA and the Code. No Benefit Plan subject to Title IV of ERISA (or any trust established thereunder) has ever incurred any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of such Benefit Plan. With respect to any period for which any contribution or other payment to or in respect of any Benefit Plan is not yet due or owing, Savers has made due and sufficient current accruals for such contributions and other payments in accordance with GAAP and SAP, and such current accruals through the Closing will be duly and fully provided for in the SAP Statement of Savers for the period then ended. (e) No Person Each Benefit Plan is and has incurred any been operated and administered in all material liability under Title IV respects in accordance with all applicable Laws, including, without limitation, ERISA and the Code. Each of ERISA or the Employee Pension Benefit Plans and Employee Welfare Benefit Plans that is intended to be qualified within the meaning of Section 412 401(a) of the Code during is so qualified and satisfies the time such Person was required requirements of Sections 401(a) and 501(a) of the Code. There exists no fact, condition, or set of circumstances that has or may reasonably be expected to have a material adverse effect on the qualified status of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan intended to be treated as a single employer with so qualified or the Company under Section 414 intended United States federal income Tax treatment or consequences of any Employee Pension Benefit Plan or any Employee Welfare Benefit Plan. None of the Code Benefit Plans, or any related trust or funding vehicle, conducts or has conducted any unrelated trade or business as that would term is defined in Section 513 of the Code. All necessary governmental approvals, determinations, and notifications for all Employee Pension Benefit Plans and all Employee Welfare Benefit Plans have a Company Material Adverse Effectbeen obtained. (f) With respect to any Any actuarial assumptions utilized by Savers in connection with determining the funding of each Employee Pension Benefit Plan that is an employee welfare benefit plan (as defined set forth in Section 3(l) of ERISA), (i) no the actuarial report for such Benefit Plan provides benefits, including without limitation, death Plan) are reasonable in all material respects. The fair market value of the Assets or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits Properties held under a each Employee Pension Benefit Plan qualified under Section 401(a) exceeds the actuarially determined present value of the Code, and (ii) each all accrued benefits of such Benefit Plan (including any such whether or not vested) determined on an ongoing-Benefit Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectbasis. (g) The execution ofExcept as disclosed in SECTION 4.18(G) of the Disclosure Schedule, and performance except for claims by third parties for benefits owed to participants or beneficiaries under the Benefit Plans, and except for divorce proceedings, there are no pending or (to the best knowledge of the transactions contemplated inSavers) threatened actions, this Agreement will not (either alone suits, investigations, or upon the occurrence of other proceedings by any additional present or subsequent events) (i) constitute an event former participant or beneficiary under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition beneficiary of any restrictions such participant or limitations on the right of the Company or Parent to cause beneficiary) involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries rights or affiliates with respect to any employee of the Company or any of its Subsidiaries benefits under any Benefit Plan or any rights or benefits under any Benefit Plan other than ordinary and usual claims for benefits by participants or beneficiaries thereunder. There is no writ, judgment, decree, injunction, or similar order of any court, governmental or regulatory authority, or other similar Person outstanding against or in connection with the Offer and the Merger will be characterized favor of any Benefit Plan or any fiduciary thereof. (h) Except as an "excess parachute payment," within the meaning of Section 280G(b)(1disclosed in SECTION 4.18(H) of the Code. The parties hereby agree Disclosure Schedule, Savers is not a party to use their commercially reasonable efforts any employee collective bargaining agreement, advisory or service agreement, deferred compensation agreement, confidentiality agreement or covenant not to limit the application of Section 280G(b)(1compete. (i) Except as disclosed in SECTION 4.18(I) of the Code Disclosure Schedule, Savers does not have any stock option, stock purchase, bonus or other incentive plan or agreement. (j) SECTION 4.18(J) of the Disclosure Schedule contains: (i) a list of all employees of Savers as of September 30, 1996 whose then current annual compensation was in excess of $50,000; (ii) the then current annual compensation of, and a description of the fringe benefits (other than those generally available to employees of Savers) provided by Savers to any such employees; (iii) a list of all present or former employees of Savers paid in excess of $50,000 in calendar year 1995 who have terminated or given notice of their intention to terminate their relationship with Savers since January 1, 1996; (iv) a list of any increase, effective after December 31, 1995, in the transactions contemplated herebyrate of compensation of any employees if such increase exceeds 10% of the previous annual salary of such employee; and (v) a list of all substantial changes in job assignments of, or arrangements with, or promotions or appointments of, any employees whose compensation as of December 31, 1995 was in excess of $50,000 per annum.

Benefit Plans; ERISA. (a) The Section 3.13(a) of the Company Disclosure Schedule sets forth lists each Benefit Plan. The Company has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to Parent (i) a complete copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Qualified Plan or any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any an ERISA Affiliate of incurring a liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies under Title IV of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in compliance the Company Financial Statements for the obligations of the Company under all Benefit Plans are adequate and were determined in accordance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectGAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the Code, and Company or any ERISA Affiliate or (iiiv) each such Benefit Plan benefits the full cost of which is borne by any current or former employee (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay former employee or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits officer or obligation to fund benefits with respect to any employee director of the Company or any of its SubsidiariesERISA Affiliate to severance pay, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the Knowledge of the Principal Stockholders and the Company, anticipated or threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors All Benefit Plans of the Company are listed in -------------------- Section 2.14 of the Disclosure Schedule, and copies of all plan documents, --------------------------------------- written descriptions of plans, EXECUTION VERSION actuarial reports and filings with any Governmental or any Subsidiary Regulatory Authority and determinations with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has ) have been delivered or made available to Parent true, complete and correct copies Parent. None of each the Benefit Plan.Plans are Defined Benefit Plans. Except as disclosed in Section 2.14 of the Disclosure Schedule: --------------------------------------- (ba) Each each Benefit Plan has at all times been maintained and administered in accordance with its terms terms, and each such Benefit Plan and the administration thereof complies, and has at all times complied, in compliance all material respects with the requirements of all applicable provisions of ERISALaw, including ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect.Code; (cb) All each Benefit Plans Plan intended to be qualified qualify under Section 401(a) of the Code have has at all times since its adoption been the subject so qualified, and each trust which forms a part of determination letters from the Internal Revenue Service to the effect that any such Benefit Plans are qualified and plan has at all times since its adoption been tax exempt from federal income taxes under Section 401(a501(a) of the Code; (c) the Company is not now, nor at any time has it been, a member of a controlled group, as defined in Section 412(n)(6)(b) of the Code, with any other company, entity or enterprise; (d) the Company does not presently maintain or contribute to, nor any time has it maintained or contributed to, any single-employer plan (within the meaning of Section 3(41) of ERISA) subject to Title IV of ERISA, and 501(a)the Company is not aware of any circumstances pursuant to which the Company could have liability to any party under Title IV of ERISA; (e) no Benefit Plan is a "multiemployer" plan within the meaning of Section 3(37) of ERISA; (f) the Company has not incurred, respectivelynor does it reasonably expect to incur, any liability for any tax imposed under Sections 4971 through 4980B of the Code or civil liability under Section 502(i) or (l) of ERISA; (g) no benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as amended at least through required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the statutory changes implemented under Code; (i) no Action or Proceeding (excluding claims for benefits incurred in the Tax Reform Act ordinary course of 1986, and no such determination letter has Plan activities) have been revoked norbrought or, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter threatened against or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan and there are no facts or circumstances known to the Company that is an employee welfare benefit plan could reasonably be expected to give rise to any such Action or Proceeding; (as defined in Section 3(l) of ERISA), (ij) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified Tax has been incurred under Section 401(a) 511 of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits Code with respect to any employee of Benefit Plan (or trust or other funding vehicle pursuant thereto); and (k) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made; and all benefits accrued under any unfunded Benefit Plan have EXECUTION VERSION been paid, accrued or otherwise adequately reserved in accordance with GAAP, and the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any performed as of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries such date under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Company Section 2.14(a) of the Seller Disclosure Schedule sets forth contains a true and complete list of all each deferred compensation and each incentive compensation or equity compensation plan, "employee benefit planswelfare" plan, fund or program (as defined in Section 3(3within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); "pension" plan, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severancefund or program (within the meaning of section 3(2) of ERISA); each employment, termination pay, change in control or severance agreement; and each other material employee benefit plansplan, programsfund, arrangements program, agreement or agreements currently maintainedarrangement, in each case, that is sponsored, maintained or contributed to, to or required to be maintained contributed to by Seller or contributed toby any trade or business, by the Companywhether or not incorporated (an "ERISA Affiliate"), the Majority Stockholder or any Person that, that together with Seller would be deemed a "single employer" within the Companymeaning of section 414(b), is treated as a single employer under Section 414 (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), or to which Seller or an ERISA Affiliate is party, whether written or oral, for the benefit of any current employee or former employees, officers, directors or independent contractors employee of the Company Seller or any Subsidiary and with respect to which the Company or any Subsidiary has any liability subsidiary of Seller (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended sponsored or maintained or directly contributed to be qualified under by Seller or an ERISA Affiliate are referred to herein and listed on Section 401(a2.14(a) of the Code have been the subject of determination letters from the Internal Revenue Service Seller Disclosure Schedule as "CAG Benefit Plans," and Benefit Plans maintained by Alcott Staff Leasing, Inc., d/b/a "The Alcott Group" ("Alcott") xxxxxxnt to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a)Alcott Agreement, respectively, of the Code as amended at least to whxxx Xxller indirxxxxx contributes through the statutory changes implemented xxxxxnts made under the Tax Reform Act of 1986Alcott Agreement but which are not sponsored or maintained or dixxxxxx contributed to by Seller or an ERISA Affiliate, are referred to herein and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or listed on Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a2.14(a) of the Code, and (ii) each such Seller Disclosure Schedule as "Alcott Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse EffectPlans. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) Schedule 7.19 lists all Benefit Plans currently established and maintained by the Company. The Company Disclosure Schedule sets forth a has, with respect to each such plan, delivered to Buyer true and complete list copies of: (i) all plan texts and agreements and related trust agreements, insurance policies and service provider agreements; (ii) all summary plan descriptions and summaries of material modifications for the past three years; (iii) the three most recent annual reports (including all "employee benefit plans" schedules thereto); (as defined in iv) the most recent annual audit; (v) if the plan is intended to qualify under Section 3(3401(a) or 403(a) of the Employee Retirement Income Security Act of 1974Code, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, the most recent determination letter received from the IRS by the Company, Benefit Plan or its prototype sponsor; and (vi) all material communications with any Governmental Body (including the Majority Stockholder or any Person that, together with U.S. Department of Labor and the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"IRS). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) With respect to each Benefit Plan, no event has occurred, and there exists no condition or set of circumstances in connection with which the Company could, directly, or indirectly (through a Commonly Controlled Entity or otherwise), be subject to any Material Liability under ERISA, the Code or any other applicable law, except Liability for benefits claims and funding obligations payable in the ordinary course. (c) Each Benefit Plan conforms to, and its administration is in compliance with, all applicable Legal Requirements, and each such plan has been administered in accordance with its terms and terms, except to the extent that any such failure to be in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (cd) All No prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code, or breach of fiduciary duty under Title I of ERISA has occurred with respect to any Benefit Plan as to which the Company or any Benefit Plan could incur a material Liability. (e) The Company and each of its Affiliates have made all payments due from them to date with respect to each Benefit Plan. (f) The Company does not have any Benefit Plans that are subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (g) There are no Proceedings pending or, to the Knowledge of the Company, threatened (other than routine claims for benefits) with respect to any Benefit Plan or against the Assets of any Benefit Plan, and no Benefit Plan is under examination or audit by any government agency, including the IRS and Department of Labor. Each Benefit Plan that is intended to be qualified qualify under Section 401(a) or 403(a) of the Code have so qualifies and its related trust is exempt from taxation under Section 501(a) of the Code and each such plan has been amended and is operated to comply with all tax qualification requirements including those referred to as "GUST" (which includes the subject Uruguay Round Agreement Act, the Small Business Job Protection Act of 1996, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Taxpayer Relief Act of 1997 and the IRS Restructuring and Reform Act of 1998). No event has occurred that has resulted or is likely to result in the revocation of such determination letters from or that requires or could require action under the compliance resolution programs of the Internal Revenue Service to the effect that preserve such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (dh) No The Company does not have any deferred compensation plan or executive retirement plan. (i) Each Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan that is a "multiemployer group health plan" (as defined in Section 3(37607(l) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a5001(b)(1) of the Code) has been operated at all times in material compliance with the provisions of COBRA, HIPAA and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectapplicable, similar Legal Requirement. (gj) There are no Welfare Plans that provide for benefits to current or former employees of the Company beyond their retirement or other termination of service, other than coverage mandated by COBRA, the cost of which is fully payable by each such current or former employee or his or her dependents. (k) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) not: (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any former employee of the Company to severance pay or any of its Subsidiaries, or other payment under any Benefit Plan; (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parentcompensation due to, or in respect of, any of their respective subsidiaries current or affiliates with respect to any former employee of the Company or any of its Subsidiaries under any Benefit Plan Plan; (iii) alone or in connection combination with the Offer and the Merger will be characterized as any other payment, result in an "excess parachute payment," within the meaning of Section 280G(b)(1280G(b) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit ; or (iv) constitute or involve a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the application Code), constitute or involve a breach of fiduciary responsibility within the meaning of Section 280G(b)(1502(l) of ERISA or otherwise violate Part 4 of Subtitle B of Title I of ERISA. (l) As of the Code date of this Agreement, the Company and any entity with which the Company could be considered a single employer under 29 U.S.C. section 2101(a)(1) or under any relevant case law, has not incurred any Liability or obligation under the Worker Adjustment and Retraining Notification Act, as it may be amended from time to time, and within the transactions contemplated hereby90-day period immediately following the date of this Agreement, will not incur any such Liability if, during such 90-day period, only terminations of employment in the normal course of operations occur.

Benefit Plans; ERISA. (a) The Company All Benefit Plans relating to each of the Acquired Companies and Subsidiaries are listed in Section 2.14 of the Disclosure Schedule sets forth a complete list Schedule, and copies of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required documentation relating to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available to Parent true, complete and correct Purchaser (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Section 2.14 of the Disclosure Schedule: (a) each Benefit Plan. (b) Each , and the administration thereof, complies, and has at all times complied, in all material respects with the requirements of all applicable Law, including ERISA and the Code, and each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified qualify under Section section 401(a) of the Code have has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code; (b) no Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of section 302 of ERISA or section 412 of the Code; (c) no direct, contingent or secondary liability has been incurred or is expected to be incurred by any Acquired Company under Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA affiliate; (d) the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of determination letters from ERISA; (e) no "reportable event" (within the Internal Revenue Service meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA affiliate since the effect that such effective date of said section 4043; (f) no Benefit Plans are qualified and exempt from federal income taxes Plan is a multiemployer plan within the meaning of section 3(37) of ERISA; (g) no Acquired Company nor any ERISA affiliate has incurred any liability for any Tax imposed under Section 401(a) and 501(a), respectively, section 4971 through 4980B of the Code as amended at least through the statutory changes implemented or civil liability under the section 502(i) or (l) of ERISA; (h) no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (i) no Tax Reform Act of 1986, and no such determination letter has been revoked norincurred under section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); (j) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any state laws requiring continuation of benefits coverage following termination of employment; (k) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought or, to the knowledge of the CompanySeller, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter threatened against or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan and there are no facts or circumstances known to the Seller that is an employee welfare benefit plan could reasonably be expected to give rise to any such suit, action or other litigation; and (l) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as defined disclosed in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) 2.14 of the CodeDisclosure Schedule, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan Acquired Companies has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries performed under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Schedule 2.12(a) of the Company Disclosure Schedule sets forth a complete list of lists all "(i) “employee benefit plans" (as defined in ” within the meaning of Section 3(3) of ERISA (including any “individual retirement accounts” or “individual retirement annuities” within the Employee Retirement Income Security Act meaning of 1974, as amended ("ERISA")Section 408 of the Code), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control sponsored by Company or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, LLLP and by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit each member of any current trade or former employees, officers, directors business (whether or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bnot incorporated) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 4001 of ERISA or Section 414(b), (c), (m) or (o) of the Code that would have (an “ERISA Affiliate”); (ii) employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of Company, LLLP or an ERISA Affiliate, and (iii) other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether formal or informal, oral or written, legally binding or not, which Company, LLLP or any ERISA Affiliate maintains, to which any of them contributes, or for which any of them has any obligation or Liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Company Plans”. (b) None of Company, LLLP or any ERISA Affiliate maintains or contributes to any plan or other arrangement (whether or not such plan or other arrangement constitutes a Company Plan) that provides health benefits to an employee after the employee’s termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (c) Except as could not reasonably be expected to cause a Material Adverse EffectChange in the Condition of the Business, Company or LLLP: (i) each of Company, LLLP and its subsidiaries have complied with ERISA, the Code and all laws and regulations applicable to the Company Plans and each Company Plan has been maintained and administered in compliance with its terms; and (ii) each Company Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code does so qualify. (d) None of the Company Plans is a defined benefit plan within the meaning of Section 3(35) of ERISA or a plan subject to the minimum funding standards set forth in Section 302 of ERISA and Section 412 of the Code, and none of Company, LLLP or any ERISA Affiliate has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, any such plan. (e) None of the Company Plans is a “multiemployer plan” within the meaning of Section 3(37) of ERISA, and Company, LLLP or any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a multiemployer plan. (f) With respect to any Benefit Plan that None of the Company Plans is an a self-insured employee welfare benefit plan (as defined in Section 3(l3(1) of ERISA), including, without limitation, any such plan pursuant to which a excess loss or reinsurance policy or contract applies. (g) All material reports, forms and other documents required to be filed with any government entity or furnished to employees, former employees or beneficiaries with respect to any Company Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and furnished and are accurate. (h) With respect to the applicable Company Plans, all required contributions that are due and payable for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) have been made or will have been made by Company prior to the Closing Date. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the applicable Company Plans for plan years ending on or before the Closing Date. (j) With respect to each Company Plan: (i) no prohibited transactions (as defined in Sections 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which a statutory exemption is not available; (ii) no action or claims (other than routine claims for benefits made in the ordinary course of plan administration for which plan administrative review procedures have not been exhausted) are pending or to the Knowledge of the Seller Parties, threatened or imminent against or with respect to any Company Plan, any employer who is participating (or who has participated) in such Benefit Company Plan or any fiduciary (as defined in Section 3(21) of ERISA) of such Company Plan; (iii) to the Knowledge of the Seller Parties, neither Company, LLLP, nor, after inquiry by Company and LLLP of any fiduciary of any Company Plan, any fiduciary has any knowledge of any facts that could give rise to any such action or claim as described in subsection (ii), above; (iv) such Company Plan provides benefitsthat it may be amended or terminated at any time and, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement except for benefits under a Benefit Plan qualified protected under Section 401(a411(d) of the Code, and (ii) each such Benefit Plan (including all benefits payable to current or terminated employees or any such Plan covering retirees or other former employees) beneficiary may be amended or terminated by Company or LLLP, as applicable, at any time without liability that would have a Company Material Adverse Effect.Liability; (gv) The execution ofnone of Company, and performance LLLP or any ERISA Affiliate has any Liability or to the Knowledge of the transactions contemplated inSeller Parties is Company, this Agreement will not LLLP or any ERISA Affiliate threatened with any Liability (either alone whether joint or upon the occurrence of any additional or subsequent eventsseveral) (i) constitute an event under for any Benefit Plan that will excise tax imposed by Sections 4971, 4975, 4976, 4977 or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee 4979 of the Company or any of its SubsidiariesCode, or (ii) to a fine under Section 502 of ERISA; (vi) all of the Company Plans, to the extent applicable, are in compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Sections 601 through 608 of ERISA; (vii) true, correct and complete copies of all documents creating or evidencing any Company Plan have been delivered or made available to Purchaser, and true, correct and complete copies of all reports, forms and other documents required to be filed with any Governmental or Regulatory Authority Entity or furnished to employees, former employees or beneficiaries (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA, but excluding individual account statements and tax forms) within the past five (5) years of the Effective Date have been delivered to Purchaser. There are no negotiations, demands or proposals which are pending or to the Knowledge of the Seller Parties have been made which concern matters now covered, or that would be covered, by the type of agreements required to be listed in Schedule 2.12 (a) of the Company Disclosure Schedule; and (viii) all expenses and liabilities relating to all of the Company Plans have been, and will on the Closing Date be fully and properly accrued on the Company’s Books and Records and reflected in accordance with GAAP on the Financial Statements and in the applicable Company Plan financial statements. (k) No Company Plan exists that could result in the triggering payment to any present or imposition former employee of Company or LLLP of any restrictions money or limitations on the right other property or accelerate or provide any other rights or benefits to any present or former employee of Company or LLLP as a result of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or transactions contemplated by this Agreement, which payment would result in any materially adverse consequence for so doing). No constitute a parachute payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Code Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.280G.

Benefit Plans; ERISA. (a) The Section 3.13(a) of the Company Disclosure Schedule sets forth lists each Benefit Plan together with a complete brief description of the type of plan and benefit provided thereunder. The Company has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to Parent (i) a copy of each Benefit Plan (including amendments) and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any an ERISA Affiliate of incurring a liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies under Title IV of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in full compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in compliance the Company Financial Statements for the obligations of the Company under all Benefit Plans are adequate and were determined in accordance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectGAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the Code, and Company or any ERISA Affiliate or (iiiv) each such Benefit Plan benefits the full cost of which is borne by any current or former employee (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary)). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay former employee or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits officer or obligation to fund benefits with respect to any employee director of the Company or any of its SubsidiariesERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. Exhibit 10.30 (g) There are no pending or, to the Knowledge of the Company, anticipated or threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Section 2.14(a) of the Disclosure Schedule sets forth (i) contains a true ------------------------------------------ and complete list of all "employee each of the Benefit Plans and (ii) identifies each of the Benefit Plans that is a Qualified Plan. Neither the Company nor any Subsidiary has scheduled or agreed upon future increases of benefit plans" levels (or creations of new benefits) with respect to any Plan, and no such increases or creation of benefits have been proposed, made the subject of representations to employees or requested or demanded by employees under circumstances which make it reasonable to expect that such increases will be granted. Except as defined disclosed in Section 3(3------- 2.14(a) of the Employee Retirement Income Security Act of 1974Disclosure Schedule, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, no loan is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of outstanding between the Company ---------------------------------- or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Planemployee. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with Neither the applicable provisions Company nor any Subsidiary maintains or is obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of ERISA1985, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectas amended. (c) All Each of the Benefit Plans intended to be qualified under Section 401(a) of is, and its administration is and has been since inception, in all material respects, in compliance with, and neither the Code have been the subject of Company nor any Subsidiary has received any claim or notice that any such Benefit Plan is not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions. Each Qualified Plan has received a favorable determination letters letter from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan it is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and, if applicable, Section 401(k) of the Code, and, to the knowledge of Seller, nothing has occurred subsequent thereto that would adversely affect such determination. (d) Neither the Sellers, the Company nor any Subsidiary is in default in performing any of its material contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and other payments required to be made by the Sellers, the Company or any Subsidiary to any Benefit Plan with respect to any period ending at the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of such Benefit Plan. (e) Except as disclosed in Section 2.14(e) of the Disclosure --------------------------------- Schedule, (i) no benefit under any Benefit Plan, including, without limitation, -------- any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable solely by reason of any transaction contemplated under this Agreement; and (ii) each such Benefit no Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may exists which could result in the payment of money or any payment (whether of severance pay other property or otherwise)rights, accelerationor accelerate or provide any other rights or benefits, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated Subsidiary (or which other current or former service provider thereto) that would result in any materially adverse consequence not have been required but for so doing). No payment or benefit that will or may be made by the Companytransactions provided for herein, Parent, or any of their respective subsidiaries or affiliates with respect to any employee and none of the Company or any Subsidiary, nor any of its Subsidiaries under their respective affiliates, is a party to any Benefit Plan Plan, program, arrangement or understanding that would result, separately or in the aggregate, in the payment (whether in connection with the Offer and the Merger will be characterized as an any termination of employment or otherwise) of any "excess parachute payment," within the meaning of Section 280G(b)(1280G of the Code with respect to a current or former employee of, or current or former independent contractor to, any of the Company or any Subsidiary. (f) To the knowledge of the Sellers, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to result in liability on the part of Purchaser, the Company, any Subsidiary or any fiduciary of any such Benefit Plan, nor, to the knowledge of the Sellers, is there any basis for such a claim. (g) Complete and correct copies of the following documents have been made available to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans including, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA, and any similar descriptions of all other Benefit Plans; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements, if any; and (iv) the most recent determination letter of the IRS with respect to the qualified status of each Qualified Plan. (h) Neither the Company nor any of its Subsidiaries is or at any time ever has been in a controlled group (other than in respect of the Company and its Subsidiary) or otherwise aggregated with any other corporation or other trade or business (except for each other) for purposes of Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA. Neither the Company nor any of its Subsidiaries maintains, contributes to or otherwise has any liability to or with respect to, or has ever maintained, contributed to or otherwise had any liability to or with respect to, any employee benefit plan subject to Title IV or ERISA or Section 412 of the Code. The parties hereby agree Without limiting any other provision of this Section 2.14, no event has occurred and no condition exists, with respect to use their commercially reasonable efforts any Benefit Plan, that has subjected or could subject the Company or any Subsidiary, or any Benefit Plan or any successor thereto, to limit any Tax, fine, penalty or other liability (other than a liability arising in the application of Section 280G(b)(1) normal course to make contributions or payments, as applicable, when ordinarily due under a Benefit Plan with respect to employees of the Code Company and the Subsidiaries). To the knowledge of the Sellers, no event has occurred and no condition exists, with respect to any Benefit Plan that could subject Purchaser or any of its Affiliates, or any Benefit Plan maintained by Purchaser or any Affiliate thereof, to any Tax, fine, penalty or other liability, that would not have been incurred by Purchaser or any of its Affiliates, or any such Benefit Plan, but for the transactions contemplated hereby. Except as disclosed in Section 2.14(a) of the Disclosure Schedule, no ------------------------------------------ Benefit Plan is or will be directly or indirectly binding on Purchaser by virtue of the transactions contemplated hereby. Neither the Company nor any Subsidiary nor Purchaser will have any liability under the Workers Adjustment and Retraining Notification Act, as amended, with respect to any events occurring or conditions existing on or prior to Closing.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all Each "employee benefit plansplan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severancestock purchase or other equity compensation plan, program or arrangement, each employment, termination payor severance agreement or plan, change in control incentive compensation or other material employee benefit plansagreement, programswhether written or oral, arrangements or agreements currently maintainedin each case, which is sponsored, maintained or contributed to, to or required to be maintained or contributed to, to by the Company, the Majority Stockholder Company or any Person that, together with other Acquired Company at any time during the Company, is treated as a single employer under Section 414 of seven-calendar year period immediately preceding the Code Closing Date for the benefit of any current employees or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which other Acquired Company or former employees or directors of the Company or any Subsidiary has any liability other Acquired Company (collectively, the "Benefit Plans")) is listed at Section 3.14(a) of the Company Disclosure Schedule. The Company Except as may be required by applicable Law or regulatory action, neither the Company, nor any Acquired Company, nor any of their respective Affiliates, has delivered any Contract, plan or made available commitment, whether legally binding or not, to Parent true, complete and correct copies of each Benefit create any additional Plan or to modify or change any existing Plan. (b) Each Benefit With respect to each Plan, the Company has made available to, or delivered or caused to be delivered to, Parent and its counsel true and complete copies of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto or, if the Plan is not a written Plan, a description thereof; (ii) the current summary plan description with any applicable summaries of material modifications thereto as well as any other material employee communications; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been administered in accordance with its terms filed and in compliance is currently pending with the applicable provisions IRS, a copy of ERISAsuch filing; (v) the three most recently prepared IRS Forms 5500; (vi) the most recently prepared financial statements; and (vii) all material related to contracts, the Code service provider agreements and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectinvestment management and investment advisory agreements. (c) All Except as disclosed at Section 3.14(c) of the Company Disclosure Schedule and except for the Financial Benefit Plans Group, Inc. Employee Stock Ownership Plan (the "FBGESOP"), each Plan is in material compliance with applicable Law, including but not limited to ERISA and the Code, and has been administered and operated in all material respects in accordance with such applicable Law and the terms of the Plan. Except for the FBGESOP, each Plan which is intended to be qualified under "qualified" within the meaning of Section 401(a) of the Code have been the subject of has received a favorable determination letters letter from the Internal Revenue Service and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. Other than with respect to those matters (the "FBGESOP Matters") that have been specifically disclosed to the IRS in writing in connection with the Company's application, dated as of July 1996, under the Employee Plan Closing Agreement Program ("CAP"), the FBGESOP is qualified under Section 401 of the Code. The Company anticipates finalizing a closing agreement pursuant to the requirements of Rev. Proc. 94-16 to the effect that such Benefit Plans are (x) the total non-deductible sanction payable as a result of the tax qualification defects in the FBGESOP will not exceed $10,000, and (y) provided that the Company corrects the defects in the FBGESOP, the IRS will treat the FBGESOP as tax-qualified and exempt from federal income taxes under in compliance with the requirements of Section 401(a) and 501(a), respectively, of the Code Code. Except as amended disclosed at least through Section 3.14(c) of the statutory changes implemented Company Disclosure Schedule, other than with respect to the FBGESOP Matters, all trusts maintained under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge Plans are exempt from taxation under Section 501(a) of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationCode. (d) No Benefit Except as disclosed at Section 3.14(d) of the Company Disclosure Schedule, no Plan is subject to or has been covered by Section 302 or Title IV of ERISA or is or has been subject to the minimum funding requirements of Section 412 of the Code. No liability has been, or could reasonably be expected to be, incurred under Title IV of ERISA (other than for benefits payable in the ordinary course of PBGC insurance premiums) or Section 412(f) or (n) of the Code by any entity required to be aggregated with the Company or any other Acquired Company pursuant to Section 4001(b) of ERISA and/or Section 414(b) or (c) of the Code (and no Benefit Plan is a the regulations promulgated thereunder) with respect to any "multiemployer employee pension benefit plan" (as defined in Section 3(373(2) of ERISA)) which is not a Plan. (e) No Person Full payment has incurred been made of all amounts which the Company or any material liability other Acquired Company were required under Title IV of ERISA or Section 412 the terms of the Code during Plans to have paid as contributions to such Plans on or prior to the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effectdate hereof (excluding any amounts not yet due). (f) With respect to Except as disclosed at Section 3.14(f) of the Company Disclosure Schedule, neither the Company nor any Benefit Plan that is an employee welfare benefit plan other Acquired Company nor any other "disqualified person" or "party in interest" (as defined in Section 3(l4975(e)(2) of the Code and Section 3(14) of ERISA), (irespectively) no such Benefit has engaged in any transaction in connection with any Plan provides benefits, including without limitation, death that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 409 of ERISA or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Tax pursuant to Section 401(a4975(a) of the Code. Except as disclosed at Section 3.14(f) of the Company Disclosure Schedule, and (ii) each such Benefit no Plan (including or related trust owns any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectsecurities in violation of Section 407 of ERISA. (g) The No Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Acquired Companies or any Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary). (h) To the Knowledge of the Company, each Plan subject to the requirements of Section 601 of ERISA has been operated in material compliance therewith. (i) Except as disclosed at Section 3.14 of the Company Disclosure Schedule, neither the execution of, and performance of this Agreement nor the consummation of the transactions contemplated inhereby will (x) entitle any current or former director, this Agreement will not (either alone employee or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee officer of the Company or any of its Subsidiariesother Acquired Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (iiy) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation due any restrictions such director, employee or limitations on the right officer. (j) Except as disclosed at Section 3.14(j) of the Company Disclosure Schedule, no liability, claim, investigation, audit, action or Parent litigation has been incurred, made, commenced or, to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Knowledge of the Company, Parentis threatened or anticipated, by or against the Company or any of their respective subsidiaries or affiliates other Acquired Company with respect to any employee of Plan (other than for benefits payable in the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyordinary course).

Benefit Plans; ERISA. (a) The Section 3.16(a) of the Company Disclosure Schedule sets forth lists each Benefit Plan together with a complete brief description of the type of plan and benefit provided thereunder. Neither the Company nor HIP, LLC has any commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to Parent (i) a copy of each Benefit Plan (including amendments) and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, HIP, LLC, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder HIP, LLC or any Person that, together with the Company, is treated as an ERISA Affiliate of incurring a single employer liability under Section 414 Title IV of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and and, as of the Closing Date, will be in compliance in all material respects, in form and operation, with all applicable laws (including but not limited to ERISA and the applicable provisions Code). The reserves reflected in the Company Financial Statements for the obligations of ERISAthe Company or HIP, the Code LLC, as appropriate, under all Benefit Plans are adequate and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectwere determined in accordance with GAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of the Company, HIP, LLC or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the CodeCompany, and HIP, LLC or any ERISA Affiliate or (iiiv) each such Benefit Plan benefits the full cost of which is borne by any current or former employee (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary)). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay former employee, manager, officer or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee director of the Company Company, HIP, LLC or any of its SubsidiariesERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. Exhibit 10.31 (g) There are no pending or, to the Knowledge of the Company, anticipated or threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Section 3.13(a) of the Company Disclosure Schedule sets forth lists each Benefit Plan together with a complete brief description of the type of plan and benefit provided thereunder. The Company has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to Parent (i) a copy of each Benefit Plan (including amendments) and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any an ERISA Affiliate of incurring a liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies under Title IV of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in full compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in compliance the Company Financial Statements for the obligations of the Company under all Benefit Plans are adequate and were determined in accordance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectGAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the Code, and Company or any ERISA Affiliate or (iiiv) each such Benefit Plan benefits the full cost of which is borne by any current or former employee (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary)). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay former employee or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits officer or obligation to fund benefits with respect to any employee director of the Company or any of its SubsidiariesERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the Knowledge of the Company, anticipated or threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Section 3.11(a) of the Company Disclosure Schedule sets forth lists each Benefit Plan together with a complete brief description of the type of plan and benefit provided thereunder. The Company has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. The Company has provided to Parent (i) a copy of each Benefit Plan (including amendments) and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the three most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee’s report for each Benefit Plan funded through a trust. (b) Neither the Company, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3Sections 3(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other ) and no condition exists that presents a material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required risk to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any an ERISA Affiliate of incurring a liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies under Title IV of each Benefit PlanERISA. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and, as of the Closing Date, will be in full compliance, in form and operation, with all applicable laws (including but not limited to ERISA and the Code). The reserves reflected in compliance the Company Financial Statements for the obligations of the Company under all Benefit Plans are adequate and were determined in accordance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectGAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor’s ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of the Company or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of the Code, and Company or any ERISA Affiliate or (iiiv) each such Benefit Plan benefits the full cost of which is borne by any current or former employee (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary)). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether of severance pay former employee or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits officer or obligation to fund benefits with respect to any employee director of the Company or any of its SubsidiariesERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the Knowledge of the Company, anticipated or Threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(32.09(a) of the Employee Retirement Income Security Act Disclosure Schedule contains a true and complete list and description of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 each of the Code for the benefit of any current or former employees, officers, directors or independent contractors Benefit Plans and identifies each of the Company or any Subsidiary Benefit Plans that is a Qualified Plan and with respect relates to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit PlanEmployees. (b) Each Benefit Plan has been administered Except as disclosed in accordance with its terms Section 2.09(b) of the Disclosure Schedule, Seller does not maintain nor is it obligated to provide benefits under any life, medical or health plan which provides benefits to retired or other terminated Employees other than (i) benefit continuation rights under the Consolidated Omnibus Budget Reconciliation of 1985, as amended, and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect(ii) incidental benefits under any Qualified Plan. (c) All Benefit Plans intended to be qualified Neither Seller, any ERISA Affiliate nor any other corporation or organization controlled by or under Section 401(a) common control with any of the Code have been foregoing within the subject meaning of determination letters from the Internal Revenue Service to the effect Section 4001 of ERISA has at any time contributed to, on behalf of any Employee, any "multiemployer plan", as that such Benefit Plans are qualified and exempt from federal income taxes under term is defined in Section 401(a) and 501(a), respectively, 4001 of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationERISA. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 Each of the Benefit Plans relating to the Employees is, and its administration is and has been since inception, in compliance with ERISA and the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)all material respects. (e) All contributions and other payments required to be made by Seller to any Benefit Plan relating to the Employees with respect to any period ending before or at or including the Closing have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor. (f) (i) No Person transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to Purchaser or any corporation or organization controlled by or under common control with Purchaser within the meaning of Section 4001 of ERISA, (ii) neither Seller nor any ERISA Affiliate has incurred any material liability under Title IV of ERISA (other than for the payment of PBGC insurance premiums in the ordinary course), (iii) the Assets are not subject to Lien under Title IV of ERISA or Section 412 of the Code during Code, and (iv) there does not exist any proceeding, fact or circumstance that might reasonably be expected to result in Seller or any ERISA Affiliate incurring liability under Title IV of ERISA (other than for the time such Person was required to be treated as payment of PBGC insurance premiums in the ordinary course) or the imposition of a single employer with Lien on the Company Assets under Title IV of ERISA or Section 414 412 of the Code that would have a Company Material Adverse EffectCode. (fg) With There are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law. (h) Complete and correct copies of the following documents have been made available to Purchaser prior to the execution of this Agreement: (i) the Benefit Plans and any related trust agreements and insurance contracts; (ii) current summary Plan descriptions of each Benefit Plan subject to ERISA; (iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination letter issued by the IRS with respect to the qualified status of each Qualified Plan; (v) the most recent accountings with respect to any Benefit Plan that is an employee welfare benefit plan funded through a trust; and (as defined in Section 3(lvi) the most recent actuarial report of ERISA), (i) no such the qualified actuary of any Subject Defined Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement any other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyactuarial valuations are conducted.

Benefit Plans; ERISA. (a) The Company Section 3.11(a) of the Disclosure Schedule sets forth contains a true and complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974Benefit Plans, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 and identifies each of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plans that is a Qualified Plan. (b) Each Benefit Plan has been administered Except as disclosed in accordance with its terms and in compliance with Section 3.11(b) of the applicable provisions of ERISADisclosure Schedule, the Code Company does not maintain and is not obligated to provide benefits under any life, medical or health plan (other applicable lawthan as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, except where the failure to so administer or comply would not have a Company Material Adverse Effectas amended. (c) All Each of the Benefit Plans intended that is subject to ERISA and the Code is, and its administration is and has been since inception, in compliance with ERISA and the Code in all respects, except for such failures to comply which could not reasonably be expected to result in a material liability on the part of Purchaser, the Company or any fiduciary of any such Benefit Plan. (d) All contributions and other payments required to be made by Parent or the Company to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been accrued in the Financial Statements in accordance with GAAP. (e) There are no claims pending or, to the Knowledge of Parent, threatened in writing by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which, individually or in the aggregate, could reasonably be expected to result in a material liability on the part of Purchaser, the Company or any fiduciary of any such Benefit Plan. (f) The Company does not participate in or have any present or future obligation or liability under any "multiemployer plan" as that term is defined by ERISA. Each Qualified Plan which is qualified under Section 401(a) of the Code have has been the subject of determination letters from determined by the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986be so qualified, and no such determination letter fact or event has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date of its most recent such determination letter or application therefor in any respect that which would reasonably be expected to adversely affect its qualification. (d) the qualified status of any such Benefit Plan. No Benefit Plan is subject to Title IV non-exempt "prohibited transactions" as defined in Section 406 of ERISA or Section 4975 of the Code have occurred or been engaged in with respect to any Benefit Plan. There are no "accumulated funding deficiencies" as defined in Section 412 of the Code and no Benefit Plan is a (whether or not waived) with respect to any Pension Plan. No "multiemployer planreportable events" (as that term is defined in Section 3(374043(b) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer have occurred with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to the Pension Plans which would result in any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of liability to the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse EffectCompany. (g) The execution of, Parent has heretofore delivered or made available to the Purchaser correct and performance complete copies of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any each Benefit Plan that will or may result in any payment (whether of severance pay or otherwise)and to the extent required to be filed, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations most recent Annual Report on the right of the Company or Parent to cause any such Form 5500 and accompanying schedules for each Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection as filed with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyInternal Revenue Service.

Benefit Plans; ERISA. (a) The Company Section 3.13(a) of the StemSource Disclosure Schedule sets forth Letter lists each Benefit Plan. StemSource has no commitment, proposal, or communication to employees regarding the creation of an additional Plan or any increase in benefits under any Benefit Plan. StemSource has provided to MacroPore (i) a complete copy of each Benefit Plan (including amendments) or, where substantially similar arrangements exist, a sample copy and a list of all "employee benefit plans" persons participating in such arrangement, (ii) the most recent annual reports on the Form 5500 series for each Benefit Plan required to file such report and (iii) the most recent trustee's report for each Benefit Plan funded through a trust. (b) Neither StemSource, an ERISA Affiliate or predecessor thereof has ever maintained, contributed to or been obligated to contribute to any Defined Benefit Plan or multiemployer plan (as defined in Section 3(3(3)(37) or 4001(a)(3) of the Employee Retirement Income Security Act ERISA) and no condition exists that presents a material risk to StemSource or an ERISA Affiliate of 1974, as amended ("incurring a liability under Title IV of ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bc) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and and, as of the Closing Date, will be in compliance in all material respects, in form and operation, with all applicable laws (including but not limited to ERISA and the applicable provisions Code). The reserves reflected in StemSource Financial Statements for the obligations of ERISA, the Code StemSource under all Benefit Plans are adequate and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectwere determined in accordance with GAAP. (cd) All Benefit Plans intended to be qualified Each Qualified Plan has received a determination letter from the Internal Revenue Service confirming that it qualifies under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked norand, to the knowledge Knowledge of the CompanyStemSource, nothing has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date issuance of its most recent determination that letter or application therefor in any respect that which would adversely affect its qualification. (d) No Benefit Plan is subject such qualified status or the plan sponsor's ability to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA)rely on such determination letter. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, limitation death or medical benefitsbenefits (whether or not insured), with respect to current or former employees of StemSource or any ERISA Affiliate beyond their termination of employment or retirement service (other than (Ai) coverage mandated by law or applicable law, (Bii) death or retirement benefits under a Benefit Plan qualified under Section 401(aQualified Plan, (iii) deferred compensation benefits accrued as liabilities on the books of StemSource or any ERISA Affiliate or (iv) benefits the Code, and full cost of which is borne by any current or former employee (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended his or terminated without liability that would have a Company Material Adverse Effecther beneficiary)). (gf) The execution of, and performance consummation of the transactions contemplated in, by this Agreement will not (not, either alone immediately or upon the occurrence of any additional or subsequent events) event thereafter, (i) constitute an event under entitle any Benefit Plan that will current or may result in any payment (whether former employee or officer or director of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company StemSource or any of its SubsidiariesERISA Affiliate to severance pay, unemployment compensation or any other payment, or (ii) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation otherwise due any such individual. (g) There are no pending or, to the Knowledge of StemSource, anticipated or threatened claims by or on behalf of any restrictions Benefit Plan, by any employee or limitations on the right of the Company beneficiary covered under any such Benefit Plan, or Parent to cause otherwise involving any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence other than routine claims for so doingbenefits). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all Each "employee benefit plansplan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severancestock purchase or other equity compensation plan, program or arrangement, each employment, termination payor severance agreement or plan, change in control incentive compensation or other material employee benefit plansagreement, programswhether written or oral, arrangements or agreements currently maintainedin each case, which is sponsored, maintained or contributed to, to or required to be maintained or contributed to, to by the Company, the Majority Stockholder Company or any Person that, together with other Acquired Company at any time during the Company, is treated as a single employer under Section 414 of seven-calendar year period immediately preceding the Code Closing Date for the benefit of any current employees or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which other Acquired Company or former employees or directors of the Company or any Subsidiary has any liability other Acquired Company (collectively, the "Benefit Plans")) is listed at Section 3.14(a) of the Company Disclosure Schedule. The Company Except as may be required by applicable Law or regulatory action, neither the Company, nor any Acquired Company, nor any of their respective Affiliates, has delivered any Contract, plan or made available commitment, whether legally binding or not, to Parent true, complete and correct copies of each Benefit create any additional Plan or to modify or change any existing Plan. (b) Each Benefit With respect to each Plan, the Company has made available to, or delivered or caused to be delivered to, Parent and its counsel true and complete copies of the following documents, as applicable, for each respective Plan: (i) all Plan documents, with all amendments thereto or, if the Plan is not a written Plan, a description thereof; (ii) the current summary plan description with any applicable summaries of material modifications thereto as well as any other material employee communications; (iii) all current trust agreements and/or other documents establishing Plan funding arrangements; (iv) the most recent IRS determination letter and, if a request for such a letter has been administered in accordance with its terms filed and in compliance is currently pending with the applicable provisions IRS, a copy of ERISAsuch filing; (v) the three most recently prepared IRS Forms 5500; (vi) the most recently prepared financial statements; and (vii) all material related to contracts, the Code service provider agreements and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectinvestment management and investment advisory agreements. (c) All Except as disclosed at Section 3.14(c) of the Company Disclosure Schedule and except for the Financial Benefit Plans Group, Inc. Employee Stock Ownership Plan (the "FBGESOP"), each Plan is in material compliance with applicable Law, including but not 25 limited to ERISA and the Code, and has been administered and operated in all material respects in accordance with such applicable Law and the terms of the Plan. Except for the FBGESOP, each Plan which is intended to be qualified under "qualified" within the meaning of Section 401(a) of the Code have been the subject of has received a favorable determination letters letter from the Internal Revenue Service and no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. Other than with respect to those matters (the "FBGESOP Matters") that have been specifically disclosed to the IRS in writing in connection with the Company's application, dated as of July 1996, under the Employee Plan Closing Agreement Program ("CAP"), the FBGESOP is qualified under Section 401 of the Code. The Company anticipates finalizing a closing agreement pursuant to the requirements of Rev. Proc. 94-16 to the effect that such Benefit Plans are (x) the total non-deductible sanction payable as a result of the tax qualification defects in the FBGESOP will not exceed $10,000, and (y) provided that the Company corrects the defects in the FBGESOP, the IRS will treat the FBGESOP as tax-qualified and exempt from federal income taxes under in compliance with the requirements of Section 401(a) and 501(a), respectively, of the Code Code. Except as amended disclosed at least through Section 3.14(c) of the statutory changes implemented Company Disclosure Schedule, other than with respect to the FBGESOP Matters, all trusts maintained under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge Plans are exempt from taxation under Section 501(a) of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationCode. (d) No Benefit Except as disclosed at Section 3.14(d) of the Company Disclosure Schedule, no Plan is subject to or has been covered by Section 302 or Title IV of ERISA or is or has been subject to the minimum funding requirements of Section 412 of the Code. No liability has been, or could reasonably be expected to be, incurred under Title IV of ERISA (other than for benefits payable in the ordinary course of PBGC insurance premiums) or Section 412(f) or (n) of the Code by any entity required to be aggregated with the Company or any other Acquired Company pursuant to Section 4001(b) of ERISA and/or Section 414(b) or (c) of the Code (and no Benefit Plan is a the regulations promulgated thereunder) with respect to any "multiemployer employee pension benefit plan" (as defined in Section 3(373(2) of ERISA)) which is not a Plan. (e) No Person Full payment has incurred been made of all amounts which the Company or any material liability other Acquired Company were required under Title IV of ERISA or Section 412 the terms of the Code during Plans to have paid as contributions to such Plans on or prior to the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effectdate hereof (excluding any amounts not yet due). (f) With respect to Except as disclosed at Section 3.14(f) of the Company Disclosure Schedule, neither the Company nor any Benefit Plan that is an employee welfare benefit plan other Acquired Company nor any other "disqualified person" or "party in interest" (as defined in Section 3(l4975(e)(2) of the Code and Section 3(14) of ERISA), (irespectively) no such Benefit has engaged in any transaction in connection with any Plan provides benefits, including without limitation, death that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 409 of ERISA or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Tax pursuant to Section 401(a4975(a) of the Code. Except as disclosed at Section 3.14(f) of the Company Disclosure Schedule, and (ii) each such Benefit no Plan (including or related trust owns any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effectsecurities in violation of Section 407 of ERISA. (g) The No Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the Acquired Companies or any Subsidiary for periods extending beyond their retirement or other termination of service, other 26 than (i) coverage mandated by applicable Law, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary). (h) To the Knowledge of the Company, each Plan subject to the requirements of Section 601 of ERISA has been operated in material compliance therewith. (i) Except as disclosed at Section 3.14 of the Company Disclosure Schedule, neither the execution of, and performance of this Agreement nor the consummation of the transactions contemplated inhereby will (x) entitle any current or former director, this Agreement will not (either alone employee or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee officer of the Company or any of its Subsidiariesother Acquired Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (iiy) result in accelerate the triggering time of payment or imposition vesting, or increase the amount of compensation due any restrictions such director, employee or limitations on the right officer. (j) Except as disclosed at Section 3.14(j) of the Company Disclosure Schedule, no liability, claim, investigation, audit, action or Parent litigation has been incurred, made, commenced or, to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Knowledge of the Company, Parentis threatened or anticipated, by or against the Company or any of their respective subsidiaries or affiliates other Acquired Company with respect to any employee of Plan (other than for benefits payable in the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyordinary course).

Benefit Plans; ERISA. (a) The Company Part 5.23 of the Disclosure Schedule sets forth a complete list of lists (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, (ii) all employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of PickAx or Member of the Controlled Group, and (iii) all other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether legally binding or not, which PickAx or any Member of the Controlled Group maintains, contributes to or has any obligation to or liability for (collectively, the "Plans"). (b) None of the Plans is a Defined Benefit Plan, and neither PickAx nor any Member of the Controlled Group has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, a Defined Benefit Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (c) None of the Plans is a Multiemployer Plan, and neither PickAx nor any Member of the Controlled Group has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (d) Neither PickAx nor any Member of the Controlled Group maintains or contributes to any welfare benefit plan which provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (e) Each Plan that is an "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change complies in control or other all material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, respects by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable provisions of ERISAto the Plan, including but not limited to ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectCode. (cf) All Benefit Plans reports, forms and other documents required to be filed with any government entity with respect to any Plan (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and are accurate. (g) Each Plan intended to be qualified qualify under Section 401(a) of the Code have been is the subject of a favorable determination letters from letter issued by the Internal Revenue Service. To PickAx's knowledge, nothing has occurred since the date of the Internal Revenue Service's favorable determination letter that could adversely affect the qualification of the Plan and its related trust. PickAx and each Member of the Controlled Group have timely and properly applied for a written determination by the Internal Revenue Service to on the effect that qualification of each such Benefit Plans are qualified Plan and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified related trust under Section 401(a) of the Code, as amended by the Tax Reform Act of 1986 and subsequent legislation enacted through the date hereof, and Section 501 of the Code. (h) All contributions owed for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) under any Plan have been or will be made prior to the Closing Date by PickAx in accordance with past practice and the recommended contribution in any applicable actuarial report; and any contributions made on or after the date of this Agreement shall be specifically disclosed to Omnis by prompt written notice. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing Date. (j) With respect to each Plan: (i) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available that could reasonably be expected to result in a material amount of liability to PickAx; (ii) each such Benefit no actions or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any employer who is participating (including or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan that could reasonably be expected to result in a material amount of liability to PickAx or any Member of the Controlled Group; (iii) no facts exist which could give rise to any such action or claim; and (iv) the Plan covering retirees or other former employees) provides that it may be amended or terminated at any time and, except for benefits protected under Section 411(d) of the Code, all benefits payable to current, terminated employees or any beneficiary may be amended or terminated by PickAx or the relevant Member of the Controlled Group at any time without liability that would have a Company Material Adverse Effectmaterial amount of liability. (gk) The execution of, and performance Neither PickAx nor any Member of the transactions contemplated in, this Agreement will not Controlled Group has any Plan-related liability or is threatened with any liability (either alone whether joint or upon the occurrence of any additional or subsequent eventsseveral) (i) constitute an event under for any Benefit Plan that will excise tax imposed by Section 4971, 4975, 4976, 4977 or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee 4979 of the Company or any of its SubsidiariesCode, or (ii) for a fine under Section 502 of ERISA that could reasonably be expected to result in the triggering a material amount of liability to PickAx or imposition of any restrictions or limitations on the right Member of the Company Controlled Group. (l) All the "group health plans" (as defined in Section 607(1) or Parent to cause any such Benefit Plan to be amended 733(a)(1) of ERISA or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(14980B(g)(2) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit ) that are part of the application Plans listed in the Disclosure Schedule are in material compliance with the continuation of group health coverage provisions contained in Section 280G(b)(1) 4980B of the Code and Sections 601 through 608 of ERISA. (m) Copies of all documents creating or evidencing any Plan listed in the Disclosure Schedule, and all reports, forms and other documents required to be filed with any governmental entity (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA), have been delivered or made available to Omnis; and are true and complete in all respects. There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by any Plan listed in the transactions contemplated herebyDisclosure Schedule. (n) All expenses and liabilities relating to contributions required by law and the terms of the Plans described in the Disclosure Schedule have been, and on the Closing Date will be, fully and properly accrued on the books and records of PickAx and disclosed in accordance with GAAP applied on a consistent basis in all Plan financial statements; and neither PickAx nor any Member of the Controlled Group thereof has any unfunded or undisclosed obligation to fund any contribution to any Plan.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (has no Benefit Plans. Except as defined disclosed in Section 3(33.11(a) of the Employee Retirement Income Security Act Company Disclosure Schedule, no Subsidiary has any Benefit Plan. True and complete copies of 1974the written documents evidencing the Benefit Plans (or descriptions if no plan document exists), including amendments, have been made available to Purchaser prior to the execution of this Agreement. In addition, true and complete copies of the following, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and applicable with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan, have been provided to Purchaser: (i) the summary plan description and summary of material modifications, (ii) the three (3) most recent annual reports, financial statements and/or actuarial reports, (iii) the most recent determination letter from the IRS, (iv) the three (3) most recent Form 5500s required to have been filed with the IRS, including all schedules thereto, and (v) any related trust agreements or documents of any other funding arrangements. (b) Each Benefit Plan has been established, maintained and administered in accordance with its terms and is in compliance with the terms of such Benefit Plan and all applicable provisions Laws, including ERISA, the Code, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act, in all material respects. No non-exempt “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to any Benefit Plan. All contributions to, and payments from, the Benefit Plans have been made in accordance with the terms of the Benefit Plans, ERISA, the Code and all other applicable lawLaws in all material respects. In all material respects, except where all reports, returns and similar documents with respect to the failure Benefit Plans required to so administer be filed with any Governmental or comply would not Regulatory Authority or distributed to any Benefit Plan participant have a Company Material Adverse Effectbeen duly and timely filed. (c) All With respect to each Benefit Plans Plan intended to be qualified under “qualified” within the meaning of Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(aCode, (i) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any each such Benefit Plan has been amended determined to be so qualified under the Code and has received a favorable determination from the IRS, (ii) the trusts maintained thereunder have been determined to be exempt from taxation under Section 501(a) of the Code, and (iii) nothing has occurred since the date receipt of its most recent such determination letter or application therefor in any respect that would reasonably be expected to adversely affect its qualificationsuch qualification or result in disqualification. (d) No Benefit Plan is subject There are no pending or, to Title IV of ERISA or Section 412 the Knowledge of the Code and no Company, threatened or reasonably anticipated actions, suits disputes or claims by or on behalf of any Benefit Plan is a "multiemployer plan" Plan, by any employee covered under any such Benefit Plan, as applicable or otherwise involving any such plan (as defined in Section 3(37) of ERISAother than routine claims for benefits). (e) No Person event has incurred occurred and no condition exists that could subject any material liability under Subsidiary, either directly or by reason of its affiliation with any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of organizations within the meaning of Code Section 414(b), (c), (m), or (o)), to any Lien or other Liability imposed by Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse EffectERISA. (f) With respect No Benefit Plan, including dental or medical benefits (whether or not insured), promises or provides retiree medical or other retiree welfare benefits to any Benefit Plan that is an employee welfare benefit plan Person other than as required by applicable Law. (g) Except as defined disclosed in Section 3(l3.11(g) of ERISAthe Company Disclosure Schedule, no employer securities, employer real property or other employer property is included in the assets of any Benefit Plan. (h) Except as disclosed in Section 3.11(h) of the Company Disclosure Schedule, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether by the Company or any of severance pay the Subsidiaries or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect pursuant to any employee Benefit Plan or benefit, including severance pay, becoming due or payable, or required to be provided, to any current or former employee, director, or independent contractor of the Company or any of its the Subsidiaries, (ii) increase the amount or value of any benefit or compensation otherwise payable, or required to be provided to any such employee, director, or independent contractor, or (iiiii) result in the triggering acceleration of the time of payment, vesting or imposition funding of any restrictions such benefit or limitations on compensation, (iv) limit or restrict the right of any of the Company Subsidiaries to merge, amend or Parent to cause terminate any such of the Benefit Plan to be amended Plans or terminated (or v) result in payments by the Subsidiaries under any of the Benefit Plans which would result in not be deductible by any materially adverse consequence for so doing)of the Subsidiaries under Section 162(m) or Section 280G of the Code. No payment or benefit that will or may be made by the Companydirector, Parentofficer, or other employee of any of their respective subsidiaries the Subsidiaries is entitled to receive any gross-up or affiliates additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed on such person. (i) No Subsidiary has any material liability with respect to an obligation to provide health or other non-pension benefits to any employee of the Company or any of its the Subsidiaries under any beyond his or her retirement other than coverage mandated by Law. (j) Each Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1409A(d)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of ) is in documentary and operational compliance with Section 280G(b)(1) 409A of the Code to the transactions contemplated herebyand all applicable IRS guidance promulgated thereunder.

Benefit Plans; ERISA. (a) The Company Part 2.17 of the Disclosure Schedule sets forth identifies and provides an accurate and complete description of each Seller Employee Benefit Plan. The Seller will not have any Liability under any Seller Employee Benefit Plan to any Hired Employee on or after the Closing and the Seller has never provided or made available any fringe benefit or other benefit of any nature to any of the Continuing Employees. Purchaser will not have nor incur any Liability under any Seller Employee Benefit Plan before, on or after the Closing. No Seller Employee Benefit Plan: (i) provides or provided any benefit guaranteed by the Pension Benefit Guaranty Corporation; (ii) is or was a complete list of all "employee benefit plansmultiemployer plan" (as defined in Section 3(34001(a)(3) of ERISA; or (iii) is or was subject to the Employee Retirement Income Security Act minimum funding standards of 1974, as amended Section 412 of the Code or Section 302 of ERISA. There is no Person that ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in by reason of common control or other material employee benefit plans, programs, arrangements otherwise) is or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or has at any Person that, time been treated together with the Company, is treated Seller as a single employer under within the meaning of Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit PlanCode. (b) Each Seller Employee Benefit Plan is being and has at all times been operated and administered in full compliance with the provisions thereof. Each contribution or other payment that is required to have been accrued or made under or with respect to any Seller Employee Benefit Plan has been duly accrued and made on a timely basis. Each Seller Employee Benefit Plan has at all times complied and been operated and administered in accordance with its terms and in full compliance with the all applicable provisions reporting, disclosure and other requirements of ERISA, ERISA and the Code and all other applicable lawLegal Requirements. The Seller has never incurred any penalty, except where the failure fine or Tax to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has or any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits Governmental Body with respect to any employee Seller Employee Benefit Plan; and no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) give rise directly or indirectly to any penalty, fine or Tax. Neither the Seller nor any Person that is or was an administrator or fiduciary of any Seller Employee Benefit Plan (or that acts or has acted as an agent of the Company Seller or any of its Subsidiaries, such administrator or (iifiduciary) result has engaged in any transaction or has otherwise acted or failed to act in a manner that has subjected or may subject the triggering or imposition Seller to any Liability for breach of any restrictions fiduciary duty or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing)other duty. No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment,prohibited transaction" within the meaning of Section 280G(b)(1) 406 of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of ERISA or Section 280G(b)(1) 4925 of the Code has occurred with respect to any Seller Employee Benefit Plan. (c) No inaccurate or misleading representation, statement or other communication has been made or directed (in writing or otherwise) to any of the transactions contemplated herebyContinuing Employees (i) with respect to such employee's participation, eligibility for benefits, vesting, benefit accrual or coverage under any Seller Employee Benefit Plan or with respect to any other matter relating to any Seller Employee Benefit Plan or (ii) with respect to any proposal or intention on the part of the Seller to establish or sponsor any Seller Employee Benefit Plan or to provide or make available any fringe benefit or other benefit of any nature. (d) The Seller has not advised any of the Continuing Employees (in writing or otherwise) that it intends or expects to establish or sponsor any Seller Employee Benefit Plan or to provide or make available any fringe benefit or other benefit of any nature in the future.

Benefit Plans; ERISA. (a) The Company Schedule 2.12(a) of Seller Disclosure Schedule sets forth a complete list of lists all "(i) “employee benefit plans" (as defined in ” within the meaning of Section 3(3) of ERISA (including any “individual retirement accounts” or “individual retirement annuities” within the Employee Retirement Income Security Act meaning of 1974, as amended ("ERISA")Section 408 of the Code), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, sponsored by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit Seller and by each member of any current trade or former employees, officers, directors business (whether or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bnot incorporated) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company Seller under Section 414 4001 of ERISA or Section 414(b), (c), (m) or (o) of the Code that would have a Company Material Adverse Effect(an “ERISA Affiliate”); (ii) employment agreements, including, but not limited to, any individual benefit arrangement, policy or practice with respect to any current or former employee or director of Seller or an ERISA Affiliate, and (iii) other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, whether formal or informal, oral or written, legally binding or not, which Seller or any ERISA Affiliate maintains, to which any of them contributes, or for which any of them has any obligation or Liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Seller Plans.” (fb) With respect to each Seller Plan to Seller’s Knowledge, true, correct and complete copies of all documents creating or evidencing each Seller Plan have been delivered or will be made available to Purchaser, and true, correct and complete copies of all reports, forms and other documents required to be filed with any Benefit Plan that is an employee welfare benefit plan Governmental or Regulatory Authority Entity or furnished to employees, former employees or beneficiaries (as defined in Section 3(l) of ERISA)including, (i) no such Benefit Plan provides benefits, including without limitation, death summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA, but excluding individual account statements and tax forms) within the past five (5) years of the Effective Date have been delivered to Purchaser. There are no negotiations, demands or medical benefitsproposals which are pending or have been made which concern matters now covered, beyond termination or that would be covered, by the type of employment or retirement other than agreements required to be listed in Schedule 2.12 (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(aa) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse EffectSeller Disclosure Schedule. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (ab) None of the Plans is a Defined Benefit Plan, and neither the Target nor any Member of the Controlled Group has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, a Defined Benefit Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (c) None of the Plans is a Multiemployer Plan, and neither the Target nor any Member of the Controlled Group has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (d) The Company Disclosure Schedule sets forth a complete list Target does not maintain or contribute to any welfare benefit plan which provides health benefits to an employee after the employee's termination of all employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (e) Each Plan that is an "employee benefit plan," as defined in Section 3(3) of ERISA, complies in all material respects by its terms and in operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable to the Plan, including but not limited to ERISA and the Code. (f) Except as disclosed in Section 3.23(f) of the Target Disclosure --------------- Schedule, all reports, forms and other documents required to be filed with any government entity with respect to any Plan (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and are accurate in all material respects. (g) Each Plan intended to qualify under Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service. To Knowledge of the Target and the Stockholder, nothing has occurred since the date of the Internal Revenue Service's favorable determination letter that could adversely affect the qualification of the Plan and its related trust. (h) Except as disclosed on Section 3.23(h) of the Target Disclosure --------------- Schedule, all contributions owed for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) under any Plan have been or will be made prior to the Closing Date by the Target in accordance with past practice and the recommended contribution in any applicable actuarial report. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing Date. (j) Except as disclosed on Section 3.23(j) of the Target Disclosure --------------- Schedule, with respect to each Plan: (i) to the Knowledge of the Target and the Stockholder, no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available that could reasonably be expected to result in a material amount of liability to the Target; (ii) to the Knowledge of the Target and the Stockholder, no actions or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any employer who is participating (or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan that could reasonably be expected to result in a material amount of liability to the Target; (iii) to the Knowledge of the Target and the Stockholder, no facts exist which could give rise to any such action or claim; and (iv) the Plan provides that it may be amended or terminated at any time in accordance with the terms of such Plan and, except for benefits protected under Section 411(d) of the Code or any other applicable law or provision, all benefits payable to current, terminated employees or any beneficiary may be amended or terminated by the Target at any time without a material amount of liability. (k) Neither the Target nor any Member of the Controlled Group has any Plan-related material liability, or, to the Knowledge of the Target or the Stockholder, is threatened with any material liability (whether joint or several) (i) for any excise tax imposed by Section 4971, 4975, 4976, 4977 or 4979 of the Code, or (ii) for a fine under Section 502 of ERISA that in either case could reasonably be expected to result in a material amount of liability to the Target. (l) All the "group health plans" (as defined in Section 3(3607(1) or 733(a)(1) of ERISA or Section 4980B(g)(2) of the Employee Retirement Income Security Act Code) that are part of 1974the Plans listed in the Target Disclosure Schedule are in material compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Sections 601 through 608 of ERISA. (m) Copies of all documents creating or evidencing any Plan listed in the Target Disclosure Schedule, as amended ("ERISA"))and all reports, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or forms and other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or documents required to be maintained or contributed tofiled with any governmental entity (including, by the Companywithout limitation, the Majority Stockholder or any Person thatsummary plan descriptions, together with the CompanyForms 5500 and summary annual reports for all plans subject to ERISA), is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has have been delivered or made available to Parent trueRazorfish. There are no material negotiations, complete and correct copies of each Benefit Plandemands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by any Plan listed in the Target Disclosure Schedule. (bn) Each Benefit Plan has been administered All expenses and liabilities relating to contributions required by law and the terms of the Plans described in the Target Disclosure Schedule have been, and on the Closing Date will be, fully and properly accrued on the Target's books and records and disclosed in accordance with its terms GAAP and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectPlan financial statements. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Section 4.14 of the Disclosure Schedule sets forth contains a complete list of all "employee benefit plans" the Benefit Plans that are maintained and contributed to solely by the Equity Sellers Subs or to which solely the Equity Sellers Subs are a party (as defined in Section 3(3the “Business Benefit Plans”) and a list of all Benefit Plans, other than the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be Business Benefit Plans that are maintained or contributed to, to by the Company, Sellers or to which the Majority Stockholder Sellers are a party (the “Seller Benefit Plans”). Such list also identifies those Business Benefit Plans and those Seller Benefit Plans that are maintained or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code contributed to solely for the benefit of any current or former employeesEmployees who are not resident in the United States (the “Foreign Benefit Plans”). Copies of all documentation relating to such Benefit Plans have been delivered to Purchaser (including copies of written Benefit Plans, officerswritten descriptions of oral Benefit Plans, directors or independent contractors summary plan descriptions, trust agreements, the most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Section 4.14 of the Company or any Subsidiary and Disclosure Schedule: (a) with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. , the Sellers have materially complied with the requirements of all applicable Laws (b) Each including ERISA and the Code), and each Benefit Plan has been maintained and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All terms. Each Benefit Plans Plan intended to be qualified qualify under Section section 401(a) of the Code have been the subject of has received a favorable determination letters letter from the Internal Revenue Service IRS and no event has occurred and no condition or circumstance exists that may be expected to result in the effect that revocation of any such favorable determination letter; (b) no Business Benefit Plans are qualified and exempt from federal income taxes under Plan is: (i) a “defined benefit plan” within the meaning of Section 401(a414(j) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (dii) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined plan described in Section 3(37401(a)(1) of ERISA)., or (iii) a Multiemployer Plan, and none of the Sellers, or the Business Subsidiaries have been required to contribute to any Multiemployer Plan; (ec) No Person no direct, contingent or secondary liability has been incurred or is expected to be incurred by any material liability Business Subsidiary under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer any party with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan or Multiemployer Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (d) except as defined set forth in Section 3(l4.14 of the Disclosure Schedule, no Benefit Plan exists that, as a result of the execution of this Agreement, stockholder approval (if any) of ERISAthis Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could result in (i) no such Benefit Plan provides benefits, including without limitation, death severance pay or medical benefits, beyond any increase in severance pay upon any termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) after the date of the Codethis Agreement, and (ii) each such Benefit Plan (including any such Plan covering retirees accelerate the time of payment or other former employees) may be amended vesting or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment or funding (whether of severance pay through a grantor trust or otherwise), acceleration, forgiveness ) of indebtedness, vesting, distributioncompensation or benefits under, increase in benefits the amount payable or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyother material 1- NY/2171027.

Benefit Plans; ERISA. (ai) The Company Disclosure Schedule sets forth Neither the Companies nor any ERISA Affiliate has ever maintained, contributed to, had an obligation to contribute to, or incurred any liability with respect to, either (A) a complete list multiemployer plan, as such term is defined in sections 3(37) or 4001(a)(3) of all "ERISA or (B) an employee pension benefit plans" plan (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control ) that is or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is was subject to Title IV of ERISA or Section 412 or Section 430 of the Code or Section 302 or Section 303 of ERISA. Neither the Companies nor any ERISA Affiliate has participated in any union-sponsored multiemployer welfare benefit fund maintained pursuant to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA. (ii) Schedule 5.2(h)(ii) sets forth a list of all Company Benefit Plans. With respect to each Company Benefit Plan, Sellers have heretofore made available to the Buyer, as applicable, true, correct and complete copies of each of the following documents: (A) the written documents setting forth the terms of the Company Benefit Plan and all amendments thereto (or if the Company Benefit Plan or any part thereof is not set forth in a written document, a true, correct and complete description thereof); (B) the most recent annual Form 5500 reports filed with the Internal Revenue Service (the “IRS”) or the Department of Labor (the “DOL”); (C) the most recent summary plan description and summaries of material modifications thereto; (D) the trust agreement, group annuity contract or other funding agreement that provides for the funding of the Company Benefit Plan; (E) the most recent financial statement; (F) the most recent opinion letter in respect to any Company Benefit Plan that is intended to qualify under Section 401 of the Code; and (G) any agreement directly relating to a Company Benefit Plan pursuant to which a Company is obligated to indemnify any person. (iii) No Company Benefit Plan provides medical, surgical, hospitalization or life insurance benefits (whether or not insured by a third party) for employees, former employees or any other Person for periods extending beyond their retirements or other terminations of service, other than coverage mandated by section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and state insurance laws; and no Company has made any commitment to provide retiree medical, surgical, hospitalization or life insurance coverage for any current or former employees or other Person (except as required by COBRA or state insurance laws). To the extent applicable, since January 1, 2010, all Company Benefit Plans have been operated in material compliance with COBRA. (iv) Except as set forth Schedule 5.2(h)(iv): (A) since January 1, 2010, each Company Benefit Plan has been maintained, operated and administered in all respects in accordance with its terms and in all material respects in accordance with applicable Laws, including but not limited to ERISA and the Code, and the terms of each Company Benefit Plan comply in all material respects with applicable Law; (B) since January 1, 2010, all material contributions required to be made with respect to any Company Benefit Plan have been timely made; (C) all material premiums required to be paid for each insurance policy funding all or any portion of the benefits under any Company Benefit Plan have been timely paid in full; (D) to the Sellers’ knowledge, since January 1, 2010, no “prohibited transaction,” as such term is a "multiemployer plan" (as defined described in Section 3(374975 of the Code, has occurred with respect to any of the Company Benefit Plans that would subject any Company to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code; (E) each Company Benefit Plan that provides deferred compensation subject to Section 409A of the Code is in material compliance with Section 409A of the Code; (F) since January 1, 2010, no Company has engaged in, and to the Sellers’ knowledge, no other Person has engaged in, any transaction or acted or failed to act in any manner that would subject any Company to any liability for a breach of fiduciary duty under section 409 of ERISA, a civil penalty assessed pursuant to section 502 of ERISA, a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; and (G) there is no Action pending, or to the Seller’s knowledge threatened, relating to, or with respect to, any Company Benefit Plan (other than routine claims for benefits). (ev) No Person has incurred any All material liability under Title IV of ERISA or Section 412 of reports and disclosures relating to the Code during the time such Person was Company Benefit Plans required to be treated as filed with or furnished to a single employer Governmental Authority or plan participants or beneficiaries have been filed or furnished in accordance with the Company under Section 414 of the Code that would have applicable Laws in a Company Material Adverse Effecttimely manner. (fvi) With respect to any Benefit Plan that is an employee welfare benefit plan (Except as defined in Section 3(l) of ERISAset forth on Schedule 5.2(h)(vi), the consummation of the transactions contemplated by this Agreement, either alone or in conjunction with another event (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond as a termination of employment or retirement other than employment), will not (A) coverage mandated by law entitle any current or former employee of the Companies to increased severance pay, or any other increased benefits under a Company Benefit Plan, (B) death accelerate the time of payment or retirement vesting of benefits under a an Company Benefit Plan, or (iii) increase the amount of compensation due any current or former employee of the Companies. (vii) The Operating Company sponsors the Mattress Giant Inc. 401(k) Plan (the “401(k) Plan”). The 401(k) Plan has been determined by the IRS to be qualified under Section section 401(a) of the Code. To the Sellers’ knowledge, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability no facts have occurred that would have a Company Material Adverse Effect. (greasonably be expected to adversely affect the 401(k) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event Plan’s qualified status under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1section 401(a) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit Except as set forth on Schedule 5.2(h)(vii), no Company Benefit Plan that satisfies the application requirements of Section 280G(b)(1section 401(a) of the Code to has incurred a partial termination within the transactions contemplated herebymeaning of section 411(d)(3) of the Code.

Benefit Plans; ERISA. Seller (but not Parent) makes the -------------------- following representations and warranties for the benefit of Purchaser: (a) The Company Section 2.12(a) of the Disclosure Schedule sets forth contains a true ------------------------------------------ and complete list of all each "employee benefit plansplan" (as defined in Section within the meaning of section 3(3) of the Employee Retirement Income Security Act ERISA of 1974, as amended ("ERISA"amended, including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stockstock purchase, stock option, severance, termination payemployment, change in control or change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, arrangements policies or agreements currently maintainedother arrangements, whether or contributed to, not subject to ERISA (including any funding mechanism therefor now in effect or required to be maintained or contributed to, by in the Company, the Majority Stockholder or any Person that, together with the Company, is treated future as a single employer under Section 414 result of the Code for the benefit of transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which any current employee or former employees, officers, directors or independent contractors employee of the Company or any Subsidiary and with respect to which the Company or any Subsidiary Seller has any liability (collectivelypresent or future right to benefits or under which Seller has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Benefit Company Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan.------------- (bi) Each Benefit Company Plan has been established and administered in accordance with its terms terms, and in compliance with the applicable provisions of ERISA, the Code and other applicable lawlaws, except where the failure to so administer or comply would not have a rules and regulations; (ii) each Company Material Adverse Effect. (c) All Benefit Plans Plan which is intended to be qualified under Section within the meaning of Code section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are is so qualified and exempt from federal income taxes under Section 401(ahas received a favorable determination letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) no Company Plan and 501(ano plan sponsored, maintained or contributed by any member of Seller's "Controlled Group" (defined as any ---------------- organization which is a member of a controlled group of organizations within the meaning of Code sections 414(b), respectively(c), of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986(m) or (o)), and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV Section 302 of ERISA or ERISA, Section 412 of the Code or Title IV of ERISA and neither the Company nor any member of its Controlled Group has ever sponsored, maintained or contributed to any plan subject to Section 302 of ERISA, Section 412 of the Code or Title IV of ERISA; and (iv) no Benefit Company Plan is a "multiemployer plan" Multiemployer Plan (as defined in Section 3(37) of ERISA)) and no member of Seller's Controlled Group contributes to or has contributed to a Multiemployer Plan. (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (fc) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA)Company Plan, (i) no such Benefit Plan provides benefitsactions, including without limitation, death suits or medical benefits, beyond termination of employment or retirement claims (other than (Aroutine claims for benefits in the ordinary course) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) are pending or, to the Knowledge of the CodeSeller, threatened, and (ii) each such Benefit Plan (including no facts or circumstances exist that could give rise to any such actions, suits or claims. No Company Plan covering retirees or other former employees) may be amended or terminated without liability exists that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) could result in the triggering payment to any present or imposition former employee of Seller of any restrictions money or limitations on the right other property or accelerate or provide any other rights or benefits to any present or former employee of Seller as a result of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made transaction contemplated by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebythis Agreement.

Benefit Plans; ERISA. (a) The Company All Benefit Plans are listed in Section 2N of the Disclosure Schedule sets forth a complete list Letter, and copies of all "employee benefit documentation relating to such Benefit Plans (including all plan and trust documents, written descriptions of plans" (, actuarial reports and governmental filings and determinations with respect to such Benefit Plans) have been made available to Purchaser. Except as defined disclosed in Section 3(32N of the Disclosure Letter: (i) each Benefit Plan has been maintained, funded and administered in accordance with its terms, and each Benefit Plan and the administration thereof complies, and has at all times complied in all material respects, with the requirements of all applicable Law, including ERISA and the Code; (ii) each Benefit Plan intended to qualify under Section 401(a) of the Employee Retirement Income Security Act Code and each trust that forms a part of 1974any such Benefit Plan either has received a determination letter from the Internal Revenue Service stating that such Benefit Plan qualifies under Section 401(a) of the Code and such trust is tax-exempt under Section 501(a) of the Code or is a prototype plan, as amended and there are no facts or circumstances known to the Company or any Subsidiary that would cause any such Benefit Plan and related trust not to continue to be so qualified and tax-exempt; ("iii) each of the Company, any Subsidiary and any ERISA Affiliate has complied in all material respects with Part 6 of Subtitle B of Title I of ERISA", Section 4980B of the Code, and any similar state Law (“COBRA”)); (iv) none of the Company, bonusany Subsidiary or any ERISA Affiliate currently maintains, pensioncontributes to or has any obligation with respect to or has, profit sharingwithin the past six years, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or had any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and obligation with respect to which the Company any “defined benefit plan” (as defined in Section 3(35) of ERISA) or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "“multiemployer plan" ” (as defined in Section 3(37) of ERISA). ) ; (ev) No Person no material Tax has been incurred any material liability under Title IV of ERISA or Section 412 511 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in or trust or other funding vehicle pursuant thereto); (vi) none of the Company, any Subsidiary or any ERISA Affiliate has any Liability or potential Liability under Title IV of ERISA; (vii) none of the Company, any Subsidiary or any ERISA Affiliate has incurred, or reasonably expects to incur, any material Liability for any Tax imposed under Sections 4971 through 4980B of the Code or civil Liability under Section 3(l502(i) or (l) of ERISA), ; (iviii) no such benefit under any Benefit Plan, including any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (ix) no Benefit Plan provides benefits, including without limitation, health or death or medical benefits, other welfare benefit coverage beyond the termination of employment or retirement other than an employee’s employment, except as required by COBRA; (Ax) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Codeno suit, and (ii) each such Benefit Plan (including any such Plan covering retirees actions or other former employeeslitigation (excluding claims for benefits incurred in the ordinary course of plan activities) may be amended have been brought against or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee Benefit Plan and there are no facts or circumstances known to the Company or any Subsidiary that could reasonably be expected to give rise to any such suit, action or other litigation; (xi) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made as of the Closing Date, and all benefits accrued under any unfunded Benefit Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP as of such date, all of which accruals under unfunded Benefit Plans are as disclosed in Section 2N of the Disclosure Letter, and the Company, each Subsidiary and each ERISA Affiliate have performed all material obligations required to be performed as of the Closing Date under all Benefit Plans; and (xii) for all purposes under applicable Law, including ERISA and the Code, all independent contractors who are, or within the last six years have been, engaged by the Company or any Subsidiary are bona fide independent contractors and not employees of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebySubsidiary.

Benefit Plans; ERISA. (a) The Company Section 2.12(a) of the Disclosure Schedule sets forth a lists all Benefit Plans and other Plans sponsored, maintained, contributed to or required to be contributed to by Seller or any Selling Affiliate for the benefit of any Employee. True and complete list copies of all such Plans (and all summary plan descriptions or other material communications made to employees) have been made available to Purchaser. Neither Seller, nor any Selling Affiliate that is an ERISA Affiliate, has at any time contributed, on behalf of any Affected Employee, to any "employee benefit plansmultiemployer plan", as that term is defined in Section 4001(a)(3) of ERISA. (b) All Benefit Plans, to the extent subject to ERISA, are in substantial compliance with ERISA. Each Qualified Plan has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 3(31 of Revenue Procedure 93-39) and, to the Knowledge of the Employee Retirement Income Security Act of 1974Seller, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change there is no circumstance likely to result in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit revocation of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and such favorable determination letter. All Benefit Plans covering non-U.S. Employees comply in all material respects with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectLaws. (c) All Benefit Plans intended contributions required to be qualified made under Section 401(a) the terms of the Code any Benefit Plan have been timely made or have been reflected on the subject of determination letters from audited financial statements or the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such preliminary financial statements. No Defined Benefit Plan been amended since that is not a "multiemployer plan" has an "accumulated funding deficiency" (whether or not waived) within the date meaning of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA and there is no outstanding funding waiver with respect to any such non-multiemployer plan. Neither Seller nor any Selling Affiliate has provided, or is required to provide, security in connection with any Defined Benefit Plan pursuant to Section 401(a)(29) of the Code. No transactions contemplated by this Agreement will result in Liability on the part of Purchaser or any ERISA Affiliate of Purchaser to the PBGC under Sections 4062, 4063, 4064 or 4069 of ERISA, and no Benefit Plan is a "multiemployer plan" (as defined event or condition exists or has existed which could reasonably be expected to result in Section 3(37) of ERISA). (e) No Person has incurred any such AMENDED ASSET PURCHASE AGREEMENT 37 Liability with respect to Purchaser or such ERISA Affiliate. Seller and Selling Affiliates have no material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer unfunded liabilities with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former covers non-U.S. employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (gd) The execution ofThere is no pending or, and performance to the Knowledge of Seller, threatened litigation relating to the transactions contemplated in, this Agreement will not (either alone Benefit Plans known or upon reasonably expected to have a material adverse effect on the occurrence of Business. Neither Seller nor any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result Selling Affiliate has engaged in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits a transaction with respect to any employee Benefit Plan that, assuming the taxable period of such transaction expired as of the Company date hereof, could subject Seller or any of its Subsidiaries, Selling Affiliate to a tax or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made penalty imposed by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of either Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) 4975 of the Code or Section 502(i) of ERISA in an amount which has or would be reasonably expected to have a material adverse effect on the transactions contemplated herebyBusiness or the Condition of the Business.

Benefit Plans; ERISA. (a) The Company All Benefit Plans are listed in Section 2.14 of the Disclosure Schedule sets forth a complete list Schedule, and copies of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required documentation relating to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available to Parent true, complete and correct Jan Xxxx (xxcluding copies of each written Benefit Plan.Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the two most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Section 2.14 of the Disclosure Schedule: (ba) Each each Benefit Plan has at all times been maintained and administered in all material respects in accordance with its terms and in compliance with the requirements of all applicable provisions of ERISALaw, including ERISA and the Code Code, and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All each Benefit Plans Plan intended to be qualified qualify under Section section 401(a) of the Code have has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the subject Code; (b) no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any Subsidiary under Title IV of determination letters from ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (c) no Benefit Plan is a "defined benefit plan" within the Internal Revenue Service to meaning of section 414(j) of the effect that such Code; (d) no Benefit Plans are qualified and exempt from federal income taxes Plan is a multiemployer plan within the meaning of section 3(37) of ERISA; (e) neither the Company, any Subsidiary nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 401(a) and 501(a), respectively, section 4971 through 4980B of the Code as amended at least through the statutory changes implemented or civil liability under the Tax Reform Act section 502(i) or (l) of 1986ERISA; (f) no benefit under any Benefit Plan, and including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (g) no such determination letter tax has been revoked norincurred under section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto). (h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment; (i) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought or, to the knowledge of the CompanyCompany or any Subsidiary, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter threatened against or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) and there are no such Benefit Plan provides benefits, including without limitation, death facts or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation circumstances known to fund benefits with respect to any employee of the Company or any Subsidiary that could reasonably be expected to give rise to any such suit, action or other litigation; and (j) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of its Subsidiarieswhich accruals under unfunded Benefit Plans are as disclosed in Section 2.14(j) of the Disclosure Schedule, or (ii) result in the triggering or imposition of any restrictions or limitations on the right and each of the Company or Parent to cause any such Benefit Plan and each Subsidiary has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries performed under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, Buyer full and complete and correct copies or descriptions of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms material employment, severance, bonus, change-in-control, profit sharing, compensation, incentive, termination, stock option, stock appreciation right, restricted stock, phantom stock, performance unit, pension, retirement, deferred compensation, welfare or other employee benefit agreement, trust fund or other employee benefit arrangement and in compliance with the applicable provisions of ERISAany union, the Code and other applicable law, except where the failure guild or collective bargaining agreement maintained or contributed to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with contributed to by the Company under Section 414 or any of its United States Subsidiaries for the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee benefit or welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional director, officer, employee or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any former employee of the Company or any of its SubsidiariesUnited States Subsidiaries (such plans and arrangements being collectively the "Benefit Plans"). (b) Except as would not, individually or (ii) result in the triggering or imposition of any restrictions or limitations aggregate, reasonably be expected to have a Material Adverse Effect on the right Company, each Benefit Plan has been administered and is in compliance with the terms of the Company or Parent to cause any such Benefit Plan and all applicable Laws. (c) Each Benefit Plan intended to be amended qualified has received a favorable determination from the IRS and, except as would not, individually or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may the aggregate, reasonably be made by expected to have a Material Adverse Effect on the Company, Parentnothing has occurred since such favorable determination that would adversely affect such qualification. (d) Except as would not, individually or any in the aggregate with all other such "reportable events" and "accumulated funding deficiencies," reasonably be expected to have a Material Adverse Effect on the Company: (i) no "reportable event" (as such term is used in Section 4043 of their respective subsidiaries or affiliates ERISA) (other than those events for which the 30-day notice has been waived pursuant to the regulations) is pending with respect to any Benefit Plan and (ii) no "accumulated funding deficiency" (as such term is used in Section 412 or 4971 of the Code) has occurred during the last five years with respect to any Benefit Plan. (e) No Benefit Plan has been terminated, where such termination has resulted in liability under Title IV of ERISA that, individually or in the aggregate with all other such terminations, would reasonably be expected to have a Material Adverse Effect on the Company. (f) Except as otherwise provided in this Agreement, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of the Company or any of its Subsidiaries under to severance pay, unemployment compensation or any other payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee. (g) There are no pending claims by or on behalf of any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyor by any employee or beneficiary covered under such Benefit Plan or otherwise involving any such Benefit Plan (other than routine claims for benefits).

Benefit Plans; ERISA. (a) The Except for such Plans as would not be reasonably likely to have a Material Adverse Effect on the Company, Part 5.22 of the Company Disclosure Schedule sets forth a complete list of lists (i) all "employee benefit plans" within the meaning of Section 3(3) of ERISA, (ii) all employment agreements, including any individual benefit arrangement, policy or practice with respect to any current or former employee or director of the Company or Member of the Controlled Group or any of their dependents, and (iii) all other employee benefit, bonus or other incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, which the Company or any Member of the Controlled Group maintains, contributes to or has any obligation to or liability for (collectively, the "Plans"). (b) None of the Plans is a Defined Benefit Plan, and neither the Company nor any Member of the Controlled Group has ever sponsored, maintained or contributed to, or ever been obligated to contribute to, a Defined Benefit Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (c) None of the Plans is a Multiemployer Plan, and neither the Company nor any Member of the Controlled Group has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan that could reasonably be expected to result in a material amount of liability under Title IV of ERISA. (d) The Company does not maintain or contribute to any welfare benefit plan that provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (e) Each Plan that is an "employee benefit plan," as defined in Section 3(3) of ERISA, complies by its terms and in operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable to the Plan, including ERISA and the Code, except where the failure to comply would not be reasonably likely to have a Material Adverse Effect on the Company. (f) All reports, forms and other documents required to be filed with any government entity with respect to any Plan (including summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and are accurate, except where the failure to file timely or where an inaccuracy would not be reasonably likely to have a Material Adverse Effect on the Company. (g) Each Plan intended to qualify under Section 401(a) of the Code is the subject of a favorable determination letter issued by the Internal Revenue Service or, in the case of a prototype Plan, a favorable opinion letter issued by the Internal Revenue Service with respect to the prototype Plan upon which the Company may rely. To the Company's Knowledge, nothing has occurred since the date of the Internal Revenue Service's favorable determination letter that could adversely affect the qualification of the Plan and its related trust, except for such occurrences, either individually or in the aggregate, that would not be reasonably likely to have a Material Adverse Effect on the Company. (h) All contributions owed for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) under any Plan have been or will be made prior to the Closing Date by the Company in accordance with past practice and the recommended contribution in any applicable actuarial report, except where the failure to make such payments would not be reasonably likely to have a Material Adverse Effect on the Company. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing Date, except where the failure to make such payments would not be reasonably likely to have a Material Adverse Effect on the Company. (j) With respect to each Plan: (i) no prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which an exemption is not available that could reasonably be expected to result in a material amount of liability to the Company; (ii) to the Knowledge of the Company, no actions or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, or, to the Knowledge of the Company, threatened or imminent against or with respect to the Plan, any employer who is participating (or who has participated) in the Plan or any fiduciary (as defined in Section 3(21) of ERISA) of the Plan that could reasonably be expected to result in a material amount of liability to the Company; (iii) to the Knowledge of the Company, no facts exist which could give rise to any such action or claim; and (iv) the Plan provides that it may be amended or terminated at any time. (k) Neither the Company nor any Member of the Controlled Group has any Plan-related liability or is threatened with any liability (whether joint or several) (i) for any excise tax imposed by Section 4971, 4975, 4976, 4977 or 4979 of the Code, or (ii) for a fine under Section 502 of ERISA that could reasonably be expected to result in a material amount of liability to the Company. (l) All the "group health plans" (as defined in Section 3(3607(1) or 733(a)(1) of ERISA or Section 4980B(g)(2) of the Employee Retirement Income Security Act Code) that are part of 1974the Plans listed in the Company Disclosure Schedule are in material compliance with the continuation of group health coverage provisions contained in Section 4980B of the Code and Sections 601 through 608 of ERISA. (m) Copies of all documents creating or evidencing any Plan listed in the Company Disclosure Schedule, as amended ("ERISA"))and all reports, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or forms and other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or documents required to be maintained or contributed tofiled with any governmental entity (including summary plan descriptions, by the CompanyForms 5500 and summary annual reports for all plans subject to ERISA), the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has have been delivered or made available to Parent truePurchaser. There are no negotiations, complete and correct copies of each Benefit Plandemands or proposals that are pending or have been made which concern matters now covered, or that would be covered, by any Plan listed in the Company Disclosure Schedule. (bn) Each Benefit Plan has been administered All expenses and liabilities relating to contributions required by law and the terms of the Plans described in the Company Disclosure Schedule have been, and on the Closing Date will be, fully and properly accrued on the Company's books and records and disclosed in accordance with its terms GAAP and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectPlan financial statements. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a 4.8 lists all material Benefit Plans. True and complete list copies of all "such Benefit Plan documents, amendments and summary plan descriptions will have been made available to Buyer within four (4) days after the date of this Agreement. With respect to the Classified Plan, Seller has provided or will provide to Buyer true and complete copies of the following documents: (i) all documents embodying or governing the Classified Plan and any funding medium for such plan (including, without limitation, trust agreements) as they may have been amended to the date hereof, (ii) the IRS determination letter, (iii) the most recently filed Form 5500, with all applicable schedules and accountants’ opinions attached thereto and (iv) the summary plan description for such plan (or other descriptions of such plan provided to employees) and all modifications thereto. (b) Except as set forth on Schedule 4.8. no liability under Title IV or Section 302 of ERISA has been incurred by HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company that has not been satisfied in full, and no condition exists that presents a material risk to HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company of incurring any such liability, other than liability for premiums due to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). Insofar as the representation made in this Section 4.8 applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made with respect to any employee benefit plans" plan, program, agreement or arrangement subject to Title IV of ERISA to which HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company made, or was required to make, contributions during the five (5)-year period ending on the last day of the most recent plan year ended prior to earlier of the Regulatory Acceptance Closing Date or the Closing Date. (c) The Classified Plan is not a “multiemployer plan” as defined in Section 3(37) of ERISA. Prior to the Closing Date all required contributions to the Classified Plan will be made. The Classified Plan has not incurred an accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code. With respect to the Classified Plan there have been no “reportable events,” within the meaning of ERISA Section 4043, or the regulations thereunder, for which the notice requirement is not waived under 29 C.F.R. Part 4043. The Classified Plan is not presently under audit or examination (nor has notice been received of a potential audit or examination) by the Internal Revenue Service, the Department of Labor, or any other governmental agency or entity, and no matters are pending under the IRS Employee Plans Compliance Resolution System, the IRS closing agreement program, or other similar program. (d) Except as expressly provided in this Agreement, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of HGC Holdings or the Company or any ERISA Affiliate of HGC Holdings or the Company to severance pay, unemployment compensation or any other payment or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. (e) There has been no material failure of any of the Benefit Plans that is a group health plan (as defined in Section 3(35000(b)(1) of the Employee Retirement Income Security Act Code) to meet the requirements of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 4980B(f) of the Code with respect to a qualified beneficiary (as defined in Section 4980B(g) of the Code). Neither HGC Holdings nor the Company nor any ERISA Affiliate of HGC Holdings or the Company has contributed to a nonconforming group health plan (as defined in Section 5000(c) of the Code) and no ERISA Affiliate of Seller has incurred a tax under Section 5000(e) of the Code that is or could become a liability of Buyer or HGC Holdings and the Company. (f) To the Knowledge of Seller and each Seller Subsidiary, the Classified Plan has been maintained, funded and administered substantially in accordance with the terms of such plan and substantially complies in form and in operation with the applicable requirements of ERISA and the Code. To the Knowledge of Seller and each Seller Subsidiary, the Classified Plan is qualified under Section 401(a) of the Code. (g) Prior to the Closing Date, full payment will be made of all amounts that HGC Holdings and the Company are required to have paid as premiums or contributions, pursuant to the Hawaii Teamsters Health and Welfare Trust for all periods prior to Closing. (h) There are no pending, or to the benefit Knowledge of Seller or any Seller Subsidiary, threatened claims by or on behalf of any current Benefit Plans, by any employee or former employeesbeneficiary covered under any such Benefit Plans, officers, directors or independent contractors otherwise involving any such Benefit Plans (other than routine claims for benefits). (i) The 401K Plan of the Company and The Classified Plan are the only Employee Plans of HGC Holdings or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans which are intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationCode. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee of the Company or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated hereby.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(35.13(a) of the Employee Retirement Income Security Act Disclosure Schedule (i) contains a true and complete list and description of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 each of the Code for the benefit of any current or former employeesBenefit Plans, officers, directors or independent contractors (ii) identifies each of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan.Plans that is (b) Each Benefit Plan has been administered in accordance with its terms and in compliance with The Company does not maintain nor is it obligated to provide benefits under any life, medical or health plan (other than as an incidental benefit under a Qualified Plan) which provides benefits to retirees or other terminated employees other than benefit continuation rights under the applicable provisions Consolidated Omnibus Budget Reconciliation of ERISA1985, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effectas amended. (c) All Benefit Plans intended to be qualified under Except as set forth in Section 401(a5.13(c) of the Code have been Disclosure Schedule, each Benefit Plan covers only employees who are employed by the subject of determination letters from Company (or former employees or beneficiaries with respect to service with the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(aCompany), respectively, so that the transactions contemplated by this Agreement will require no spin-off of the Code as amended at least through the statutory changes implemented under the Tax Reform Act assets and liabilities or other division or transfer of 1986, and no such determination letter has been revoked nor, rights with respect to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualificationplan. (d) No Benefit Plan is subject to Title IV Neither the Company, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA or Section 412 of the Code and no Benefit Plan is a has at any time contributed to any "multiemployer plan" (", as that term is defined in Section 3(37) 4001 of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 To the Knowledge of the Code during Shareholders, each of the time such Person was required to be treated as a single employer with Benefit Plans is, and its administration is and has been since inception, in all material respects in compliance with, and the Company under Section 414 of the Code has not received any claim or notice that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefitsis not in compliance with, all applicable Laws and Orders and prohibited transactions exemptions, including without limitationthe requirements of ERISA, death or medical benefitsthe Code, beyond termination the Age Discrimination in Employment Act, the Equal Pay Act and Title VII of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit the Civil Rights Act of 1964. To the Knowledge of the Shareholders, each Qualified Plan is qualified under Section 401(a) of the Code, and, if applicable, complies with the requirements of Section 401(k) of the Code. To the Knowledge of the Shareholders, each Benefit Plan which is intended to provide for the deferral of income, the reduction of salary or other compensation or to afford other Tax benefits complies with the requirements of the applicable provisions of the Code or other Laws required in order to provide such Tax benefits. (f) The Company is not in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract. All contributions and (ii) each other payments required to be made by the Shareholders or the Company to any Benefit Plan with respect to any period ending before or at or including the Closing Date have been made or reserves adequate for such contributions or other payments have been or will be set aside therefor and have been or will be reflected in financial statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan (including any and their beneficiaries in accordance with the terms of such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse EffectBenefit Plan. (g) The execution ofNo event has occurred, and performance there exists no condition or set of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under circumstances in connection with any Benefit Plan that will Plan, under which the Company, directly or may result in indirectly (through any payment (whether of severance pay indemnification agreement or otherwise), accelerationcould reasonably be expected to be subject to any risk of material liability under Section 409 of ERISA, forgiveness Section 502(i) of indebtednessERISA, vestingTitle IV of ERISA or Section 4975 of the Code. (h) No transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), distribution4062, increase in benefits 4063, 4064 or obligation to fund benefits 4069 of ERISA, or otherwise, with respect to any employee of the Company or any of its Subsidiariescorporation or organization controlling, controlled by or (ii) result in the triggering or imposition of any restrictions or limitations on the right of under common control with the Company within the meaning of Section 4001 of ERISA, and no event or Parent condition exists or has existed which could reasonably be expected to cause any such Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates such liability with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection with the Offer and the Merger will be characterized as an such corporation or organization. No "excess parachute payment,reportable event" within the meaning of Section 280G(b)(14043 of ERISA has occurred with respect to any Defined Benefit Plan. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Subject Defined Benefit Plan. No Subject Defined Benefit Plan has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, or withdrawal from, any Benefit Plan which is a Pension Benefit Plan. (i) No benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested, funded or payable by reason of any transaction contemplated under this Agreement. (j) To the Knowledge of the Code. The parties hereby agree Shareholders, there are no pending or threatened claims by or on behalf of any Benefit Plan, by any Person covered thereby, or otherwise, which allege violations of Law which could reasonably be expected to use their commercially reasonable efforts to limit result in liability on the application part of Section 280G(b)(1) of Parent, Merger Sub, the Code to the transactions contemplated hereby.Company or any

Benefit Plans; ERISA. (ab) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) None of the Employee Retirement Income Security Act of 1974Plans is a Defined Benefit Plan, as amended ("ERISA"))and neither the Company nor any ERISA Affiliate has ever sponsored, bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, maintained or contributed to, or required ever been obligated to be maintained or contributed contribute to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Defined Benefit Plan. (bc) None of the Plans is a Multiemployer Plan, and neither the Company nor any ERISA Affiliate has ever contributed to, or ever been obligated to contribute to, a Multiemployer Plan. (d) The Company does not maintain or contribute to any welfare benefit plan that provides health benefits to an employee after the employee's termination of employment or retirement except as required under Section 4980B of the Code and Sections 601 through 608 of ERISA. (e) Each Plan that is an Employee Benefit Plan has been administered in accordance with complies by its terms and in compliance operation with the requirements provided by any and all statutes, orders or governmental rules or regulations currently in effect and applicable provisions of ERISAto the Plan, including but not limited to ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse EffectCode. (cf) All Benefit Plans reports, forms and other documents required to be filed with any Governmental Body with respect to any Plan (including without limitation, summary plan descriptions, Forms 5500 and summary annual reports) have been timely filed and are accurate. (g) Each Plan intended to be qualified qualify under Section 401(a) of the Code have been is the subject of a favorable determination letters from letter issued by the Internal Revenue Service to that provides that it so qualifies through the effect last day of the "TRA 86 Remedial Amendment Period," as such term is defined in Section 3.02 of Revenue Procedure 96-55 issued by the Internal Revenue Service and that such Benefit Plans are qualified and its related trust is exempt from federal income taxes taxation under Section 401(a) and 501(a), respectively, 501 of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter Code. Nothing has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended occurred since the date of its most recent the Internal Revenue Service's favorable determination letter or application therefor in any respect that would could adversely affect the qualification of such Plan or the tax exempt status of its qualificationrelated trust. (dh) No Benefit Plan is subject All contributions for all periods ending prior to Title IV of ERISA or Section 412 the Closing (including periods from the first day of the Code and current plan year to the Closing) have been made prior to the Closing by the Company or the applicable ERISA Affiliate. (i) All insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Plans for plan years ending on or before the Closing. (j) With respect to each Plan: (i) no Benefit Plan is a "multiemployer plan" prohibited transactions (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV 406 or 407 of ERISA or Section 412 4975 of the Code during the time such Person was required to be treated as Code) have occurred for which a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect.statutory exemption is not available; (fii) With no action or claims (other than routine claims for benefits made in the ordinary course of Plan administration for which Plan administrative review procedures have not been exhausted) are pending, threatened or imminent against or with respect to the Plan, any Benefit employer who is participating (or who has participated) in any Plan that is an employee welfare benefit plan or any fiduciary (as defined in Section 3(l3(21) of ERISA)) of the Plan; (iii) neither the Company nor any fiduciary has any Knowledge of any facts which could give rise to any such action or claim; and (iv) it provides that it may be amended or terminated at any time and, (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement except for benefits under a Benefit Plan qualified protected under Section 401(a411(d) of the Code, and (ii) each such Benefit Plan (including all benefits payable to current, terminated employees or any such Plan covering retirees or other former employees) beneficiary may be amended or terminated by the Company at any time without liability that would have a Company Material Adverse Effectliability. (gk) The execution of, and performance of Neither the transactions contemplated in, this Agreement will not Company nor any ERISA Affiliate has any liability or is threatened with any liability (either alone whether joint or upon the occurrence of any additional or subsequent eventsseveral) (i) constitute an event under for any Benefit Plan that will excise tax imposed by Sections 4971, 4975, 4976, 4977 or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee 4979 of the Company or any of its SubsidiariesCode, or (ii) result to a fine under Section 502 of ERISA. (l) All of the Plans listed in the triggering or imposition of any restrictions or limitations on Target Disclosure Schedule, to the right of the Company or Parent to cause any such Benefit Plan to be amended or terminated (or which would result extent applicable, are in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries under any Benefit Plan in connection compliance with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning continuation of group health coverage provisions contained in Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) 4980B of the Code and Sections 601 through 608 of ERISA. (m) True, correct and complete copies of all documents creating or evidencing any Plan listed in the Target Disclosure Schedule have been made available to Acquiror, and true, correct and complete copies of all reports, forms and other documents required to be filed with any Governmental Body (including, without limitation, summary plan descriptions, Forms 5500 and summary annual reports for all plans subject to ERISA) have been made available to Acquiror. There are no negotiations, demands or proposals which are pending or have been made which concern matters now covered, or that would be covered, by the transactions contemplated herebytype of agreements listed in the Target Disclosure Schedule. (n) All expenses and liabilities relating to all of the Plans described in the Target Disclosure Schedule have been, and will on the Closing be fully and properly accrued on the Company's books and records and disclosed in accordance with generally accepted accounting principles and in Plan financial statements.

Benefit Plans; ERISA. (a) The Company Disclosure Schedule sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors All Benefit Plans of the Company or any Subsidiary are listed in Section 3.17 of the Disclosure Schedule, and with respect copies of all documentation relating to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available by the Company to Parent true, complete and correct copies the Purchaser. Except as disclosed in Section 3.17 of the Disclosure Schedule: (a) each Benefit Plan. (b) Each Benefit Plan and the administration thereof complies, and has been administered at all times complied, in accordance with its terms and in compliance all material respects with the requirements of all applicable provisions of ERISALaw, including ERISA and the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All each Benefit Plans Plan intended to be qualified qualify under Section section 401(a) of the Code have has at all times since its adoption been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986so qualified, and no such determination letter has been revoked nor, to the knowledge each trust which forms a part of the Company, has revocation been threatened, nor has any such Benefit Plan plan has at all times since its adoption been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability tax-exempt under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) no such Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(asection 501(a) of the Code, and there are no facts which may impact adversely such qualification or tax-exempt status; (iib) each such the Company is not now, and at no time have been, a member of a controlled group, as defined in Section 412(n)(6)(B) of the Code, with any other enterprise, and there exists no ERISA Affiliates of the Company; (c) the Company does not presently maintain or contribute to, and at no time has maintained or contributed to, any single-employer plan (within the meaning of section 4001(a)(15) of ERISA) or any multiemployer plan (within the meaning of section 4001(a)(3) of ERISA), and neither Seller nor Principal could have liability to any Person under Title IV of ERISA; (d) the Company has not incurred any liability for any tax imposed under section 4971 through 4980B of the Code or civil liability under section 502(i) or (l) of ERISA. (e) no benefit under any Benefit Plan, including, without limitation, any severance or parachute payment plan, program or agreement, will be established or become accelerated, vested or payable by reason of the transactions contemplated under this Agreement; (f) no Benefit Plan (including any such Plan covering retirees provides health or other former employees) may be amended death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or terminated without liability that would have a Company Material Adverse Effect.section 4980B of the Code; (g) The execution ofno suit, and performance actions or other litigation (excluding claims for benefits incurred in the ordinary course of the transactions contemplated in, this Agreement will not (either alone plan activities) have been brought against or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee Benefit Plan; and (h) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made as of the Company date hereof, and all benefits accrued under any unfunded Benefit Plan will have been paid, accrued or any otherwise adequately reserved in accordance with GAAP as of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of such date and the Company or Parent to cause any such Benefit Plan will have performed by the date hereof all obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any performed as of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries such date under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.

Benefit Plans; ERISA. (ab) The Company Disclosure Schedule sets forth No transaction contemplated by this Agreement will require a complete list spin-off of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control assets and liabilities or other material employee benefit plans, programs, arrangements division or agreements currently maintained, or contributed to, or required to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 transfer of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and rights with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). The Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan. (bc) Each Benefit Plan Neither Seller, any ERISA Affiliate nor any other corporation or organization controlled by or under common control with any of the foregoing within the meaning of Section 4001 of ERISA has been administered at any time contributed to, on behalf of any Employee, any "multiemployer plan", as that term is defined in accordance with its terms and in compliance with the applicable provisions Section 4001 of ERISA, the Code and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All Benefit Plans intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code as amended at least through the statutory changes implemented under the Tax Reform Act of 1986, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification. (d) No All contributions and other payments required to be made by Seller to any Benefit Plan is for or on behalf of any Employee of the Business with respect to any period ending before or at or including the Closing Date have been made or reserves have been or will be reflected in Financial Statements in accordance with GAAP. There are no material outstanding liabilities of any Benefit Plan other than liabilities for benefits to be paid to participants in such Benefit Plan and their beneficiaries in accordance with the terms of such Benefit Plan. (e) No event has occurred, and there exists no condition or set of circumstances in connection with any Benefit Plan, under which Seller, directly or indirectly (through any indemnification agreement or otherwise), could reasonably be expected to be subject to any risk of material liability under Section 409 of ERISA, Section 502(i) of ERISA, Title IV of ERISA or Section 412 4975 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse EffectCode. (f) With No transaction contemplated by this Agreement will result in liability to the PBGC under Section 302(c)(ii), 4062, 4063, 4064 or 4069 of ERISA, or otherwise, with respect to the Buyer or any corporation or organization controlled by or under common control with Buyer within the meaning of Section 4001 of ERISA, and no event or condition exists or has existed which could reasonably be expected to result in any such liability with respect to Buyer or any such corporation or organization. No "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Defined Benefit Plans. No termination re-establishment or spin-off re-establishment transaction has occurred with respect to any Defined Benefit Plan. No Defined Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA)has incurred any accumulated funding deficiency whether or not waived. No filing has been made and no proceeding has been commenced for the complete or partial termination of, (i) no such or withdrawal from, any Benefit Plan provides benefits, including without limitation, death or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under which is a Defined Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse EffectPlan. (g) The execution of, and performance fair market value of the transactions contemplated inassets of each Defined Benefit Plan, as determined as of the last day of the plan year of such plan which coincides with or first precedes the date of this Agreement will Agreement, was not less than the present value of the projected benefit obligations under such plan at such date as established on the basis of the actuarial assumptions applicable under such Defined Benefit Plan at said date and, to the Knowledge of Seller, there have been no material changes in such values since said date. (either alone or upon h) Complete and correct copies of the occurrence following documents have been furnished to Buyer prior to the execution of any additional or subsequent events) this Agreement: (i) constitute an event under the Benefit Plans and any predecessor plans referred to therein, any related trust agreements, and service provider agreements, insurance contracts or agreements with investment managers, including, all amendments thereto; (ii) current summary Plan descriptions of each Benefit Plan that will or may result in subject to ERISA, and any payment similar descriptions of all other Benefit Plans; (whether iii) the most recent Form 5500 and Schedules thereto for each Benefit Plan subject to ERISA reporting requirements; (iv) the most recent determination of severance pay or otherwise), acceleration, forgiveness the IRS with respect to the qualified status of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits each Qualified Plan; (v) the most recent accountings with respect to any employee Benefit Plan funded through a trust; (vi) the most recent actuarial report of the Company qualified actuary of any Defined Benefit Plan or any of its Subsidiaries, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Parent to cause any such other Benefit Plan to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to which actuarial valuations are conducted; and (vii) all qualified domestic relations orders or other orders governing payments from any employee Benefit Plan. (i) Seller will comply with the requirements of the Company or any applicable health care continuation and notice provisions of its Subsidiaries under any Benefit Plan in connection with the Offer Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the Merger will be characterized as an "excess parachute payment," within regulations (including proposed regulations) thereunder, and the meaning of Section 280G(b)(1) applicable requirements of the Code. The parties hereby agree Health Insurance Portability and Accountability Act of 1996, as amended and the regulations thereunder, with respect to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyeach Transferred Employee.

Benefit Plans; ERISA. (a) The Company All Benefit Plans are listed in Section 2.14 of the Disclosure Schedule sets forth a complete list Schedule, and copies of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs, arrangements or agreements currently maintained, or contributed to, or required documentation relating to be maintained or contributed to, by the Company, the Majority Stockholder or any Person that, together with the Company, is treated as a single employer under Section 414 of the Code for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "such Benefit Plans"). The Company has Plans have been delivered or made available to Parent true, complete and correct Purchaser (including copies of each written Benefit Plan.Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the two most recent annual returns, employee communications, and IRS determination letters). Except as disclosed in Section 2.14 of the Disclosure Schedule: (ba) Each each Benefit Plan has at all times been maintained and administered in all material respects in accordance with its terms and in compliance with the requirements of all applicable provisions of ERISALaw, including ERISA and the Code Code, and other applicable law, except where the failure to so administer or comply would not have a Company Material Adverse Effect. (c) All each Benefit Plans Plan intended to be qualified qualify under Section section 401(a) of the Code have has at all times since its adoption been so qualified, and each trust which forms a part of any such plan has at all times since its adoption been tax-exempt under section 501(a) of the subject Code; (b) no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company or any Subsidiary under Title IV of determination letters from ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA Affiliate; (c) no Benefit Plan is a "defined benefit plan" within the Internal Revenue Service to meaning of section 414(j) of the effect that such Code; (d) no Benefit Plans are qualified and exempt from federal income taxes Plan is a multiemployer plan within the meaning of section 3(37) of ERISA; (e) neither the Company, any Subsidiary nor any ERISA Affiliate has incurred any liability for any tax imposed under Section 401(a) and 501(a), respectively, section 4971 through 4980B of the Code as amended at least through the statutory changes implemented or civil liability under the Tax Reform Act section 502(i) or (l) of 1986ERISA; (f) no benefit under any Benefit Plan, and including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; (g) no such determination letter tax has been revoked norincurred under section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto). (h) no Benefit Plan provides health or death benefit coverage beyond the termination of an employee's employment, except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any State laws requiring continuation of benefits coverage following termination of employment; (i) no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought or, to the knowledge of the CompanyCompany or any Subsidiary, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter threatened against or application therefor in any respect that would adversely affect its qualification. (d) No Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code and no Benefit Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (e) No Person has incurred any material liability under Title IV of ERISA or Section 412 of the Code during the time such Person was required to be treated as a single employer with the Company under Section 414 of the Code that would have a Company Material Adverse Effect. (f) With respect to any Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(l) of ERISA), (i) and there are no such Benefit Plan provides benefits, including without limitation, death facts or medical benefits, beyond termination of employment or retirement other than (A) coverage mandated by law or (B) death or retirement benefits under a Benefit Plan qualified under Section 401(a) of the Code, and (ii) each such Benefit Plan (including any such Plan covering retirees or other former employees) may be amended or terminated without liability that would have a Company Material Adverse Effect. (g) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Benefit Plan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation circumstances known to fund benefits with respect to any employee of the Company or any Subsidiary that could reasonably be expected to give rise to any such suit, action or other litigation; and (j) all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made, and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved in accordance with GAAP, all of its Subsidiarieswhich accruals under unfunded Benefit Plans are as disclosed in Section 2.14(j) of the Disclosure Schedule, or (ii) result in the triggering or imposition of any restrictions or limitations on the right and each of the Company or Parent to cause any such Benefit Plan and each Subsidiary has performed all material obligations required to be amended or terminated (or which would result in any materially adverse consequence for so doing). No payment or benefit that will or may be made by the Company, Parent, or any of their respective subsidiaries or affiliates with respect to any employee of the Company or any of its Subsidiaries performed under any all Benefit Plan in connection with the Offer and the Merger will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code. The parties hereby agree to use their commercially reasonable efforts to limit the application of Section 280G(b)(1) of the Code to the transactions contemplated herebyPlans.