Common use of Employee and Labor Matters; Benefit Plans Clause in Contracts

Employee and Labor Matters; Benefit Plans. (A) Part 2.17(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (I) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entity; (II) such employee's title; (III) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) such employee's annualized compensation as of the date of this Agreement. (B) Part 2.17(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's employment with any of the Company Entities; and Part 2.17(b) of the Company Disclosure Schedule accurately describes such benefits. (C) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' employees is terminable by the applicable Company Entity at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company Entities. (D) [Intentionally omitted.] (E) Part 2.17(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (F) Except as set forth in Part 2.17(f) of the Company Disclosure Schedule, none of the Company Entities is a party to or bound by, and since January 1, 2000, none of the Company Entities has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (G) None of the Company Entities is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (I) Part 2.17(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.18(a) of the Company Disclosure Schedule accurately sets forth, as of the date hereof, with respect to each employee of each of the Company Entities Acquired Corporations (other than the PRC JVs) at the Manager level or above (including any employee of any of the Company Entities such Acquired Corporations who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity Acquired Corporation by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Corporation and the latest employment contract with such employee; (IIii) such employee's ’s title, employment location and current status (i.e., full-time, part-time; or other); (IIIiii) such employee’s base salary and bonus during the aggregate dollar amount of the compensation twelve (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type12) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September months ended June 30, 20052010; (iv) any outstanding amounts due as compensation or otherwise to such employees, including accrued and unused vacation entitlements; and (IVv) any Governmental Authorization that is held by such employee's annualized compensation employee and that relates to or is useful in connection with the businesses of the Acquired Corporations. The Company has made available to Parent a correct and complete list that accurately sets forth, as of the date hereof, the names, employer and principal work locations of this Agreementall other employees (including employees of the PRC JVs) of the Acquired Corporations below the level of Manager. (Bb) Part 2.17(b2.18(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Corporations or otherwise) relating to such former employee's ’s employment with any of the Company Entities; Acquired Corporations (other than COBRA continuation coverage at such former employee’s expense) and Part 2.17(b2.18(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the The employment of each of the Company Entities' Acquired Corporations’ employees is terminable by the applicable Company Entity Acquired Corporation at willwill (except as otherwise required by applicable Legal Requirements or as set forth on Part 2.18(c) of the Disclosure Schedule). The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, materials and policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAssociates. (Dd) [Intentionally omitted.]To the knowledge of the Company: (Ei) Part 2.17(e) as of the date of this Agreement, no employee of any of the Acquired Corporations intends to terminate his employment with the Company; and (ii) no employee of any of the Acquired Corporations is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of such Acquired Corporation; or (B) the business or operations of the Acquired Corporations. (e) The Company Disclosure Schedule has made available to Parent a correct and complete list that accurately sets forth, with respect to each Person who is or was, at any time since January 1, 2009, an independent contractor of each any of the Company Entities working for such Company Entity on Acquired Corporations and who has received or after January 1, 2000may be entitled to receive in excess of $50,000 from any of the Acquired Corporations: (Ii) the name of such independent contractor, the Company Entity Acquired Corporation with which such independent contractor is contracted or was under contract and the date as of which such independent contractor was originally hired by such Company EntityAcquired Corporation; (IIii) a description of such independent contractor duties and responsibilitiescontractor’s services; (IIIiii) the aggregate dollar amount of the fees or compensation payable to such independent contractor in 2010; and (including all payments or benefits of iv) any type) received Governmental Authorization that is held by such independent contractor from and that relates to or is useful in connection with the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) businesses of the terms of compensation of such independent contractorAcquired Corporations. (Ff) Except as set forth in Part 2.17(f2.18(f) of the Company Disclosure Schedule, none of the Company Entities Acquired Corporations is a party to or to, bound by, and since January 1, 2000, none of the Company Entities or has ever been a party duty to or bound bybargain for, any employment agreement or any union contract, collective bargaining agreement or similar Contractother Contract with a labor organization representing any of its employees, and there are no labor organizations representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Corporations. (Gg) As of the date of this Agreement, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute, affecting any of the Acquired Corporations or any of their employees. (h) None of the Company Entities Acquired Corporations is or has ever been engaged, in any unfair labor practice within the meaning of any naturethe National Labor Relations Act, or unlawful labor practices under the relevant Legal Requirements of its respective jurisdiction. There has never been any slowdownAs of the date of this Agreement, work stoppagethere is no Legal Proceeding, claim, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances grievance pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any laboremployment contract, privacy right, labor dispute, wages and hours, employee welfare and benefits, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any Company EmployeeAssociate, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i2.18(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Benefit Plan and each Company Employee Benefit Agreement. None of the Acquired Corporations has any plan or commitment to create any additional Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee AgreementBenefit Plan, or to modify or change any existing Company Employee Benefit Plan or Company Employee Agreement (except other than to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any comply with applicable Legal Requirements, in each case Requirements as previously disclosed to Parent in writing or as required by this Agreement)writing) in a manner that would materially affect any Company Associate. (Jj) The With respect to each Company Benefit Plan, the Company has made available to Parent: (i) correct an accurate and complete copies copy of all documents setting forth the terms of each such Company Employee Plan and each Company Employee AgreementBenefit Plan, including all amendments thereto and all related trust documents; (ii) a complete and accurate copy of the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection Code, with each respect to such Company Employee PlanBenefit Plan for the most recent plan year; (iii) if the such Company Employee Benefit Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of such Company Employee Plan Benefit Plan’s assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each such Company Employee Benefit Plan; (v) if such Company Benefit Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all material written amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) accurate and complete copies of all Contracts relating to each such Company Employee Benefit Plan, including administrative service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and group insurance contractsrecordkeeping agreements; (vivii) all written materials provided to any Company Employee Associate relating to any such Company Employee Benefit Plan and any proposed Company Employee Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities Acquired Corporations or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance SheetAffiliate; (viiviii) all correspondence material correspondence, if any, to or from any Governmental Body relating to any such Company Employee Benefit Plan; (viii) all COBRA forms and related notices; (ix) all forms and related notices required under COBRA with respect to such Company Benefit Plan; (x) all insurance policies policies, if any, in the possession of any of the Company Entities Acquired Corporations or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Employee Benefit Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each if such Company Employee Benefit Plan is intended to be qualified under Section 401(a) of the Code, all discrimination tests, if any, required under the Code for such Company Benefit Plan for the three most recent plan years; (xii) if such Company Benefit Plan is intended to be qualified under Section 401(a) of the Code, the most recent IRS determination letter (or opinion letter, if applicable) received with respect to such Company Benefit Plan; and (xiii) if such Company Benefit Plan is a Foreign Plan, all Governmental Authorizations received from any foreign Governmental Body with respect to such Company Benefit Plan. (Kk) Each of the Company Entities Benefit Plans has been operated and administered in all material respects in accordance with its terms and with applicable Legal Requirements, including ERISA, the Code, applicable U.S. and non-U.S. securities laws and regulations and applicable foreign Legal Requirements. Each of the Acquired Corporations and Company Affiliates have has performed all obligations required to be performed by them under each Company Employee Benefit Plan and are not none of the Acquired Corporations is in default or violation of, and of the material terms of any Company does not have Benefit Plan. To the knowledge of any the Company, there has been no default or violation by any other party to, the terms with respect to any term of any Company Employee Benefit Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code, and to the knowledge of the Company, there has not been any event, condition or circumstance that could reasonably be expected to result in disqualification under the Code (or, in the case of a Foreign Plan, the equivalent of disqualification under any applicable foreign Legal Requirement). No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise ERISA (other than a transaction exempt under Section 408 of ERISA), has occurred with respect to any Company Employee Benefit Plan. There are no claims or Legal Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Benefit Plan or against the assets of any Company Employee Benefit Plan. To the knowledge of the Company, no breach of fiduciary duty has occurred with respect to which any Acquired Corporation or any of its fiduciaries could reasonably be expected to incur a material liability. Each Company Employee Benefit Plan (other than any Company Employee Benefit Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing Effective Time in accordance with its terms, without liability to Parent, the Company Entities Acquired Corporations or any Company Affiliate (other than ordinary administration expenses). There are no auditsNo Company Benefit Plan is under audit or investigation, inquiries or Proceedings is subject to any other Legal Proceeding commenced by the IRS, the DOL or any other Governmental Body, nor is any such audit, investigation or other Legal Proceeding pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Planthreatened. None of the Company Entities Acquired Corporations nor any Company Affiliate has ever incurred any material penalty or material tax with respect to any Company Employee Benefit Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each No mortgage, lien, pledge, charge, security interest or other Encumbrance of any kind has been imposed under the Code, ERISA or any foreign Legal Requirement with respect to any Company Benefit Plan or any of the assets of any Company Entities Benefit Plan. All contributions, premiums and Company Affiliates have made all contributions and other payments required by and due under the terms expenses to or in respect of each Company Employee PlanBenefit Plan have been paid in full or, to the extent not yet due, have been adequately accrued on the Unaudited Interim Balance Sheet. (Ll) None of the Company Entities Acquired Corporations nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Benefit Plan subject to Section 302 or Title IV of ERISAERISA or Section 412 of the Code; or (ii) "“multiemployer plan" ” within the meaning of Section (3)(373(37) of ERISA. None ; (iii) “multiple employer plan” (within the meaning of Section 413(c) of the Code); or (iv) Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Benefit Plan in which stock of any of the Company Entities Acquired Corporations or any Company Affiliate is or was held as a “plan asset” within the meaning of DOL Regulations Section 2510.3-101. The fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan. Neither the execution of this Agreement, nor the consummation of any of the Contemplated Transactions, will cause any of the assets or insurance obligations to be less than the benefit obligations under such Company Entities have no, and have never had, any Benefit Plan or Foreign Plan. (Mm) Except as disclosed in Part 2.17(m) of the No Company Disclosure Schedule, no Company Employee Benefit Plan provides (except at no cost to the Company Entities Acquired Corporations or any Company Affiliate), or reflects or represents any liability of any of the Company Entities Acquired Corporations or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities Acquired Corporations or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.no

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.14(a) of the Company Disclosure Schedule accurately sets forth, in all material respects and as of the date of this Agreement, with respect to each employee of each of the Company Entities Acquired Companies (including any employee of any of the Company Entities Acquired Companies who is on a leave of absence or on layoff statusabsence): (Ii) the name employee identification number of such employee, the principal location where such employee works (country, state/province, and city/town), the Acquired Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Company; (IIii) such employee's title’s title (including whether full-time or part-time) and, if such employee is a U.S. employee, whether such U.S. employee is classified as exempt or non-exempt for wage and hour purposes; (IIIiii) the aggregate dollar amount of the whether such employee is paid on a salary, hourly, commission or other basis; (iv) such employee’s current annual base compensation rate and any available incentive-based compensation (including wagescommission rate, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments anticipated annualized commissions and other payments or benefits of any typebonus opportunity) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) such employee's annualized compensation as of the date of this Agreement; (v) such employee’s accrued vacation or paid time off; and (vi) whether such employee is on leave, and if so, the type of leave, the reason for the leave, and the estimated duration/return date. (b) There are no changes of employment status already in process as of the date of this Agreement with respect to any employee of any of the Acquired Companies at the level of director or above, or making $250,000 or more in total annual compensation, such as pending resignations or terminations. Additionally, to the knowledge of the Company: (i) no employee of any of the Acquired Companies at the level of director or above, or making $250,000 or more in total annual compensation, has provided written notice that he or she intends to terminate his or her employment with the Company; (ii) no employee of any of the Acquired Companies is a party to, or is bound by, any written confidentiality agreement, written noncompetition agreement or other written restrictive covenant agreement (with any Person) that has a material and adverse effect on (A) the performance by such employee of any of such Person’s duties or responsibilities as an employee of such Acquired Company or (B) Part 2.17(b) the business or operations of any of the Company Disclosure Schedule accurately identifies each Acquired Companies; and (iii) (A) no current or former employee of any of the Acquired Companies is, or since November 1, 2016 has been, in material violation of any term of any employment, consulting or restrictive covenant agreement (including any non-disclosure agreement, non-solicitation agreement or noncompetition agreement), fiduciary duty or similar obligations to any Acquired Company Entities who is receiving or is scheduled to receive and (or whose spouse or other dependent is receiving or is scheduled to receiveB) any benefits (whether from no current employee of Table of Contents any of the Company Entities Acquired Companies is in material violation of any term of any employment, consulting or otherwise) restrictive covenant agreement (including any non-disclosure agreement, non-solicitation agreement or noncompetition agreement), fiduciary duty or similar obligation to a former employer or engager of such employee, in the case of each of clauses “(A)” and “(B)”, relating to (1) the right of such former employee's employment with employee to work for any Acquired Company or (2) the knowledge or use of the Company Entities; and Part 2.17(b) of the Company Disclosure Schedule accurately describes such benefitstrade secrets or proprietary information. (C) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' employees is terminable by the applicable Company Entity at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company Entities. (D) [Intentionally omitted.] (Ec) Part 2.17(e2.14(c) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each as of the Company Entities working for such Company Entity on or after January 1date of this Agreement, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount list of the Acquired Companies’ service provider contracts involving $250,000 or more in compensation (including all payments in the third quarter of fiscal year 2017 or benefits is expected to involve $250,000 or more in compensation in the fourth quarter of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractorfiscal year 2017. (Fd) Except as set forth in Part 2.17(f) No employee of any of the Acquired Companies is covered by a collective bargaining agreement or works council agreement or any other material written labor-related agreement with any labor union or labor organization (other than national, industry or sector-level labor-related Contracts), nor is any such agreement currently being negotiated. No Acquired Company Disclosure Schedule, none of the Company Entities is a party to or bound byby any collective bargaining agreement or works council agreement or other material written labor-related agreement (other than national, and industry or sector-level labor-related Contracts) and, since January 1, 20002015, none of the no Acquired Company Entities has ever been received a party written request by any labor union or labor organization to negotiate or bound by, enter into any employment agreement or any union contract, such collective bargaining agreement or similar Contractworks council agreement or other material written labor-related agreement. No Acquired Company has a duty to recognize or bargain with any labor union or labor organization or other Person purporting to act as the bargaining representative of any employee or independent contractor of any Acquired Company with respect to wages, hours or other terms and conditions of employment or to engage in effects bargaining relating to or in connection with, or to provide advance notice of, any of the Contemplated Transactions. (Ge) None of the Acquired Companies is, or to the knowledge of the Company Entities is or has ever been engagedduring the past two years, engaged in any unfair labor practice of any material nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened labor strike, slowdown, walk-out, lockout, work stoppage, material labor dispute or reasonably anticipated union organizing activity affecting any of the Acquired Companies or any of their employees. Except as set forth in Part 2.14(e) of the Company Disclosure Schedule, and except as would not materially affect the business and operations of the Acquired Companies, taken as a whole, there is no: (i) Legal Proceeding with respect to employment or other labor matters (including, relating to any laboror asserting allegations of employment discrimination, safety harassment, retaliation, misclassification, wage and/or hour violations or discrimination matters unfair labor practices) existing, pending or, to the knowledge of the Company, threatened against or involving any Acquired Company Employeein any judicial, includingregulatory or administrative forum or under any private dispute resolution procedure; or (ii) material private, without limitation, charges written settlement agreement in respect of unfair any labor practices or discrimination complaintsemployment matters under which any of the Acquired Companies has any outstanding obligations. (Hf) None Except as would not reasonably be expected to, in the aggregate, materially affect the business and operations of the current Acquired Companies, taken as a whole: (i) each individual that renders services to an Acquired Company that is classified as (A) an independent contractor or former independent contractors other non-employee status or (B) an exempt or non-exempt employee, is, in each case, properly classified for all purposes (including (1) Tax reporting, (2) Fair Labor Standards Act purposes, (3) applicable Legal Requirements governing the payment of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are notwages (including overtime), and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities (4) participation in or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in rights under any Company Employee Plan), and (ii) each Acquired Company treats all such individuals in accordance with all applicable Legal Requirements. (Ig) Part 2.17(i2.14(g) of the Company Disclosure Schedule contains an accurate and complete list list, as of the date hereof of each this Agreement, of all material Company Employee Plan Plans and each material Company Employee AgreementAgreements and separately identifies each material Foreign Plan. None of the Company Entities intends nor have any of them Acquired Companies has committed in writing to establish or enter into any new material Company Employee Plan or Company Employee Agreement, or to materially modify any material Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this AgreementRequirement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on furlough or a leave of absence or on layoff statusabsence): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entitythe Company; (IIii) such employee's title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, directorreported by the Company on such employee's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity W-2 with respect to services performed in 2004, and services performed through September 30, 20052002; and (IViv) such employee's annualized compensation annual salary and target bonus as of the date of this Agreement. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's employment with any of the Company EntitiesCompany; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the The employment of each of the Company Entities' Company's employees is terminable by the applicable Company Entity at will. The Company has delivered or made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each the Company. (d) To the knowledge of the Company: (i) no employee of the Company Entitiesintends to terminate his employment with the Company; (ii) no employee of the Company has received an offer to join a business that may be competitive with the Company's business; and (iii) no employee of the Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Company's business or operations. (D) [Intentionally omitted.] (Ee) Part 2.17(e2.15(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000Company: (Ii) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entitythe Company; (IIii) a brief description of such independent contractor duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 20052002; and (IViv) the terms of compensation of such independent contractor. (Ff) Except as set forth in Part 2.17(f2.15(f) of the Company Disclosure Schedule, none of the Company Entities is not a party to or bound by, and since January 1, 2000, none of the Company Entities has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (Gg) None of The Company is not engaged, and the Company Entities is or has ever never been engaged, in any unfair labor practice of any naturepractice. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employeesCompany. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to To the knowledge of the Company, no event has occurred, and no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (Hh) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the The Company Entities has ever never had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i2.15(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the The Company Entities intends does not intend nor have any of them has it committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to the extent necessary to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing Requirements or as required by this Agreement). (Jj) The Company has delivered or made available to Parent or counsel to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all material written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance SheetAffiliate; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.relating

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.18(a) of the Company Disclosure Schedule accurately sets forth, as of the date of the Prior Agreement, with respect to each employee of each of the Company Entities Acquired Corporations (other than the PRC JVs) at the Manager level or above (including any employee of any of the Company Entities such Acquired Corporations who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity Acquired Corporation by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Corporation and the latest employment contract with such employee; (IIii) such employee's ’s title, employment location and current status (i.e., full-time, part-time; or other); (IIIiii) such employee’s base salary and bonus during the aggregate dollar amount of the compensation twelve (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type12) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September months ended June 30, 20052010; (iv) any outstanding amounts due as compensation or otherwise to such employees, including accrued and unused vacation entitlements; and (IVv) any Governmental Authorization that is held by such employee's annualized compensation employee and that relates to or is useful in connection with the businesses of the Acquired Corporations. The Company has made available to Parent a correct and complete list that accurately sets forth, as of the date hereof, the names, employer and principal work locations of this Agreementall other employees (including employees of the PRC JVs) of the Acquired Corporations below the level of Manager. (Bb) Part 2.17(b2.18(b) of the Company Disclosure Schedule accurately identifies as of the date of the Prior Agreement each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Corporations or otherwise) relating to such former employee's ’s employment with any of the Company Entities; Acquired Corporations (other than COBRA continuation coverage at such former employee’s expense) and Part 2.17(b2.18(b) of the Company Disclosure Schedule accurately describes such benefitsbenefits as of the date of the Prior Agreement. (Cc) Except The employment of each of the Acquired Corporations’ employees is terminable by the applicable Acquired Corporation at will (except as otherwise required by applicable Legal Requirements or as set forth in on Part 2.17(c2.18(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' employees is terminable by the applicable Company Entity at will). The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, materials and policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAssociates. (Dd) [Intentionally omitted.]To the knowledge of the Company: (Ei) Part 2.17(e) as of the date of this Agreement, no employee of any of the Acquired Corporations intends to terminate his employment with the Company; and (ii) no employee of any of the Acquired Corporations is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of such Acquired Corporation; or (B) the business or operations of the Acquired Corporations. (e) The Company Disclosure Schedule has made available to Parent a correct and complete list that accurately sets forth, with respect to each Person who is or was, at any time since January 1, 2009, an independent contractor of each any of the Company Entities working for such Company Entity on Acquired Corporations and who has received or after January 1, 2000may be entitled to receive in excess of $50,000 from any of the Acquired Corporations: (Ii) the name of such independent contractor, the Company Entity Acquired Corporation with which such independent contractor is contracted or was under contract and the date as of which such independent contractor was originally hired by such Company EntityAcquired Corporation; (IIii) a description of such independent contractor duties and responsibilitiescontractor’s services; (IIIiii) the aggregate dollar amount of the fees or compensation payable to such independent contractor in 2010; and (including all payments or benefits of iv) any type) received Governmental Authorization that is held by such independent contractor from and that relates to or is useful in connection with the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) businesses of the terms of compensation of such independent contractorAcquired Corporations. (Ff) Except as set forth in Part 2.17(f2.18(f) of the Company Disclosure Schedule, none of the Company Entities Acquired Corporations is a party to or to, bound by, and since January 1, 2000, none of the Company Entities or has ever been a party duty to or bound bybargain for, any employment agreement or any union contract, collective bargaining agreement or similar Contractother Contract with a labor organization representing any of its employees, and there are no labor organizations representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of any of the Acquired Corporations. (Gg) As of the date of this Agreement, there has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, job action, union organizing activity, question concerning representation or any similar activity or dispute, affecting any of the Acquired Corporations or any of their employees. (h) None of the Company Entities Acquired Corporations is or has ever been engaged, in any unfair labor practice within the meaning of any naturethe National Labor Relations Act, or unlawful labor practices under the relevant Legal Requirements of its respective jurisdiction. There has never been any slowdownAs of the date of this Agreement, work stoppagethere is no Legal Proceeding, claim, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances grievance pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any laboremployment contract, privacy right, labor dispute, wages and hours, employee welfare and benefits, leave of absence, plant closing notification, workers’ compensation policy, long-term disability policy, harassment, retaliation, immigration, employment statute or regulation, safety or discrimination matters matter involving any Company EmployeeAssociate, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i2.18(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Benefit Plan and each Company Employee Benefit Agreement. None of the Acquired Corporations has any plan or commitment to create any additional Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee AgreementBenefit Plan, or to modify or change any existing Company Employee Benefit Plan or Company Employee Agreement (except other than to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any comply with applicable Legal Requirements, in each case Requirements as previously disclosed to Parent in writing or as required by this Agreement)writing) in a manner that would materially affect any Company Associate. (Jj) The With respect to each Company Benefit Plan, the Company has made available to Parent: (i) correct an accurate and complete copies copy of all documents setting forth the terms of each such Company Employee Plan and each Company Employee AgreementBenefit Plan, including all amendments thereto and all related trust documents; (ii) a complete and accurate copy of the three most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection Code, with each respect to such Company Employee PlanBenefit Plan for the most recent plan year; (iii) if the such Company Employee Benefit Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of such Company Employee Plan Benefit Plan’s assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each such Company Employee Benefit Plan; (v) if such Company Benefit Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all material written amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (vi) accurate and complete copies of all Contracts relating to each such Company Employee Benefit Plan, including administrative service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and group insurance contractsrecordkeeping agreements; (vivii) all written materials provided to any Company Employee Associate relating to any such Company Employee Benefit Plan and any proposed Company Employee Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities Acquired Corporations or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance SheetAffiliate; (viiviii) all correspondence material correspondence, if any, to or from any Governmental Body relating to any such Company Employee Benefit Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the forms and related notices required under COBRA with respect to such Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Benefit Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation ofinsurance policies, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.if

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entity; (IIii) such employee's title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IViv) such employee's annualized compensation as of the date of this Agreement. (Bb) Part 2.17(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's employment with any of the Company Entities; and Part 2.17(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' employees is terminable by the applicable Company Entity at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company Entities. (Dd) [Intentionally omitted.] (Ee) Part 2.17(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (Ii) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (IIii) a description of such independent contractor duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IViv) the terms of compensation of such independent contractor. (Ff) Except as set forth in Part 2.17(f) of the Company Disclosure Schedule, none of the Company Entities is a party to or bound by, and since January 1, 2000, none of the Company Entities has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (Gg) None of the Company Entities is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (Hh) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (Jj) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (Kk) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (Ll) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (Mm) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (Nn) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (Oo) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (Pp) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entitythe Company; (IIii) such employee's ’s title, and a description of such employee’s duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2006; (IViv) such employee's ’s annualized compensation as of the date of this Agreementthe Unaudited Interim Balance Sheet; (v) each Company Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the Company’s business. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesCompany; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the The employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity at will. The Company has made available delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company Entities. (D) [Intentionally omitted.] (E) Part 2.17(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (F) Except as set forth in Part 2.17(f) of the Company Disclosure Schedule, none of the Company Entities is a party to or bound by, and since January 1, 2000, none of the Company Entities has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (G) None of the Company Entities is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (I) Part 2.17(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities Acquired Corporations (including any such employee of any of the Company Entities who is on a leave of absence or on layoff statusabsence): (Ii) the name of such employee, the Company Entity Acquired Corporation by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Corporation; (IIii) such employee's ’s title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by or payable to such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2007; (IViv) such employee's ’s annualized compensation as of the date of this Agreement; and (v) any Governmental Authorization that is held by such employee and that is necessary for the operation of the business of any of the Acquired Corporations as presently conducted. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Corporations or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesAcquired Corporations; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c2.15(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' Acquired Corporations’ employees is terminable by the applicable Company Entity Acquired Corporation at will, without payment of severance or other termination benefits. The Company has made delivered (including by making available in the data room) to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAcquired Corporations. (Dd) [Intentionally omittedTo the Knowledge of the Company: (i) no employee of any of the Acquired Corporations intends to terminate his employment with the Company; (ii) no employee of any of the Acquired Corporations has received an outstanding offer to join a business that may be competitive with the business of any Acquired Corporation; and (iii) no employee of any of the Acquired Corporations is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of such Acquired Corporation; or (B) the business or operations of any Acquired Corporation.] (Ee) Part 2.17(e2.15(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each performing material services for any of the Company Entities working for such Company Entity on or after January 1, 2000Acquired Corporations as of the date of this Agreement: (Ii) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entitythe applicable Acquired Corporation; (IIii) a description of such independent contractor contractor’s duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity Acquired Corporation with respect to services performed in 2004, and services performed through September 30, 2005; and2007; (IViv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that is necessary for the operation of the business of any of the Acquired Corporations. None of the current or former independent contractors of any of the Acquired Corporations could reasonably be reclassified as an employee under applicable Legal Requirements. Except as set forth in Part 2.15(e) of the Disclosure Schedule, (1) no independent contractor has provided services to any of the Acquired Corporations or any Company Affiliate for a period of six consecutive months or longer, (2) none of the Acquired Corporations has ever had any temporary or leased employees, and (3) no independent contractor of any Acquired Corporation is eligible to participate in any Company Employee Plan. (Ff) Except as set forth in Part 2.17(f2.15(f) of the Company Disclosure Schedule, none of the Company Entities Acquired Corporations is a party to or bound by, and since January 1, 2000, none of the Company Entities Acquired Corporations has ever been a party to or bound by, any employment agreement (other than any such agreement relating to at-will employment) or any union contract, collective bargaining agreement or similar Contract. (Gg) None of the Company Entities Acquired Corporations is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities Acquired Corporations or any of their employees. There is not now pending, and and, to the Knowledge of the Company, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No To the Knowledge of the Company, no event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ih) Part 2.17(i2.15(h) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities Acquired Corporations intends nor have any of them or has agreed or committed to (i) establish or enter into any new Company Employee Plan or Company Employee Agreement, or (ii) to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreementwriting). (Ji) The Company has delivered or made available to ParentParent accurate and complete copies of: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent recently filed annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or ERISA, the Code or any other applicable Legal Requirement in connection with each Company Employee Plan; (iii) if the for each Company Employee Plan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided since January 1, 2004 to any Company Employee relating to any Company Employee Plan Plan, and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a3.14(a) of the Company Disclosure Schedule accurately sets forth, with respect to each current employee of each of the Company Entities (including any employee of any as of the Company Entities who is on a leave date of absence or on layoff status):this Agreement: (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entity;the company; and (II) such employee's title; (IIIii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's board fees, fringe benefits, bonuses, profit-sharing payments payments, distributions or withdrawals by employees who are also company members, and other payments or benefits of any typetype other than immaterial reimbursable expenses) received by or payable to such employee from the applicable Company Entity company with respect to services performed in 20042009 on behalf of the company. (b) Part 3.14(b) contains (i) a list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), pension, profit-sharing, retirement, cafeteria plan, flexible spending arrangement, sick leave and vacation policy, bonus, stock option, stock purchase, restricted stock, incentive compensation, deferred compensation, severance, medical, dental, life, disability, or other welfare benefit plan, and services performed through September 30all other fringe benefit plans, 2005; and policies or arrangements, whether sponsored, established, maintained or contributed to or required to be contributed to currently by the Company for the benefit of any current employees or former employees or for which the Company has any liability. There is no corporation or trade or business (IVwhether or not incorporated) such employee's annualized compensation which, as of the date of this AgreementAgreement or at any time within the six years preceding the date hereof, would be treated as a "single employer" with the Company under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended. (Bc) Part 2.17(b) of All employee benefit plans maintained or contributed to by the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's employment with any of the Company Entities; and Part 2.17(b) of the Company Disclosure Schedule accurately describes such benefits. (C) Except as set forth are in Part 2.17(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' employees is terminable by the applicable Company Entity at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company Entities. (D) [Intentionally omitted.] (E) Part 2.17(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (F) Except as set forth in Part 2.17(f) of the Company Disclosure Schedule, none of the Company Entities is a party to or bound by, and since January 1, 2000, none of the Company Entities has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (G) None of the Company Entities is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (I) Part 2.17(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including provisions of ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) Internal Revenue Code of the Code has obtained a favorable determination letter (or opinion letter1986, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISAamended, and not otherwise exempt under Section 408 of ERISA, all other Legal Requirements and the Company has occurred no delinquent liabilities or obligations with respect to any Company Employee Plan. There are no claims such employee benefit plans, whether or Proceedings pendingnot accrued, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) in any payment (whether of severance pay contingent or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(aSection 2.18(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): ): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entity; the Company; (IIii) such employee's ’s title; ; (IIIiii) the aggregate dollar amount of the compensation (including wages, broken down by wage rate or salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 20042019 and 2020, and services performed through September 30, 2005indicating whether such employee is an exempt or non-exempt employee under the Fair Labor Standards Act; and (IViv) such employee's ’s annualized compensation (including bonus opportunity) as of the date of this Agreement; (v) each Company Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the Company’s business. (Bb) Part 2.17(bSection 2.18(b) of the Disclosure Schedule accurately sets forth, with respect to each independent contractor of the Company: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the Company; (ii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Company with respect to services performed in 2019 and 2020; (iii) the terms of compensation of such independent contractor (indicating whether such terms are included in a written agreement); (iv) a description of the services performed; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with the Company’s business. (c) Section 2.18(c) of the Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's ’s employment with any of the Company Entities; Company, and Part 2.17(bSection 2.18(c) of the Company Disclosure Schedule accurately describes such benefits. (Cd) Except as set forth in Part 2.17(c) The Company is not a party to or bound by, and the Company has never been a party to or bound by, any Company Employee Agreement or any union contract, collective bargaining agreement or similar Contract, nor is any such Contract presently being negotiated, nor is there any duty on the part of the Company Disclosure Scheduleto bargain with any labor organization or representative, and there are no labor organizations representing, purporting to represent or, to the knowledge of the Company, seeking to represent any employees of the Company. (e) The employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity at will. The Company has made available delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each the Company. (f) To the Company’s Knowledge: (i) no employee of the Company Entities. intends to terminate his or her employment with the Company; (Dii) [Intentionally omitted.] (E) Part 2.17(e) no employee of the Company Disclosure Schedule accurately sets forthhas received an offer to join a business that may be competitive with the Company’s business, with respect to each independent contractor of each and (iii) no employee of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (F) Except as set forth in Part 2.17(f) of the Company Disclosure Schedule, none of the Company Entities is a party to or is bound byby any confidentiality agreement, and since January 1, 2000, none noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Entities has ever been a party to Company; or bound by, any employment agreement (B) the Company’s business or any union contract, collective bargaining agreement or similar Contractoperations. (Gg) None of The Company is not engaged, and the Company Entities is or has ever never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commenceCompany, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated relating to any labor, employment, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (Hh) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified misclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(iSection 2.18(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the The Company Entities intends does not intend nor have any of them has it committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (Jj) The Company has made available delivered to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (viv) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance SheetSubsidiary; (viivi) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viiivii) all COBRA forms and related notices; (ixviii) all insurance policies in the possession of any of the Company Entities or any Company Affiliate Subsidiary pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xix) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xix) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (Kk) Each The Company and each of the Company Entities and Company Affiliates Subsidiaries have performed all obligations required to be performed by them under each Company Employee Plan and each Company Employee Agreement and are not in default or violation of, and to the Company does not have knowledge of any default Company’s Knowledge there are no defaults or violation violations by any other party to, the terms of any Company Employee PlanPlan or Company Employee Agreement, and each Company Employee Plan or Company Employee Agreement has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Legal Proceedings pending, or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated (other than routine claims for benefits), against or arising under any Company Employee Plan or Company Employee Agreement or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate Subsidiary (other than ordinary administration expenses). There are no audits, inquiries or Legal Proceedings pending or, to the knowledge of the Company’s Knowledge, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of Neither the Company Entities nor any Company Affiliate Subsidiary has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i602(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the The Company Entities and each Company Affiliates Subsidiarys have made all contributions and other payments required by and due under the terms of each Company Employee PlanPlan and Company Employee Agreement. (Ll) None of Neither the Company Entities nor any Company Affiliate Subsidiary has ever maintained, established, sponsored, participated in, or contributed to any: any Company Employee Plan which is (i) Company Pension Plan subject to Title IV or Section 302 of ERISA; ERISA (and the Company and all of its Company Subsidiaries have not incurred any direct or indirect liability under or by operation of Title IV of ERISA and no condition exists that presents a material risk to the Company or any of its Company Subsidiaries of incurring any such direct or indirect liability), (ii) a "multiemployer plan" within the meaning of the Code or ERISA or such other plan pursuant to which the Company or any of its Company Subsidiaries incurred any withdrawal liability (within the meaning of Section (3)(37) 4201 of ERISA. None ), or (iii) subject to Section 412 or 4971 of the Code. Neither the Company Entities nor any Company Affiliate Subsidiary has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate Subsidiary is or was held as a plan asset. The Neither the Company Entities have nonor any Company Subsidiary has ever maintained, and have never hadestablished, sponsored, participated in, or contributed to any Foreign Plan. (Mm) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no No Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate Subsidiary to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of Neither the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate Subsidiary has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (Nn) Except as set forth in Part 2.17(nSection 2.18(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. There is no Company Employee Plan, Company Employee Agreement, or other agreement, plan, arrangement or other Contract covering any employee, director, or independent contractor or former employee, director or independent contractor of the Company that, considered individually or considered collectively with any other such Company Employee Plans, agreements, plans, arrangements, or Contracts, will give rise to the payment of any amount in connection with the transaction contemplated in this Agreement that would not be deductible pursuant to Section 280G of the Code. (Oo) Except as set forth in Part 2.17(o) of the The Company Disclosure Schedule, and each of the Company Entities and Company AffiliatesSubsidiaries: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment employment, and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Fair Labor Standards Act, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company’s Knowledge, threatened or reasonably anticipated claims or Legal Proceedings against any of the Company Entities or any Company Affiliate Subsidiary under any worker's ’s compensation policy or long-term disability policy. (Pp) To Each Company Plan that is a “nonqualified deferred compensation plan” (as defined under Section 409A of the knowledge Code) complies in form and operation with Section 409A of the Code. Neither the Company, nor any of its Subsidiaries, has any obligation to indemnify or hold harmless any Person for any liability that may result from the failure to comply with the Section 409A of the Code. (q) No discrimination claim, show cause notice, conciliation proceeding, sanction or debarment proceeding has been filed or is pending or, to the Company’s Knowledge, is threatened with the Office of Federal Contract Compliance Programs or any other federal agency or any comparable state or foreign agency or court, and there have been no stockholder nor desk audits or on-site reviews pending or scheduled. (r) All employees, agents, and contractors of the Company and its Subsidiaries that are working in the United States are legally authorized to work in the United States either because of their status as United States citizens, legal permanent residents, or by virtue of possessing a visa under Law relating to immigration control which visa allows for such employee to work in the United States. The Company has properly completed all reporting and verification requirements pursuant to Law relating to immigration control for all Company Employees, including the Form I-9. The Company has not received any notice from any Governmental Body that the Company is in violation of any Law pertaining to immigration control or that any Company Employee is obligated under any Contract or subject was not legally authorized to any judgmentbe employed in the United States or is or was using an invalid social security number, decreeand there is no pending, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge Company’s Knowledge, threatened, charge or complaint under the Immigration Reform and Control Act of 1986 against the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities Acquired Companies (including any employee of any of the Company Entities Acquired Companies who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entitythe Acquired Company; (IIii) such employee's ’s title; (IIIiii) the aggregate cash dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Acquired Company Entity with respect to services performed in 20042009, and services performed during the period of January 1, 2009 through September 30December 31, 2005; and2009; (IViv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Company Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the Acquired Companies’ business. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities Acquired Companies who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Companies or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesCompany; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c2.15(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity at will. The Company has made available delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAcquired Companies. (Dd) [Intentionally omitted.]To the Knowledge of the Acquired Companies: (Ei) no employee of any Acquired Company intends to terminate his or her employment with the Acquired Company; (ii) no Key Employee has received an offer to join a business that may be competitive with the Acquired Companies’ business; and (iii) no employee of any Acquired Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Acquired Company; or (B) the Acquired Companies’ business or operations. (e) Part 2.17(e2.15(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each the Acquired Companies involved in the development of the Company Entities working for such Company Entity on or after January 1, 2000software: (Ii) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entitythe Acquired Company; (II) a description of such independent contractor duties and responsibilities; (IIIii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Acquired Company Entity with respect to services performed in 2004, and services performed through September 30, 20052009; and (IViii) the terms of compensation of such independent contractor. (Ff) Except as set forth in Part 2.17(f2.15(f) of the Company Disclosure Schedule, none of the no Acquired Company Entities is a party to or bound by, and since January 1, 2000, none of the no Acquired Company Entities has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. The Israeli Subsidiary is not and never has been a member of any employers’ organization and there is no, and never has been, an employees’ committee in the Israeli Subsidiary. (Gg) None of the No Acquired Company Entities is or engaged, and no Acquired Company has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commenceAcquired Companies, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly reasonably be expected to give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge Knowledge of the CompanyAcquired Companies, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. No Acquired Company is party to any labor agreement with respect to the Company Employees with any labor organization, union, group or association and there have been no attempts by an union, group or other labor organization to organize the Company Employees. (Hh) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, Acquired Companies could properly be reclassified as an employee. There are notare, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1The Acquired Companies have never had any temporary, 2000leased or, none in the case of the Company Entities has ever had any temporary or leased Israeli Subsidiary, manpower employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i2.15(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends The Acquired Companies do not intend nor have any of them they committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (Jj) The Company has made available delivered to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.if

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entitythe Company; (IIii) such employee's ’s title, and a description of such employee’s duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other material payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2006; (IViv) such employee's ’s annualized compensation as of the date of this Agreement; (v) each Company Employee Plan in which such employee participates or is eligible to participate; and (vi) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the Company’s business. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesCompany; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c) of the Company Disclosure Schedule, the The employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity at will. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each the Company. (d) To the best of the knowledge of the Company Entitiesand the Designated Officer: (i) no employee of the Company intends to terminate his employment with the Company; (ii) no employee of the Company has received an offer to join a business that may be competitive with the Company’s business; and (iii) no employee of the Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company; or (B) the Company’s business or operations. (D) [Intentionally omitted.] (Ee) Part 2.17(e2.15(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000Company: (Ii) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entitythe Company; (IIii) a description of such independent contractor duties and responsibilities; (IIIiii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2006; (IViv) the terms of compensation of such independent contractor; and (v) any Governmental Authorization that is held by such independent contractor and that relates to or is useful in connection with the Company’s business. (Ff) Except as set forth in Part 2.17(f2.15(f) of the Company Disclosure Schedule, none of the Company Entities is not a party to or bound by, and since January 1, 2000, none of the Company Entities has ever never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (Gg) None of The Company is not engaged, and the Company Entities is or has ever never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commenceCompany, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the CompanyCompany and the Designated Officer, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (Hh) None The Company has complied in all material respects with all applicable laws, rules and regulations respecting the classification of the current or former individuals as independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employeecontractors. There are notare, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the The Company Entities has ever never had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ii) Part 2.17(i2.15(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the The Company Entities intends does not intend nor have any of them has it committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (Jj) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.required

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.18(a) of the Company Disclosure Schedule accurately sets forth, with respect to each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (Ii) the name of such employee, the Company Entity by which such employee is employed and the date as of which such employee was originally hired by such Company Entitythe Company; (IIii) such employee's ’s title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2008; (IViv) such employee's ’s annualized compensation (including bonus opportunity) as of the date of this Agreement; and (v) any Governmental Authorization that is held by such employee and that is material to such employee’s services to the Company. (Bb) Part 2.17(b2.18(b) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of the Company: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the Company; (ii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Company with respect to services performed in 2008; (iii) the terms of compensation of such independent contractor; and (iv) any Governmental Authorization that is held by such independent contractor and that is material to such contractor’s services to the Company. (c) Part 2.18(c) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities or otherwise) relating to such former employee's ’s employment with any of the Company Entities; Company, and Part 2.17(b2.18(c) of the Company Disclosure Schedule accurately describes such benefits. (Cd) Except as set forth in Part 2.17(c2.18(d) of the Company Disclosure Schedule, the Company is not a party to or bound by, and the Company has never been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (e) Except as set forth in Part 2.18(e) of the Company Disclosure Schedule, the employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity at will. None of the Company’s employees (including employees in India) have any “retrenchment rights” that could entitle such employees to the payment of any amounts, either upon termination of employment or upon the consummation of the transactions contemplated by this Agreement or otherwise. The Company has made available delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesCompany. (D) [Intentionally omitted.] (E) Part 2.17(e) of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (Ff) Except as set forth in Part 2.17(f2.18(f) of the Company Disclosure Schedule, none to the Company’s Knowledge: (i) no employee of the Company Entities intends to terminate his or her employment with the Company; (ii) no employee of the Company has received an offer to join a business that may be competitive with the Company’s business; and (iii) no employee of the Company is a party to or is bound byby any confidentiality agreement, and since January 1, 2000, none noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his or her duties or responsibilities as an employee of the Company Entities has ever been a party to Company; or bound by, any employment agreement (B) the Company’s business or any union contract, collective bargaining agreement or similar Contractoperations. (Gg) None of The Company is not engaged, and the Company Entities is or has ever never been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities or any of their employees. There is not now pending, and no Person has threatened to commenceCompany, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (I) Part 2.17(i) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Employee Plan and each Company Employee Agreement. None of the Company Entities intends nor have any of them committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to (i) each employee of each of the Company Entities Acquired Corporations with annual compensation (including any base salary) in excess of $100,000, and (ii) each other employee of any each of the Company Entities Acquired Corporations with an annual bonus (excluding sales commissions) of over $25,000 (including, with respect to both clauses “(i)” and “(ii)”, any such employee who is on a leave of absence or on layoff statusabsence): (Ii) the name of such employee, the Company Entity Acquired Corporation by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Corporation; (IIii) such employee's ’s title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by or payable to such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2003; (IViv) such employee's ’s annualized compensation as of the date of this Agreement; and (v) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the business of any of the Acquired Corporations. The Company has made available to Parent the information described in clauses “(i)” through “(v)” of this Section 2.15(a) with respect to each other employee of each of the Acquired Corporations (including any such employee who is on a leave of absence). (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Corporations or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesAcquired Corporations; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c2.15(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' Acquired Corporations’ employees is terminable by the applicable Company Entity Acquired Corporation at will, without payment of severance or other termination benefits. The Company has made available to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAcquired Corporations. (Dd) [Intentionally omittedTo the Knowledge of the Company: (i) no employee of any of the Acquired Corporations intends to terminate his employment with the Company; (ii) no employee of any of the Acquired Corporations has received an offer to join a business that may be competitive with the business of any Acquired Corporation; and (iii) no employee of any of the Acquired Corporations is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on: (A) the performance by such employee of any of his duties or responsibilities as an employee of such Acquired Corporation; or (B) the business or operations of any Acquired Corporation.] (Ee) Part 2.17(e) None of the Company Disclosure Schedule accurately sets forthcurrent or former independent contractors of any of the Acquired Corporations will or could be reclassified as an employee. There are, with respect and at no time have been, any independent contractors who have provided services to each any of the Acquired Corporations or any Acquired Corporation Affiliate for a period of six consecutive months or longer. None of the Acquired Corporations has ever had any temporary or leased employees. No independent contractor of each of the Company Entities working for such Company Entity on or after January 1, 2000: (I) the name of such independent contractor, the Company Entity with which such independent contractor any Acquired Corporation is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of eligible to participate in any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractorAcquired Corporation Employee Plan. (Ff) Except as set forth in Part 2.17(f2.15(f) of the Company Disclosure Schedule, none of the Company Entities Acquired Corporations is a party to or bound by, and since January 1, 2000, none of the Company Entities Acquired Corporations has ever been a party to or bound by, any employment agreement or any union contract, collective bargaining agreement or similar Contract. (Gg) None of the Company Entities Acquired Corporations is or has ever been engaged, in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities Acquired Corporations or any of their employees. There is not now pending, and and, to the Knowledge of the Company, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Acquired Corporation Employee, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ih) Part 2.17(i2.15(h) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Acquired Corporation Employee Plan and each Company Acquired Corporation Employee Agreement. None of the Company Entities Acquired Corporations intends nor have any of them or has agreed or committed to (i) establish or enter into any new Company Acquired Corporation Employee Plan or Company Acquired Corporation Employee Agreement, or (ii) to modify any Company Acquired Corporation Employee Plan or Company Acquired Corporation Employee Agreement (except to conform any such Company Acquired Corporation Employee Plan or Company Acquired Corporation Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreementwriting). (Ji) The Company has made available delivered to ParentParent accurate and complete copies of: (i) correct and complete copies of all documents setting forth the terms of each Company Acquired Corporation Employee Plan and each Company Acquired Corporation Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or ERISA, the Code or any other applicable Legal Requirement in connection with each Company Acquired Corporation Employee Plan; (iii) if the Company for each Acquired Corporation Employee Plan that is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Acquired Corporation Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Acquired Corporation Employee Plan; (v) all material written Contracts relating to each Company Acquired Corporation Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to any Company Acquired Corporation Employee relating to any Company Acquired Corporation Employee Plan and any proposed Company Acquired Corporation Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities Acquired Corporations or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.Acquired

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to forth the name of each employee of each of the Company Entities (including any employee of any of the Company Entities who is on a leave of absence or on layoff status): (I) the name of and such employee, the Company Entity by which such employee is employed ’s title and the date as of which such employee was originally hired by such Company Entity; (II) such employee's title; (III) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) such employee's annualized compensation as of the date of this Agreementcompensation. (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies sets forth each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) life insurance, disability payments, COBRA coverage, severance or retention payments, or who is entitled to exercise stock options from the Company (excluding any benefits (whether from any consideration received as a result of the Company Entities or otherwisetransactions contemplated by this Agreement) relating to such former employee's ’s employment with any of the Company EntitiesAcquired Corporations; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes identifies such benefits. (Cc) Except as set forth in Part 2.17(c) of the for those individuals covered by Company Disclosure ScheduleEmployee Agreements, the employment of each of the Company Entities' Company’s employees is terminable by the applicable Company Entity are employed at will. The Company has made available delivered to Parent or its legal counsel accurate and complete copies of all such Employment Agreements and all employee manuals and handbooks, disclosure materials, policy statements and other similar materials relating to the employment of the current and former employees of each of the Company EntitiesCompany. (D) [Intentionally omitted.] (Ed) Part 2.17(e2.15(d) of the Company Disclosure Schedule accurately sets forthforth the name, with respect to compensation and service description of each independent contractor of each the Company. None of the Company Entities working Company’s independent contractors could reasonably be expected to be classified as employees by applicable legal authorities. None of the Company’s independent contractors have provided services to any of the Acquired Corporations or any Acquired Corporation ERISA Affiliate for such Company Entity on a period of six consecutive months or after January 1, 2000:longer in their capacity as an independent contractor (I) the name of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; (II) a description of such independent contractor duties and responsibilities; (III) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractor. (Fe) Except as set forth in Part 2.17(f2.15(e) of the Company Disclosure Schedule, none of the Company Entities is not a party to or bound by, and since January 1, 2000, none of the Company Entities has ever never been a party to or bound by, any employment agreement union contract or any union contract, collective bargaining agreement or similar Contractagreement. (Gf) None of the The Company Entities is or not, and has ever been engagednever been, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of directed toward the Company Entities or any of its employees (in their employeescapacities as employees of the Company). There is not now pending, and to the Company’s Knowledge, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeactivity. No event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly to the Company’s Knowledge could reasonably be expected to give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or disputeactivity. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Employee, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ig) Part 2.17(i2.15(g) of the Company Disclosure Schedule contains an accurate and complete list sets forth a list, as of the date hereof hereof, of each Company Employee Plan and each Company Employee Agreement. None Except as disclosed on Part 2.15(g) of the Disclosure Schedule, the Company Entities intends does not intend nor have any of them has it committed to establish or enter into any new Company Employee Plan or Company Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (Jh) The Company has made available delivered to ParentParent copies of: (i) correct and complete copies of all documents setting forth the current terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documentsdocuments currently in effect; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Acquired Corporation Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA prepared with respect to each Company Employee Plan; (v) all current material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials currently provided to any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance SheetERISA Affiliate; (vii) all correspondence to or from any Governmental Body relating to any Company Employee PlanPlan received since January 1, 2001; (viii) all current COBRA forms and related notices; (ix) all insurance policies currently in effect in the possession of any of the Company Entities or any Company ERISA Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Acquired Corporation Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code, if any. (Ki) Each of The Company and the Company Entities and Company ERISA Affiliates have performed all material obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each . Each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "“prohibited transaction," ” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Acquired Corporation Employee PlanPlan during the past six years. There are no claims or Proceedings pending, or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company ERISA Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge Knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of Neither the Company Entities nor any Company ERISA Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the CodeCode within the past six years. Each of The Company and the Company Entities and Company ERISA Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (Lj) None of Neither the Company Entities nor any Company ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "”multiemployer plan" ” within the meaning of Section (3)(37) of ERISA. None of Neither the Company Entities nor any Company ERISA Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company ERISA Affiliate is or was held as a plan asset. The Company Entities have nofair market value of the assets of each funded Foreign Plan, and have never hadthe liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide in full for the accrued benefit obligations, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to and obligations under such Foreign Plan, and no transaction contemplated by this Agreement shall cause any such assets or insurance obligations to be less than such benefit obligations. (Mk) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no No Company Employee Plan provides (except at no cost to the Company Entities or any Company ERISA Affiliate), or reflects or represents any liability of any of the Company Entities or any Company ERISA Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company ERISA Affiliate, none of neither the Company Entities nor any Company ERISA Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Acquired Corporation Employee (either individually or to Company Acquired Corporation Employees as a group) or any other Person that such Company Acquired Corporation Employee(s) or other person Person would be provided with retiree life insurance, retiree health benefit benefits or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (Nl) Except as set forth in Part 2.17(n2.15(l) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (Om) Except as set forth in Part 2.17(o2.15(m) of the Company Disclosure Schedule, each of the Company Entities and the Company ERISA Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Acquired Corporation Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Acquired Corporation Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Acquired Corporation Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company ERISA Affiliate under any worker's ’s compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.

Employee and Labor Matters; Benefit Plans. (Aa) Part 2.17(a2.15(a) of the Company Disclosure Schedule accurately sets forth, with respect to (i) each employee of each of the Company Entities Acquired Corporations with annual compensation (including any base salary) in excess of $100,000, and (ii) each other employee of any each of the Company Entities Acquired Corporations with an annual bonus (excluding sales commissions) of over $25,000 (including, with respect to both clauses “(i)” and “(ii)”, any such employee who is on a leave of absence or on layoff statusabsence): (Ii) the name of such employee, the Company Entity Acquired Corporation by which such employee is employed and the date as of which such employee was originally hired by such Company EntityAcquired Corporation; (IIii) such employee's ’s title; (IIIiii) the aggregate dollar amount of the compensation (including wages, salary, commissions, director's ’s fees, fringe benefits, bonuses, profit-sharing payments and other payments or benefits of any type) received by or payable to such employee from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and2006; (IViv) such employee's ’s annualized compensation as of the date of this Agreement; and (v) any Governmental Authorization that is held by such employee and that relates to or is useful in connection with the business of any of the Acquired Corporations. The Company has delivered to Parent the information described in clauses “(i)” through “(v)” of this Section 2.15(a) with respect to each other employee of each of the Acquired Corporations (including any such employee who is on a leave of absence). (Bb) Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately identifies each former employee of any of the Company Entities Acquired Corporations who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits (whether from any of the Company Entities Acquired Corporations or otherwise) relating to such former employee's ’s employment with any of the Company EntitiesAcquired Corporations, other than pursuant to COBRA or other Legal Requirement; and Part 2.17(b2.15(b) of the Company Disclosure Schedule accurately describes such benefits. (Cc) Except as set forth in Part 2.17(c2.15(c) of the Company Disclosure Schedule, the employment of each of the Company Entities' Acquired Corporations’ employees is terminable by the applicable Company Entity Acquired Corporation at will, without payment of severance or other termination benefits. The Company has made available delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the current and former employees of each of the Company EntitiesAcquired Corporations. (Dd) [Intentionally omitted.] (E) Part 2.17(e) To the Knowledge of the Company Disclosure Schedule accurately sets forth, with respect to each independent contractor Company: (i) no employee of each any of the Company Entities working for such Company Entity on Acquired Corporations intends to terminate his employment with the Company; (ii) no employee of any of the Acquired Corporations has received an offer to join a business that may be competitive with the business of any Acquired Corporation; and (iii) no employee of any of the Acquired Corporations is a party to or after January 1is bound by any confidentiality agreement, 2000: noncompetition agreement or other Contract (Iwith any Person) that may have an adverse effect on: (A) the name performance by such employee of any of his duties or responsibilities as an employee of such independent contractor, the Company Entity with which such independent contractor is contracted and the date as of which such independent contractor was originally hired by such Company Entity; Acquired Corporation; or (II) a description of such independent contractor duties and responsibilities; (IIIB) the aggregate dollar amount of the compensation (including all payments business or benefits operations of any type) received by such independent contractor from the applicable Company Entity with respect to services performed in 2004, and services performed through September 30, 2005; and (IV) the terms of compensation of such independent contractorAcquired Corporation. (Fe) Except as set forth in Part 2.17(f2.15(e) of the Company Disclosure Schedule: (i) none of the current or former independent contractors of any of the Acquired Corporations will or could be reclassified as an employee; (ii) there are, and at no time have been, any independent contractors who have provided services to any of the Acquired Corporations or any Acquired Corporation Affiliate for a period of six consecutive months or longer; (iii) none of the Acquired Corporations has ever had any temporary or leased employees; and (iv) no independent contractor of any Acquired Corporation is eligible to participate in any Acquired Corporation Employee Plan. (f) Except as set forth in Part 2.15(f) of the Disclosure Schedule, none of the Company Entities Acquired Corporations is a party to or bound by, and since January 1, 2000, none of the Company Entities has ever been a party to or bound by, any employment agreement or by any union contract, collective bargaining agreement or similar Contract. (Gg) None of the Company Entities Acquired Corporations is or has ever been engaged, engaged in any unfair labor practice of any nature. There has never been any slowdown, work stoppage, labor dispute or union organizing activity, or any similar activity or dispute, affecting any of the Company Entities Acquired Corporations or any of their employees. There is not now pending, and and, to the Knowledge of the Company, no Person has threatened to commence, any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. No To the Knowledge of the Company, no event has occurred, and to the knowledge of the Company, no condition or circumstance exists, that might directly or indirectly give rise to or provide a basis for the commencement of any such slowdown, work stoppage, labor dispute or union organizing activity or any similar activity or dispute. There are no actions, suits, claims, labor disputes or grievances pending or, to the knowledge Knowledge of the Company, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Company Acquired Corporation Employee, including, without limitation, including charges of unfair labor practices or discrimination complaints. (H) None of the current or former independent contractors of any of the Company Entities who has worked for the Company Entities on or after January 1, 2000, could properly be reclassified as an employee. There are not, and at no time since January 1, 2000 have been, any independent contractors who have provided services to any of the Company Entities or any Company Affiliate for a period of six consecutive months or longer. Since January 1, 2000, none of the Company Entities has ever had any temporary or leased employees, other than temporary employees provided through temporary agencies that were used no more than two consecutive business weeks or for more than 30 total days. No independent contractor of the Company is eligible to participate in any Company Employee Plan. (Ih) Part 2.17(i2.15(h) of the Company Disclosure Schedule contains an accurate and complete list as of the date hereof of each Company Acquired Corporation Employee Plan and each Company Acquired Corporation Employee Agreement. None Except as set forth in Part 2.15(h) of the Company Entities Disclosure Schedule, none of the Acquired Corporations intends nor have any of them or has agreed or committed to (i) establish or enter into any new Company Acquired Corporation Employee Plan or Company Acquired Corporation Employee Agreement, or to modify any Company Employee Plan or Company Employee Agreement (except to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable Legal Requirements, in each case as previously disclosed to Parent in writing or as required by this Agreement). (J) The Company has made available to Parent: (i) correct and complete copies of all documents setting forth the terms of each Company Employee Plan and each Company Employee Agreement, including all amendments thereto and all related trust documents; (ii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iii) if the Company Employee Plan is subject to the minimum funding standards of Section 302 of ERISA, the most recent annual and periodic accounting of Company Employee Plan assets; (iv) the most recent summary plan description together with the summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (v) all material written Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all written materials provided to modify any Company Employee relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events that would result in any liability to any of the Company Entities or any Company Affiliate that would cause the Company Entities to incur a material liability that is not accrued on the Company Unaudited Interim Balance Sheet; (vii) all correspondence to or from any Governmental Body relating to any Company Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies in the possession of any of the Company Entities or any Company Affiliate pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests required under the Code for each Company Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years; and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan intended to be qualified under Section 401(a) of the Code. (K) Each of the Company Entities and Company Affiliates have performed all obligations required to be performed by them under each Company Employee Plan and are not in default or violation of, and the Company does not have knowledge of any default or violation by any other party to, the terms of any Company Employee Plan, and each Company Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable Legal Requirements, including ERISA and the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code has obtained a favorable determination letter (or opinion letter, if applicable) as to its qualified status under the Code. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Employee Plan. There are no claims or Proceedings pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits), against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any Company Employee Plan to be terminated prior to the Closing in accordance with this Agreement) can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Parent, the Company Entities or any Company Affiliate (other than ordinary administration expenses). There are no audits, inquiries or Proceedings pending or, to the knowledge of the Company, threatened by the IRS, DOL, or any other Governmental Body with respect to any Company Employee Plan. None of the Company Entities nor any Company Affiliate has ever incurred any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each of the Company Entities and Company Affiliates have made all contributions and other payments required by and due under the terms of each Company Employee Plan. (L) None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in, or contributed to any: (i) Company Pension Plan subject to Title IV of ERISA; or (ii) "multiemployer plan" within the meaning of Section (3)(37) of ERISA. None of the Company Entities nor any Company Affiliate has ever maintained, established, sponsored, participated in or contributed to, any Company Pension Plan in which stock of any of the Company Entities or any Company Affiliate is or was held as a plan asset. The Company Entities have no, and have never had, any Foreign Plan. (M) Except as disclosed in Part 2.17(m) of the Company Disclosure Schedule, no Company Employee Plan provides (except at no cost to the Company Entities or any Company Affiliate), or reflects or represents any liability of any of the Company Entities or any Company Affiliate to provide, retiree life insurance, retiree health benefits or other retiree employee welfare benefits to any Person for any reason, except as may be required by COBRA or other applicable Legal Requirements. Other than commitments made that involve no future costs to any of the Company Entities or any Company Affiliate, none of the Company Entities nor any Company Affiliate has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) or any other Person that such Company Employee(s) or other person would be provided with retiree life insurance, retiree health benefit or other retiree employee welfare benefits, except to the extent required by applicable Legal Requirements. (N) Except as set forth in Part 2.17(n) of the Company Disclosure Schedule, and except as expressly required or provided by this Agreement, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result (either alone or in connection with any other circumstance or event) 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 Company Employee. (O) Except as set forth in Part 2.17(o) of the Company Disclosure Schedule, each of the Company Entities and Company Affiliates: (i) are, and at all times have been, in substantial compliance with all applicable Legal Requirements respecting employment, employment practices, terms and conditions of employment and wages and hours, in each case, with respect to Company Employees, including the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of HIPAA and any similar provisions of state law; (ii) have withheld and reported all amounts required by applicable Legal Requirements or by Contract to be withheld and reported with respect to wages, salaries and other payments to Company Employees; (iii) are not liable for any arrears of wages or any taxes or any penalty for failure to comply with the Legal Requirements applicable of the foregoing; and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Body with respect to unemployment compensation benefits, social security or other benefits or obligations for Company Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending or, to the knowledge of the Company, threatened or reasonably anticipated claims or Proceedings against any of the Company Entities or any Company Affiliate under any worker's compensation policy or long-term disability policy. (P) To the knowledge of the Company, no stockholder nor any Company Employee is obligated under any Contract or subject to any judgment, decree, or order of any court or other Governmental Body that would interfere with such Person's efforts to promote the interests of the Company Entities or that would interfere with the businesses of the Company Entities or any Company Affiliate. Neither the execution nor the delivery of this Agreement, nor the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted nor any activity of such stockholder or Company Employees in connection with the carrying on of the business of the Company Entities or any Company Affiliate as presently conducted will, to the knowledge of the Company, conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default under, any Contract under which any of such stockholders or Company Employees is now bound.Acquired