Common use of Employee Agreements and Benefits Clause in Contracts

Employee Agreements and Benefits. (a) Except as set forth on the Disclosure Schedule 1.4, no employee of the Company is a party to, participant in, or bound by, any collective bargaining agreement, union contract or employment, bonus, deferred compensation, insurance, pension, profit sharing, or other personnel arrangement, any employee termination or severance arrangements, and the employment by the Company of any person (whether or not there is a written employment contract) can be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation pay. (b) The Company does not contribute to any multi-employer pension plan, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Company is not subject to any claims, whether fixed or contingent, for withdrawal liability relating to any such multi-employer plan. (c) The Company has complied with all laws relating to the employment of labor with respect to its employees, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has asserted that the Company is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) The employee pension benefit plans and welfare benefit plans listed in the Disclosure Schedule (collectively, the "Plans"), constitute all such Plans in which any employees of the Company participate and have been operated in all material respects in compliance with the Code and with ERISA since ERISA became applicable with respect thereto. The Company shall make available to Acquiring Corporation true and correct copies of all such Plans, trust agreements with respect to such Plans, all determination letters with respect thereto, insurance contracts, administrative servicing agreements and other agreements relating to the Plans and the most recent annual reports filed with the United States Department of Labor and/or the Internal Revenue Service by the Company with respect thereto. None of the Plans nor any of their respective related trusts have been terminated, and there has been no "reportable event", as that term is defined in Section 4043 of ERISA, required to be reported since the effective date of ERISA which has not been reported, and none of such Plans nor their respective related trusts have incurred any "accumulated funding deficiency", as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of ERISA. The Plans are the only employee benefit plans covering employees of the Company.

Employee Agreements and Benefits. (a) Except as for those matters set forth on in Section 4.12 of the Disclosure Schedule 1.4Schedule, no (i) each "employee of the Company is a party to, participant in, or bound by, any collective bargaining agreement, union contract or employment, bonus, deferred compensation, insurance, pension, profit sharing, or other personnel arrangement, any employee termination or severance arrangements, and the employment by the Company of any person benefit plan" (whether or not there is a written employment contract) can be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation pay. (b) The Company does not contribute to any multi-employer pension plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and the Company is all other employee benefit, bonus, incentive, stock option (or other equity- based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or any claims, whether fixed of its Subsidiaries or contingent, for withdrawal liability relating to by any entity that would be deemed a member of a controlled group of corporations with the Company under Section 414(b) of the Code or a trade or business under common control with the Company under Section 414(c) of the Code (any such multi-employer plan. (c) The Company has complied with all laws relating to the employment of labor with respect to its employeesentity, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has asserted that the Company is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) The employee pension benefit plans and welfare benefit plans listed in the Disclosure Schedule (collectively, the an "PlansERISA AFFILIATE"), constitute all such Plans in which for the benefit of any employees employee or former employee of the Company, any Subsidiary of the Company participate or any ERISA Affiliate (the "PLANS") is, and have been has been, operated in all material respects in accordance with its terms and in substantial compliance (including the making of governmental filings) with all applicable Laws, including ERISA and applicable provisions of the Code; (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service (the "IRS") in a written determination letter to be so qualified, and with to the knowledge of the Company, none of said determinations has been revoked by the IRS, nor has the IRS given any indication to the Company, any Subsidiary of the Company or any ERISA since Affiliate that it intends to revoke any such determination, nor has any such Plan been operated in a manner that could reasonably be expected to cause the Plan to lose its tax-qualified status; (iii) neither the Company, nor any Subsidiary of the Company nor any ERISA became applicable with respect Affiliate contributes or is obligated to contribute, or at any time within the last six years contributed or was obligated to contribute, to any "multiemployer plan" (as defined in Section 3(37) of ERISA); and (iv) there are no pending or, to the knowledge of the executive officers of the Company (including, but not limited to, the vice president for human resources of the Company), threatened claims by, on behalf of or against any of the Plans or any trusts related thereto. The , other than routine claims for benefits. (b) Neither the Company, nor any Subsidiary of the Company shall make available nor any ERISA Affiliate sponsors, maintains or contributes to, or at any time within the past six years has sponsored, maintained or been obligated to Acquiring Corporation true contribute to, any Plan subject to Title IV of ERISA. (c) Except as set forth in Section 4.12 of the Disclosure Schedule, the Company has provided to Purchaser (i) a copy of the plan document and correct copies summary description for each Plan and of all such Plansany related insurance contracts, insurance policies and trust agreements agreements, and (ii) with respect to such Planseach Plan that is subject to ERISA, all determination letters with respect thereto, insurance contracts, administrative servicing agreements and other agreements relating to the Plans and a copy of the most recent annual reports report (Form 5500 series) filed with for such Plan. (d) Neither the United States Department Company, nor any Subsidiary of Labor and/or the Internal Revenue Service by the Company with respect thereto. None of the Plans nor any ERISA Affiliate has failed to make any contribution or payment to any Plan which has resulted or could result in the imposition of their respective related trusts have been terminated, and there has been no "reportable event", a material Lien (as that term is defined in Section 4043 4.15) or the posting of ERISAa material bond or other material security under ERISA or the Code. (f) Section 4.12 of the Disclosure Schedule lists any employment, required material consulting, bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, or other employee benefit arrangements, trusts, plans, funds, or other arrangements for the benefit or welfare of any director, officer, or employee of the Company or any of its Subsidiaries, copies of which have been delivered to be reported since Parent. (g) Except as set forth in Section 4.12 of the effective date of ERISA which has not been reportedDisclosure Schedule, and none of such Plans nor their respective related trusts have incurred any "accumulated funding deficiency", as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of ERISA. The Plans are the only employee benefit plans covering employees of the CompanyCompany or any of its Subsidiaries has been or currently is represented by an "employee organization" within the meaning of Section 3(4) of ERISA.

Employee Agreements and Benefits. (a) Section 3.10 of the Disclosure Schedule contains a true, complete and correct list of the names of each employee and consultant of the Company and (i) the current annual rate of regular compensation and (ii) all bonuses or anticipated bonuses paid or payable by the Company not otherwise described in item (b) below (including payments which are not reflected on the records of the Company to each such employee and consultant), exclusive of employees or consultants that in an individual case were paid $10,000 or less in the preceding twelve months. Except as set forth on in Section 3.10 of the Disclosure Schedule 1.4Schedule, no employee employment of all employees of the Company and its Subsidiaries is a party to, participant in, or bound by, terminable at will by such employer without any collective bargaining agreement, union contract or employment, bonus, deferred compensation, insurance, pension, profit sharing, or other personnel arrangement, any employee termination penalty or severance arrangements, and the employment by the Company of any person (whether or not there is a written employment contract) can be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation payobligation. (b) The Section 3.10 of the Disclosure Schedule lists any and all employment, bonus, profit sharing, compensation, severance, termination, stock option, pension, retirement, deferred compensation, vacation, insurance, material consulting or other employee benefit arrangements, trusts, plans, funds, or other arrangements, in each case as currently in effect, for the benefit or welfare of any current, former or retired director, officer, or employee of the Company does or any of its Subsidiaries (each an "EMPLOYEE BENEFIT PLAN" and collectively "EMPLOYEE BENEFIT PLANS"), true, correct and complete copies of which have been delivered to Parent. (c) In connection with any of the Employee Benefit Plans listed in Section 3.10 of the Disclosure Schedule, there have not contribute to been any multi-employer pension plan, as defined in "prohibited transactions" within the meaning of Section 406(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or "reportable events" within the meaning of Section 4043(b) of ERISA. All reports and the Company is not subject to any claims, whether fixed or contingent, for withdrawal liability relating to any such multi-employer plan. (c) The Company has complied with all laws relating to the employment of labor filings required with respect to its employees, including any provisions thereof relating such Employee Benefit Plans pursuant to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has asserted that the Company is liable for any arrears of wages state or any taxes or penalties for failure to comply with any of the foregoingfederal Law have been timely filed. (d) The employee pension benefit plans and welfare benefit plans Except as listed in Section 3.10 of the Disclosure Schedule (collectivelySchedule, the "Plans"Company does not and never has sponsored a defined benefit plan within the meaning of Section 3(35), constitute all such Plans in which any employees of the Company participate and have been operated in all material respects in compliance with the Code and with ERISA since ERISA became applicable with respect thereto. The Company shall make available to Acquiring Corporation true and correct copies of all such Plans, trust agreements with respect to such Plans, all determination letters with respect thereto, insurance contracts, administrative servicing agreements and other agreements relating to the Plans and the most recent annual reports filed with the United States Department of Labor and/or the Internal Revenue Service by the Company with respect thereto. None of the Plans nor any of their respective related trusts have been terminated, and there has been no "reportable event", as that term is defined in Section 4043 of ERISA, required to be reported since the effective date of ERISA which has not been reported, and none of such Plans nor their respective related trusts have incurred any "accumulated funding deficiency", as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of ERISA. The Plans are the only employee benefit plans covering employees of the Company.

Employee Agreements and Benefits. (a) Except as set forth on the Disclosure Schedule 1.4Schedule, no employee of the Company is a party to, participant in, or bound by, any collective bargaining agreement, union contract or employment, bonus, deferred compensation, insurance, pension, profit sharing, or other personnel arrangement, any employee termination or severance arrangements, and the employment by the Company of any person (whether or not there is a written employment contract) can be terminated for any reason whatsoever not inconsistent with current law, without penalty or liability of any kind other than accrued vacation pay. (b) The Company does not contribute to any multi-employer pension plan, as defined in the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Company is not subject to any claims, whether fixed or contingent, for withdrawal liability relating to any such multi-employer plan. (c) The Company has complied with all laws relating to the employment of labor with respect to its employees, including any provisions thereof relating to wages, hours, collective bargaining and the payment of social security and similar taxes, and no person has asserted that the Company is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. (d) The employee pension benefit plans and welfare benefit plans listed in the Disclosure Schedule (collectively, the "Plans"), constitute all such Plans in which any employees of the Company participate and have been operated in all material respects in compliance with the Code and with ERISA since ERISA became applicable with respect thereto. The Company shall make available to Acquiring Corporation true and correct copies of all such Plans, trust agreements with respect to such Plans, all determination letters with respect thereto, insurance contracts, administrative servicing agreements and other agreements relating to the Plans and the most recent annual reports filed with the United States Department of Labor and/or the Internal Revenue Service by the Company with respect thereto. None of the Plans nor any of their respective related trusts have been terminated, and there has been no "reportable event", as that term is defined in Section 4043 of ERISA, required to be reported since the effective date of ERISA which has not been reported, and none of such Plans nor their respective related trusts have incurred any "accumulated Accumulated funding deficiency", as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of ERISA. The Plans are the only employee benefit plans covering employees of the Company.