Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.105.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY PARENT EMPLOYEE PLANS") which could result in any liability of the Company Parent or any of its Subsidiaries; (ii) all Company Parent Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") IRS or Secretary of the Treasury), and the Company Parent and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Parent Employee Plans; (iii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Parent Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company Parent or any of its Subsidiaries; and (vii) neither the Company Parent nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 2.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any Parent Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any material all employee welfare plans (as defined in Section 3(1) of ERISA), or any material and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employee, officer or consultant (collectivelyor any of their beneficiaries) of Parent or any other entity (whether or not incorporated) which is a member of a controlled group including Parent or which is under common control with Parent (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISA, or any subsidiary of Parent, as well as each plan with respect to which Parent or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "COMPANY EMPLOYEE PLANSEmployee Plans") which could result ). There have been made available or will be made available as promptly as practicable, but in any liability event no later than 20 business days after the date hereof to the Company copies of (i) each such written Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, summaries of material modifications and communications distributed to plan participants since the date of the Company or any of its Subsidiaries; most recent summary plan descriptions, (ii) all Company Employee Plans are in compliance in all material respects the three most recent annual reports on Form 5500 series, with the requirements prescribed by any accompanying schedules and all Laws (including ERISA and the Code)attachments, currently in effect filed with respect thereto to each Employee Plan required to make such a filing, (including all applicable requirements iii) the most recent actuarial valuation for notification each Employee Plan subject to participants or Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and Labor with respect to each of its Subsidiaries have performed all material obligations Employee Plan required to be performed by them under, are not in any material respect in default under or violation of, make such filing and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiv) favorable determination letters issued for each Company Employee Plan and related trust that are intended to qualify under satisfy the qualification requirements of Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is (or, if pending, a copy of the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair application for such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to ). For purposes of this Section 412 of 2.11, the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) term "material," when used with respect to each Company (i) any Employee Plan, no "reportable event" within shall mean that Parent or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the meaning of Section 4043 of Parent or an ERISA (excluding any such event for which the 30-day notice requirement Affiliate has been waived under the regulations to Section 4043 of ERISA) nor any event described incurred or may incur obligations in Section 4062an amount exceeding $1,000,000, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) one such or series of ERISA that has resulted inrelated liabilities, obligations, breaches, defaults, violations or could reasonably be expected to result in, any withdrawal liability for the Company or any instances of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebynon-compliance.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (a) The Company Schedule lists (i) there has been no "prohibited transaction," all employee benefit plans (as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA")) and that is maintained or sponsored by the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 4975 414 of the Code, with respect or any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to any employee pension plans (provide benefits, other than salary, as defined in Section 3(2) of ERISAcompensation for services rendered, any material employee welfare plans (as defined in Section 3(1) of ERISA)to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any material liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (collectivelyif such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGCPlans"), Internal Revenue Service (excluding former agreements under which the "IRS") or Secretary Company has no remaining obligations and any of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations foregoing that are required to be performed maintained by them under, are not in any material respect in default the Company under or violation of, and have no knowledge the laws of any material default foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or violation by any other party to, any of have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans; (iii) each Company Employee Plan Plans that are intended to qualify under Section meet the requirements of 401(a) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and each trust intended to qualify under Section 501(a) the knowledge of the Code is Company, the subject of a favorable determination letter from the IRSCompany has never maintained or contributed, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee other Qualified Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10Section 2.5 of the Disclosure Schedule, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANSCompany Employee Plans") ), which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in (a) Section --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i4.11(a) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any all material employee welfare plans (as defined in Section 3(1) of ERISA), or any and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer or consultant (collectively, the "COMPANY EMPLOYEE PLANS"or any of their beneficiaries) which could result in any liability of the Company or any other entity (whether or not incorporated) which is a member of its Subsidiaries; a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the Company (together, the "Employee Plans"). None of the Employee Plans is subject to Title IV of ERISA, and neither the Company nor any ERISA affiliate has any liability (whether actual or contingent) with respect to any employee pension plan under Section 4069 or 4212(c) of ERISA or Section 412 of the Code. There have been made available to Parent copies of (i) each such written Employee Plan and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications and communications distributed to plan participants, (ii) all Company Employee Plans are in compliance in all material respects the three most recent annual reports on Form 5500 series, with the requirements prescribed by any accompanying schedules and all Laws (including ERISA and the Code)attachments, currently in effect filed with respect thereto to each Employee Plan required to make such a filing, (including all applicable requirements for notification to participants or iii) the latest reports which have been filed with the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and Labor with respect to each of its Subsidiaries have performed all material obligations Employee Plan required to be performed by them under, are not in any material respect in default under or violation of, make such filing and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) favorable determination letters issued for each Company Employee Plan and related trust that are intended to qualify under satisfy the qualification requirements of Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is (or, if pending, a copy of the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair application for such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to ). For purposes of this Section 412 of 4.11, the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) term "material," when used with respect to each Company (i) any Employee Plan, no "reportable event" within shall mean that the meaning of Section 4043 of Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $100,000 with respect to such Employee Plan, and (excluding ii) any such event for which liability, obligation, breach or non-compliance, shall mean that the 30-day notice requirement Company or an ERISA Affiliate has been waived under the regulations to Section 4043 of ERISA) nor any event described incurred or may incur obligations in Section 4062an amount exceeding $50,000, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) one such or series of ERISA that has resulted inrelated liabilities, obligations, breaches, defaults, violations or could reasonably be expected to result in, any withdrawal liability for the Company or any instances of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebynon-compliance.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) The COMPANY SCHEDULE lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA")) and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (collectively, the "COMPANY EMPLOYEE PLANS"whether or not incorporated) which could result in any liability is a member of a controlled group including the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects which is under common control with the requirements prescribed by any and all Laws Company (including an "ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRSAFFILIATE") or Secretary within the meaning of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 414 of the Code, or any Subsidiary of the terms Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "EMPLOYEE PLANS"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any Company foreign jurisdiction. With respect to each Employee Plan, as applicable, a copy of (i) each such written Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), together with all amendments, trust agreements, insurance policies and service agreements; (ii) the three most recently filed Forms 5500 or 5500 C/R and any collective bargaining agreement, have been made on or before their due datesfinancial statements attached thereto; (iii) the most recent IRS determination letter; (iv) the most recent summary plan description; (v) all reports submitted within the preceding three years by third-party administrators, actuaries, investment managers, consultants, or other independent contractors, has been furnished to Parent and (vi) with respect to each Company Employee PlanPlan under which health benefits are provided, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments statement as to the PBGC, actual and contributions not in default contingent labilities of each such plan to the respective plans, arising in the ordinary course), (viii) none of the Company extent that no insurance or any of its Subsidiaries is a party trust fund assets are available to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyprovide such benefits.

Employee Benefit Plans; Employment Agreements. (a) Schedule 3.14(a) sets forth a true and complete list of all employee benefit plans (as defined in Section 3(3) of ERISA) and any other bonus, stock option, stock right, stock appreciation right, stock purchase, incentive compensation, deferred compensation, supplemental retirement, severance, salary continuation, death benefit, hospitalization, medical, dental, vision, life insurance, disability, tuition, education or legal assistance, dependent care assistance, day care, cafeteria, and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise (i) which are for the benefit of, or relating to, any employee of VMARK, any trade or business (whether or not incorporated) which is or was a member of a controlled group including VMARK or which is under common control with VMARK within the meaning of Section 414 of the Code (each a "VMARK ERISA Affiliate"), or any subsidiary of VMARK, (ii) which are currently maintained, administered, or contributed to by VMARK or any VMARK ERISA Affiliate, or (iii) under which VMARK or any VMARK ERISA Affiliate has any present or future obligations (including each plan with respect to which VMARK or a VMARK ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "VMARK Employee Plans"), excluding agreements with former employees under which VMARK and its subsidiaries have no remaining obligations. A true and complete copy of each such written VMARK Employee Plan that covers employees or former employees of VMARK, including each amendment thereto and any trust agreement, insurance I-21 30 contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such VMARK Employee Plan, has been delivered to UNIDATA. In addition, with respect to each such VMARK Employee Plan which is an employee benefit plan as defined in Section 3(3) of ERISA, VMARK has delivered to UNIDATA the three most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and all other material employee communications with respect to each such employee benefit plan. (b) Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, on Schedule 3.14(b). (i) none of the VMARK Employee Plans (A) promises or provides (or previously promised or provided) retiree medical or other retiree welfare benefits to any person, except as required in Section 4980B of the Code (nor has VMARK or any VMARK ERISA Affiliate ever maintained such a plan), (B) is subject to Title IV of ERISA or the funding requirements of Section 412 of the Code, or (C) is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) to VMARK's knowledge, there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Employee Retirement Income Security Act Code (other than any such transaction which is exempt under Section 408 of 1975, as amended ("ERISA") and Section ERISA or 4975 of the Code, respectively), with respect to any employee pension plans (as defined VMARK Employee Plan, which could result, directly or indirectly, in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) liability of ERISA), VMARK or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its SubsidiariesVMARK ERISA Affiliate; (iiiii) all Company VMARK Employee Plans are that cover or have covered employees or former employees of VMARK have been maintained and operated, and currently are, in compliance in all material respects with their terms, the requirements prescribed by any and all Laws applicable laws (including ERISA and the Code), currently orders, or governmental rules and regulations in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)thereto, and VMARK and the Company and each of its Subsidiaries VMARK ERISA Affiliates have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any other party to, any of the Company VMARK Employee Plans; (iiiiv) each Company VMARK Employee Plan that covers or has covered employees or former employees of VMARK and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such VMARK Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and a copy of which has been delivered to UNIDATA, and, to the knowledge of VMARK, nothing has occurred which may reasonably be expected to impair such determinationdetermination or otherwise adversely affect the tax-qualified status of such VMARK Employee Plan; (ivv) VMARK and the VMARK ERISA Affiliates have made full and timely payment of all contributions amounts required to be made to any Company contributed under the terms of each VMARK Employee Plan and applicable law or required to be paid as expenses under such VMARK Employee Plan; (vi) there has been no amendment to, written interpretation of or announcement (whether or not written) by VMARK or any of its VMARK ERISA Affiliates relating to, or change in employee participation, coverage or benefits under, any VMARK Employee Plan that covers or had covered employees or former employees of VMARK that would increase materially the expense of maintaining such VMARK Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof; (vii) there is no contract, agreement, plan or arrangement covering any employee, former employee, director or agent of VMARK or any VMARK ERISA Affiliate that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 412 280G of the Code; (viii) no employee, former employee, director or agent of VMARK will become entitled to any bonus, retirement, severance or similar benefit or enhanced or accelerated benefit as a result of the I-22 31 transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events); (ix) there is no suit, action, dispute, claim, arbitration or legal, administrative, or other proceeding or governmental investigation pending, or, to the best knowledge of VMARK, threatened, alleging any breach of the terms of any Company VMARK Employee Plan or of any collective bargaining agreement, have been made on fiduciary duties thereunder or before their due datesviolation of any applicable law with respect to any such VMARK Employee Plan; (vx) with respect to each Company any VMARK Employee PlanPlan that is self-funded (in whole or in part), no material claims have been made that have not yet been paid and, to the best knowledge of VMARK, no injury, sickness, or other medical condition has been incurred with respect to which material claims may be made pursuant to such VMARK Employee Plan (such disclosure to include the amount thereof); (xi) VMARK does not maintain or have any obligation to contribute to any "reportable eventvoluntary employees' beneficiary association" (within the meaning of Section 501(c)(9) of the Code) or to any "group health plan," within the meaning of Section 4043 5001(b)(1) of the Code, that is funded by any method other than by VMARK's purchase of one or more insurance contracts; (xii) since January 1, 1980, neither VMARK nor any VMARK ERISA (excluding Affiliate has made or been obligated to make any such event for contributions, or has otherwise participated in, any employee benefit plan which the 30-day notice requirement has been waived is a multiemployer plan as defined under the regulations to Section 4043 3(37) or Section 4001(a)(3) of ERISA. (c) nor any event described in Section 4062Schedule 3.14(c) sets forth a true and complete list of each outstanding option to purchase VMARK Common Stock as of the date hereof, 4063 together with the identity of the holder of such option, the number of shares of VMARK Common Stock subject to such option, the date of grant of such option, the extent to which such option is or 4041 will become vested, the option price of ERISA has occurred; such option (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan the extent determined as of the date hereof), whether such option is intended to qualify as an ISO within the meaning set forth in of Section 3(37422(b) of ERISA that the Code, and the expiration date of such option. Schedule 3.14(c) also sets forth the total number of such ISOs and such nonqualified options. (d) VMARK has resulted in, or could reasonably be expected to result in, any withdrawal liability made available for the Company or any review by UNIDATA and its representatives and Schedule 3.14(d) sets forth a list of its Subsidiaries(i) true and complete copies of all employment agreements with officers and Directors of VMARK; (viiii) neither the Company nor any true and complete copies of all agreements with consultants where VMARK has obligations to make annual cash payments in an amount exceeding $25,000; (iii) a schedule listing all officers of VMARK who have executed a non-competition agreement with VMARK; (iv) true and complete copies of all severance agreements, programs and policies of VMARK with or relating to its Subsidiaries has incurredemployees, or reasonably expects excluding programs and policies required to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreementbe maintained by law; and (ixv) none true and complete copies of the Company all plans, programs, agreements and other arrangements of VMARK with or any of its Subsidiaries is or will be liable for any severance or other payments relating to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebywhich contain change in control provisions. Section 3.15.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) Section 2.1 l (a) of the Company Disclosure Schedule lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA)), or any material regardless of whether ERISA is applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (collectivelywhether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of the Company, to which the Company, an ERISA Affiliate, or any subsidiary is a party, with respect to which the Company, an ERISA Affiliate, or any subsidiary has or could have any material obligation, as well as each plan with respect to which the Company or an ERISA Affiliate could incur any material liability if such plan has been or were terminated (together, the "COMPANY EMPLOYEE PLANSEmployee Plans"), and a copy of each such written Employee Plan has been made available to Parent. (b) Except as set forth in Section 2.11 (b) of the Company Disclosure Schedule, (i) none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its Subsidiariessubsidiaries; (iiiii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA statutes, orders, or governmental rules and the Code), regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)thereto, and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vvi) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30-) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries ERISA Affiliate has 9 14 incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, Pension Benefit Guaranty Corporation arising in the ordinary course). (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority, has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause the appropriate governmental agency or authority to revoke, such qualification, registration or approval. (viiid) none All contributions (including premiums) required by law or contract to have been made or approved by the Company under or with respect to Employee Plans have been paid or accrued by the Company. Except as disclosed in Section 2.11(d) of the Company Disclosure Schedule, without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the knowledge of the Company, threatened investigations, litigation or other enforcement actions against the Company with respect to any of the Employee Plans. (f) There are no actions, suits or claims pending or, to the knowledge of the Company, threatened by former or present employees of the Company (or their beneficiaries) with respect to Employee Plans or the assets or fiduciaries thereof (other than routine claims for benefits). (g) To the Company's knowledge, no condition or event has occurred with respect to the Employee Plans which has or could reasonably be expected to result in a material liability to the Company. (h) Section 2.11(h) of the Company Disclosure Schedule sets forth as of August 26, 1995 a true and complete list of each current or former employee, officer or director of the Company or any of its Subsidiaries is a party subsidiaries who holds any option to any employment, consulting or similar agreement; and (ix) none purchase Company Common Stock as of the date hereof, together with the number of shares of Company or any Common Stock subject to such option, the date of its Subsidiaries grant of such option, the extent to which such option is vested (or will be liable for any severance become vested within six months of the date hereof, or other payments to any of its employees as a result of this Agreement or the consummation Merger), the option price of such option (to the extent determined as of the transactions contemplated herebydate hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and the expiration date of such option. Section 2.11(h) of the Company Disclosure Schedule also sets forth the total number of such ISOs and such nonqualified options. (i) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $100,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or descriptions) of all severance agreements, programs and policies of the Company with or relative to its employees, excluding programs and policies required to be maintained by law; (v) copies of all plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change in control provisions; and (vi) the form of standard employment agreement, if any, of the Company for its non-executive employees. The Company has provided to Parent a complete list of (i) all salary increases for each officer of the Company for the fiscal year 1996 and (ii) all bonus amounts earned by each officer of the Company for fiscal year 1995. SECTION 2.12.

Employee Benefit Plans; Employment Agreements. Except in (a) Schedule --------------------------------------------- each case as set 4.11(a) sets forth in SCHEDULE 4.10, a true and complete list of all the following: (i) there has been no each "prohibited transactionemployee benefit plan," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 1975, as amended 1974 ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") pursuant to which could result in any liability of the Company or any of its Subsidiaries; Subsidiaries has (iiA) all Company Employee Plans are in compliance in all any material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect liability with respect thereto to current or former employees, agents, directors, or independent contractors of the Company or its Subsidiaries (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRSCompany Employees") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required (B) any obligation to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none issue capital stock of the Company or any of its Subsidiaries is (each, a party to any employment"Company Employee Plan"), consulting and (ii) each other foreign or domestic plan, program, policy, contract, arrangement or scheme providing for bonuses, pensions, deferred pay, stock or stock related awards, severance pay, salary continuation or similar agreement; benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any Company Employees or any beneficiaries or dependents of any Company Employees (other than directors' and officers' liability policies), whether or not insured or funded, (ixA) none of pursuant to which the Company or any of its Subsidiaries is has any material liability or will be liable for any (B) constituting an employment, severance or other payments to termination agreement or arrangement with any of its employees as a result of this Agreement officer or the consummation director of the transactions contemplated herebyCompany or any Subsidiary (each, a "Company Benefit Arrangement"). The Company has provided to Parent with respect to each Company Employee Plan and Company Benefit Arrangement: (i) a true and complete copy of all written documents comprising such Company Employee Plan or Company Benefit Arrangement (including amendments and forms of individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of such Company Employee Plan or Company Benefit Arrangement; (ii) the most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination letter, if any.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10Section 2.11 of the Company Disclosure Schedule, (i) there neither the Company nor any subsidiary has been engaged in, and to their knowledge, no "other person has engaged in any transaction prohibited transaction," as such term is defined in by Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") ERISA and Section 4975 of the Code, with respect to Code which could result in any material liability of the Company or any of its subsidiaries; (ii) all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material ) and bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANSCompany Employee Plans") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), ) currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and to the knowledge of the Company and its subsidiaries, nothing has occurred which may be reasonably be expected to impair such determination; (iv) all contributions required to be made by the Company or its subsidiaries to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates (including any extensions thereof); (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-30- day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no neither the Company nor any subsidiary has engaged in a withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiariessubsidiaries; and (vii) neither the Company nor any of its Subsidiaries subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none . Section 2.11 of the Company or any of its Subsidiaries Disclosure Schedule lists all employment and consulting agreements to which the Company is a party that are in effect on the date hereof. Notwithstanding the foregoing, to the extent any employmentCompany Employee Plan is a multi-employer plan within the meaning of Section 3(37) of ERISA, consulting or similar agreement; the representations contained in clauses (ii), (iii), (v) and (ixvi) none are made only to the knowledge of the Company or any of and its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebysubsidiaries.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10Section 2.11 of the Company Disclosure Schedule, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA), ) or any material bonus, stock option, stock purchase, incentive, deferred compensation, deferred benefits, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANSCompany Plans") ), which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). As of the date of this Agreement, the aggregate amount of cash liabilities (viiithe "Benefit Costs") none for which the Surviving Corporation, the Company and the Company's wholly-owned Subsidiaries will be liable pursuant to all Company Plans (taking into account the effect of the consummation of the Merger and the Asset Disposition and the completion by the Company of the actions set forth in Section 4.3), other than any Severance Costs, will not exceed $36,660,000. Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company or any of its wholly owned Subsidiaries is a party and all Company Plans. The representations and warranties in this Section 2.11 are made only to any employment, consulting or similar agreement; and (ix) none the actual knowledge of the Company or any of to the extent they relate only to CCC and its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebySubsidiaries.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 2.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to Company Disclosure Schedule identifies any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), any material employee welfare plans (as defined in Section 3(1) of ERISA), or and any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANSCompany Employee Plans") which could result in any material liability of the Company or any member of its Subsidiariescontrolled group within the meaning of Section 414(b) and 414(c) of the Code. Except in each case as set forth in Section 2.11 of the Company Disclosure Schedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Company Material Adverse Effect, (i) there has been no breach of fiduciary duty or "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plans; (ii) all Company Employee Plans have been operated in accordance with their terms and are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have has performed all material obligations required to be performed by them it under, are is not in any material respect in default under or violation of, and have has no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter (or where no determination letter is required, a favorable opinion letter) from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, Company Employee Plan will cause or could be reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, cause any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none and no Company Employee subject to Title IV of ERISA has terminated within the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreementpast six years; and (ixvii) none neither the Company nor any member of its controlled group (within the meaning of Section 414(b) or 414(c) of the Company Code) has ever contributed or had any obligation to a "multiemployer plan" or a "multiple employer welfare plan" within the meaning of its Subsidiaries is Sections 3(37)(A) or will be liable for any severance or other payments to any 3(40)(A) of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyERISA.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) The IDRC SCHEDULE lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA)), or any material and all bonus, stock option, stock purchase, incentive, ----- deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectivelyarrangements, written or otherwise, for the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation benefit of, and have no knowledge of any material default or violation by any other party relating to, any current or former employee of the Company Employee Plans; IDRC, any trade or business (iiiwhether or not incorporated) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code which is the subject a member of a favorable determination letter from controlled group including IDRC or which is under common control with IDRC (an "ERISA Affiliate") the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to meaning of Section 412 414 of the Code, or any IDRC --------------- Subsidiary, as well as each plan with respect to which IDRC, an ERISA Affiliate or an IDRC Subsidiary could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the terms "Employee -------- Plans"), excluding Employee Plans under which IDRC has no remaining obligations ----- and any of the foregoing that are maintained by IDRC under the laws of any Company foreign jurisdiction. With respect to each Employee Plan, as applicable, a copy of (i) each such written Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), together with all amendments, trust agreements, insurance policies and service agreements; (ii) the three most recently filed Forms 5500 or 5500 C/R and any collective bargaining agreement, have been made on or before their due datesfinancial statements attached thereto; (iii) the most recent IRS determination letter; (iv) the most recent summary plan description; (v) with respect to each Company Employee Plan, no "reportable event" all reports submitted within the meaning of Section 4043 of ERISA (excluding any such event for which the 30preceding three years by third-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062party administrators, 4063 actuaries, investment managers, consultants, or 4041 of ERISA has occurred; other independent contractors, and (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan all notices that were issued within the meaning set forth in Section 3(37) preceding three years by the IRS, Department of ERISA that has resulted inLabor, the Pension Benefit Guaranty Corporation, or could reasonably be expected any other Governmental Entity have been, or, pursuant to result in, any withdrawal liability for the Company or any of its Subsidiaries; Section (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary coursef), (viii) none of the Company or any of its Subsidiaries is a party will be, provided to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyTeleSpectrum.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) Schedule 2.13(a) sets forth a true and complete list of all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA")) and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material other bonus, stock option, stock right, stock appreciation right, stock purchase, incentiveincentive compensation, deferred compensation, supplemental retirement, severance severance, salary continuation, death benefit, hospitalization, medical, dental, vision, life insurance, disability, tuition, education or legal assistance, dependent care assistance, day care, cafeteria, and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, (collectively, the "COMPANY EMPLOYEE PLANS"i) which could result in any liability of are for the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation benefit of, and have no knowledge of any material default or violation by any other party relating to, any employee of the Company Employee Plans; XXXX.XXX, any trade or business (iiiwhether or not incorporated) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code which is the subject a member of a favorable determination letter from the IRS, and nothing has occurred controlled group including XXXX.XXX or which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) is under common control with respect to each Company Employee Plan, no "reportable event" XXXX.XXX within the meaning of Section 4043 414 of the Code (each an "ERISA Affiliate"), or any subsidiary of XXXX.XXX, (ii) which are currently maintained, administered, or contributed to by XXXX.XXX or any ERISA Affiliate, or (iii) under which XXXX.XXX or any ERISA Affiliate has any present or future obligations (including each plan with respect to which XXXX.XXX or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding agreements with former employees under which XXXX.XXX and its subsidiaries have no remaining obligations. A true and complete copy of each such written Employee Plan, including each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such event for which the 30-day notice requirement Employee Plan, has been waived under the regulations delivered to Section 4043 of ERISA) nor any event described in Section 4062NMS. In addition, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer each Employee Plan which is an employee benefit plan within the meaning set forth as defined in Section 3(373(3) of ERISA that ERISA, XXXX.XXX has resulted indelivered to NMS the three most recently filed Forms 5500, or could reasonably be expected to result inan accurate summary plan description (including any summary of material modifications), any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurredmost recent IRS determination letter, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGCif applicable, and contributions not in default all other material employee communications with respect to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyeach such Employee Plan.

Employee Benefit Plans; Employment Agreements. Except in (a) Schedule --------------------------------------------- each case as set 5.10 sets forth in SCHEDULE 4.10, a true and complete list of all the following: (i) there has been no each "prohibited transactionemployee benefit plan," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(23(3) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, which Parent or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred(A) any material liability with respect to current or former employees, agents, directors, or reasonably expects independent contractors of Parent or its Subsidiaries ("Parent Employees") or (B) any obligation to incur, any liability under Title IV issue capital stock of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company Parent or any of its Subsidiaries is (each, a party to any employment"Parent Employee Plan"), consulting and (ii) each other foreign or domestic plan, program, policy, contract, arrangement or scheme providing for bonuses, pensions, deferred pay, stock or stock related awards, severance pay, salary continuation or similar agreement; benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any Parent Employees or any beneficiaries or dependents of any Parent Company Employees (other than directors' and officers' liability policies), whether or not insured or funded, (ixA) none of the Company pursuant to which Parent or any of its Subsidiaries is has any material liability or will be liable for any (B) constituting an employment, severance or other payments termination agreement or arrangement with any officer or director of Parent or any Subsidiary (each, a "Parent Benefit Arrangement"). Parent has provided to any the Company with respect to each Parent Employee Plan and Parent Benefit Arrangement: (i) a true and complete copy of its employees as a result all written documents comprising such Parent Employee Plan or Parent Benefit Arrangement (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of this Agreement such Parent Employee Plan or Parent Benefit Arrangement; (ii) the consummation of most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the transactions contemplated herebymost recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent Internal Revenue Service determination letter, if any.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) The Company has made available to Parent all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the United States Employee Retirement Income Security Act of 19751974, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA)), or any material regardless of whether ERISA is applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, or medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar material fringe or employee benefit plans, programs or arrangements (collectivelyincluding those sponsored by the federal or any provincial government of Canada, collectively "Government Sponsored or Mandated Plans") and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability if such plan has been or were terminated (together, the "COMPANY EMPLOYEE PLANSEmployee Plans"), and a copy of each such written Employee Plan has been made available to Parent. (b) (i) Except as set forth in Schedule 2.10(b) of the Company Disclosure Schedule, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its Subsidiariessubsidiaries; (iiiii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA statutes, orders, or governmental rules and the Code), regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)thereto, and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the United States Internal Revenue Service (the "IRS"), and so far as the Company is aware nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the CodePlan, or under the terms of any Company the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vvi) with respect to each Company Employee PlanPlan subject to Title IV of ERISA, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30-) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries ERISA Affiliate has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, United States Pension Benefit Guaranty Corporation arising in the ordinary course). (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority if required to obtain such qualification, registration or approval, and, to the Company's knowledge, nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate governmental agency or authority to revoke such qualification, registration or approval. (viiid) none All contributions (including premiums) required by law or contract to have been made or approved by the Company under or with respect to the Employee Plans have been paid or accrued by the Company, except as would not have a Material Adverse Effect. Without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the Company's knowledge, threatened investigations, litigation or other enforcement actions against the Company with respect to any of the Employee Plans. (f) There are no actions, suits or claims pending or, to the knowledge of the Company, threatened by former or present employees of the Company (or any of its Subsidiaries is a party their beneficiaries) with respect to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement Employee Plans or the consummation of the transactions contemplated hereby.assets or fiduciaries thereof (other than routine claims for benefits). 8

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10Section 2.11 of the Company Disclosure Schedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Material Adverse Effect, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") ERISA and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") ), which could result in any liability of the Company or any of its Subsidiariessubsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiariessubsidiaries; and (vii) neither the Company nor any of its Subsidiaries subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 3.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of ERISA), any material all employee welfare benefit plans (as defined in Section 3(1) of ERISA), or any material and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer, director or consultant (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; their beneficiaries) of Parent or any entity (iiwhether or not incorporated) all Company Employee Plans are in compliance in all material respects which is a member of a controlled group including Parent or which is under common control with Parent within the requirements prescribed by any and all Laws (including ERISA and the Codemeaning of Sections 414(b), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"c), Internal Revenue Service (the "IRS"m) or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(ao) of the Code and each trust intended to qualify under or Section 501(a4001(a) (14) or (b) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; ERISA (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code"Parent ERISA Affiliate"), or the terms any subsidiary of any Company Employee Plan or any collective bargaining agreementParent, have been made on or before their due dates; (v) as well as each plan with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of which Parent or a Parent ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or Affiliate could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any incur liability under Title IV of ERISA or Section 412 of the Code (other than liability together for premium payments the purposes of this Section 3.11, the "Employee Plans"). Prior to the PBGCdate of this Agreement, Parent has made available to the Company copies of (i) each such written Employee Plan (or a written description of any Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA, (iv) the latest reports which have been filed with the Department of Labor with respect to each Employee Plan required to make such filing and (v) the most recent favorable determination letters issued for each Employee Plan and related trust which is subject to Parts 1, 2 and 4 of the Subtitle B of Title I of ERISA (and, if an application for such determination is pending, a copy of the application for such determination). For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that Parent or a Parent ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and contributions not (ii) any liability, obligation, breach or non-compliance, shall mean that Parent or a Parent ERISA Affiliate has incurred or may incur obligations in default to the respective plansan amount exceeding $3,000,000, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party with respect to any employmentone such or series of related liabilities, consulting obligations, breaches, defaults, violations or similar agreement; and (ix) none instances of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebynon-compliance.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 3.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any Parent Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of ERISA), any material all employee welfare benefit plans (as defined in Section 3(1) of ERISA), or any material ) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any employment, executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer or consultant (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; their beneficiaries) of Parent or any other entity (iiwhether or not incorporated) all Company Employee Plans are in compliance in all material respects which is a member of a controlled group including Parent or which is under common control with the requirements prescribed by any and all Laws Parent (including an "ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRSAffiliate") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 414(b), (c), (m) or (o) of ERISA the Code or Section 4001(a) (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 14) or (b) of ERISA) nor , or any event described in Section 4062subsidiary of Parent, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred as well as each plan with respect to any multiemployer plan within the meaning set forth in Section 3(37) of which Parent or an ERISA that has resulted in, or Affiliate could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any incur liability under Title IV of ERISA or Section 412 of the Code (other than liability together for premium payments the purposes of this Section 5.11, the "Employee Plans"). Prior to the PBGCdate of this Agreement, the Parent has provided to the Company copies of (i) each such written Employee Plan or a written description of any Employee Plan which is not written and all related trust agreements, insurance and other contracts (including policies), summary plan descriptions, summaries of material modifications and communications distributed to plan participants, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and contributions not in default (iii) the most recent actuarial valuation for each Employee Plan subject to the respective plans, arising in the ordinary course)Title IV of ERISA, (viiiiv) none the latest reports which have been filed with the department of the Company or any of its Subsidiaries is a party Labor with respect to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.each Employee

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 3.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the CodeCompany Disclosure Schedule sets forth a list, with respect to any the Company and the Company Subsidiaries, of the following plans, agreements or arrangements (collectively the “Company Employee Plans”): (i) all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), any material maintained or contributed to by the Company or the Company Subsidiaries on behalf of employees and intended to qualify under Section 401(a) of the Internal Revenue Code of 1986 as amended (the “Code”); (ii) all employee welfare plans (as defined in Section 3(1) of ERISA)) maintained or contributed to by the Company or the Company Subsidiaries on behalf of employees; (iii) all other stock option or stock purchase arrangements with employees not set forth in Section 3.03 of the Company Disclosure Schedule; (iv) all other employment, or any material bonus, stock option, stock purchase, incentive, deferred executive compensation, supplemental retirementconsulting or severance agreements, severance and other similar fringe written or employee benefit plansotherwise, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANS") which could result in any liability of between the Company or any of its Subsidiaries; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury), and the Company Subsidiaries and each any individual who is an employee of its Subsidiaries have performed all material obligations required or consultant to be performed by them under, are not in any material respect in default under the Company or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee PlansSubsidiaries where the aggregate amount of expense during the last fiscal year or the aggregate amount of payments in any future one year period exceeds $25,000; and (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Codeother pension, excess benefit, bonus, incentive or the terms of any Company Employee Plan or any collective bargaining agreement, deferred compensation arrangements with employees. There have been made available to Acquirer copies of (i) each such written Company Employee Plan, (ii) the most recent annual report on or before their due dates; (v) Form 5500, with accompanying schedules and attachments, filed with respect to each Company Employee PlanPlan required to make such a filing, no "reportable event" within and (iii) the meaning of Section 4043 of ERISA (excluding any such event most recent actuarial valuation for which the 30-day notice requirement has been waived under the regulations each Company Employee Plan subject to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyERISA.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) The Company's Disclosure Schedule lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA")) and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA), or any material all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (collectivelywhether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "COMPANY EMPLOYEE PLANSEmployee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") and (ii) each such written Employee Plan (other than those referred to in Section 4(b)(4) of ERISA). (b) (i) None of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no "prohibited transaction", as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Employee Plan, which could result in any liability of the Company or any of its SubsidiariesMaterial Adverse Effect; (iiiii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") IRS or Secretary of the Treasury), and the Company and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vvi) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30-) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries ERISA Affiliate has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, Pension Benefit Guaranty Corporation arising in the ordinary course). (c) The Company's Disclosure Schedule sets forth a true and complete list, (viii) none as of the date of this Agreement, of each current or former employee, officer or director of the Company or any of its Subsidiaries subsidiaries who holds any option to purchase Company Common Stock as of the date hereof (collectively, the "Stock Options"), together with the number of shares of Company Common Stock which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested within six months from the date hereof, or as a party result of, the Merger), the option price of such option (to any employmentthe extent 8 10 determined as of the date hereof), consulting whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and the expiration date of such option. The Company's Disclosure Schedule also sets forth the total number of such ISOs and such nonqualified options. The Company has furnished Parent with complete copies of the plans (collectively, the "Option Plans") pursuant to which the Stock Options were issued. (d) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $250,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or similar agreementdescriptions) of all severance agreements, programs and policies of the Company with or relating to its employees, except programs and policies required to be maintained by law; and (ixv) none copies of all plans, programs, agreements and other arrangements of the Company with or any of its Subsidiaries is or will be liable for any severance or other payments relating to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebywhich contain change in control provisions. SECTION 2.17.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) Section 2.1 l (a) of the Company Disclosure Schedule lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA)), or any material regardless of whether ERISA is applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (collectivelywhether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any subsidiary of the Company, to which the Company, an ERISA Affiliate, or any subsidiary is a party, with respect to which the Company, an ERISA Affiliate, or any subsidiary has or could have any material obligation, as well as each plan with respect to which the Company or an ERISA Affiliate could incur any material liability if such plan has been or were terminated (together, the "COMPANY EMPLOYEE PLANSEmployee Plans"), and a copy of each such written Employee Plan has been made available to Parent. (b) Except as set forth in Section 2.11 (b) of the Company Disclosure Schedule, (i) none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its Subsidiariessubsidiaries; (iiiii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA statutes, orders, or governmental rules and the Code), regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)thereto, and the Company and each 9 14 of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iiiiv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vvi) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30-) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company nor any of its Subsidiaries ERISA Affiliate has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, Pension Benefit Guaranty Corporation arising in the ordinary course). (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority, has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause the appropriate governmental agency or authority to revoke, such qualification, registration or approval. (viiid) none All contributions (including premiums) required by law or contract to have been made or approved by the Company under or with respect to Employee Plans have been paid or accrued by the Company. Except as disclosed in Section 2.11(d) of the Company Disclosure Schedule, without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the knowledge of the Company, threatened investigations, litigation or other enforcement actions against the Company with respect to any of the Employee Plans. (f) There are no actions, suits or claims pending or, to the knowledge of the Company, threatened by former or present employees of the Company (or their beneficiaries) with respect to Employee Plans or the assets or fiduciaries thereof (other than routine claims for benefits). (g) To the Company's knowledge, no condition or event has occurred with respect to the Employee Plans which has or could reasonably be expected to result in a material liability to the Company. (h) Section 2.11(h) of the Company Disclosure Schedule sets forth as of August 26, 1995 a true and complete list of each current or former employee, officer or director of the Company or any of its Subsidiaries is a party subsidiaries who holds any option to any employment, consulting or similar agreement; and (ix) none purchase Company Common Stock as of the date hereof, together with the number of shares of Company or any Common Stock subject to such option, the date of its Subsidiaries grant of such option, the extent to which such option is vested (or will be liable for any severance become vested within six months of the date hereof, or other payments to any of its employees as a result of this Agreement or the consummation Merger), the option price of such option (to the extent determined as of the transactions contemplated herebydate hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and the expiration date of such option. Section 2.11(h) of the Company Disclosure Schedule also sets forth the total number of such ISOs and such nonqualified options. (i) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $100,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or descriptions) of all severance agreements, programs and policies of the Company with or relative to its employees, excluding programs and policies required to be maintained by law; (v) copies of all plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change in control provisions; and (vi) the form of standard employment agreement, if any, of the Company for its non-executive employees. The Company has provided to Parent a complete list of (i) all 10 15 salary increases for each officer of the Company for the fiscal year 1996 and (ii) all bonus amounts earned by each officer of the Company for fiscal year 1995. SECTION 2.12.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case (a) Section 3.11(a) of the Company Disclosure Schedule lists all employee benefit plans (as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3(3) of the Employee Retirement Income Security Act of 19751974, as amended ("ERISA") and Section 4975 of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA, any material employee welfare plans (as defined in Section 3(1) of ERISA)), or any material all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar material fringe or employee benefit plans, programs or arrangements (collectivelyarrangements, and any current or former employment or executive compensation or severance agreements, regardless of whether ERISA is applicable thereto, for the "COMPANY EMPLOYEE PLANS") which could result in benefit of, or relating to, any liability employee or former employee of the Company or any trade or business (whether or not incorporated) which is a member of its Subsidiariesa controlled group including the Company or which is under common control with the Company (an "ERISA AFFILIATE") within the meaning of Section 414 of the Code (the "EMPLOYEE PLANS"), and a copy of each such written Employee Plan has been made available to Parent (other than Foreign Employee Plans (as defined herein), which shall be made available to the Parent prior to the Effective Time to the extent practicable). (b) Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, and except as any inaccuracy in the following statements, individually or in the aggregate, would not have a Material Adverse Effect on the Company, (i) none of the Employee Plans provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) all Company Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA applicable statutes, orders, or governmental rules and the Code), regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)thereto, and the Company and each of its Subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; (vii) neither the Company nor any of its Subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.12

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (i) there has been no "prohibited transaction," as such term is defined in Section 406 3.11 of the Employee Retirement Income Security Act of 1975Parent Disclosure Schedule, as amended ("ERISA") and Section 4975 none of the Code, with respect to any employee pension plans (as defined in Section 3(2) of ERISA), any material employee welfare plans plans, (as defined in Section 3(1) of ERISA), or any material ) and other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, or any employment, executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to Parent, any trade or business (collectivelywhether or not incorporated) which is a member of a controlled group including Parent or which is under common control with Parent (an "ERISA AFFILIATE") within the meaning of Section 414 of the Code, or any subsidiary of Parent, as well as each plan with respect to which Parent or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (all such plans, practices, and programs are referred to herein as the "COMPANY PARENT EMPLOYEE PLANS") promises or provides retiree welfare benefits to any person, and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA and Section 4975 of the Code, with respect to any Parent Employee Plan, which could result in any material liability of the Company Parent or any of its Subsidiariessubsidiaries; (iiiii) all Company Parent Employee Plans are in compliance in all material respects with the requirements prescribed by any and all Laws statutes (including ERISA and the Code), orders, or governmental rules and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC")IRS, Internal Revenue Service (the "IRS") PBGC or Secretary of the Treasury), and the Company Parent and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Parent Employee Plans; (iiiiv) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (ivv) all contributions required to be made to any Company Parent Employee Plan pursuant to Section 412 of the Code, or the terms of any Company the Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vvi) with respect to each Company Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its Subsidiaries; and (vii) neither the Company Parent nor any of its Subsidiaries ERISA Affiliate has incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, PBGC arising in the ordinary course), (viii) none of the Company or any of its Subsidiaries is a party to any employment, consulting or similar agreement; and (ix) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated hereby.

Employee Benefit Plans; Employment Agreements. Except in --------------------------------------------- each case as set forth in SCHEDULE 4.10, (ia) there has been no "prohibited transaction," as such term is defined in Section 406 3.11(a) of the Employee Retirement Income Security Act of 1975, as amended ("ERISA") and Section 4975 of the Code, with respect to Parent Disclosure Schedule identifies any employee pension plans (as defined in Section 3(2) of ERISA), any material employee welfare plans (as defined in Section 3(1) of ERISA), or and any material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements (collectively, the "COMPANY EMPLOYEE PLANSParent Employee Plans") which could result in any material liability of the Company Parent or any member of its Subsidiariescontrolled group within the meaning of Section 414(b) and 414(c) of the Code. Except in each case as set forth in Section 3.11(a) of Parent Disclosure Schedule or where the liability, individually or in the aggregate with respect to the following, does not constitute a Parent Material Adverse Effect, (i) there has been no breach of fiduciary duty or "prohibited transaction," as such term is defined in section 406 of ERISA and Section 4975 of the Code, with respect to any Company Employee Plans; (ii) all Company Parent Employee Plans have been operated in accordance with their terms and are in compliance in all material respects with the requirements prescribed by any and all Laws (including ERISA and the Code), currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of LaborPBGC, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") IRS or Secretary of the Treasury), and the Company Parent and each of its Subsidiaries subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any material default or violation by any other party to, any of the Company Parent Employee Plans; (iii) each Company Parent Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter (or where no determination letter is required, a favorable opinion letter) from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (iv) all contributions required to be made to any Company Parent Employee Plan pursuant to Section 412 of the Code, or the terms of any Company Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (v) with respect to each Company Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30-day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) no withdrawal (including a partial withdrawal) has occurred with respect Parent Employee Plan will cause or be reasonably expected to cause any multiemployer plan within the meaning set forth in Section 3(37) liability under Title IV of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal (other than liability for premium payments to the Company or any of its SubsidiariesPBGC, and contributions not in default to the respective plans, arising in the ordinary course); (vii) neither the Company nor any of its Subsidiaries Parent has not incurred, or nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course), and no Parent Employee subject to Title IV of ERISA has terminated within the past six years; and (viii) none neither Parent nor any member of its controlled group (within the meaning of Section 414(b) or 414(c) of the Company Code) has ever contributed or had any obligation to a "multiemployer plan" or a "multiple employer welfare plan" within the meaning of its Subsidiaries is a party to any employment, consulting Sections 3(37)(A) or similar agreement; and (ix3(40)(A) none of the Company or any of its Subsidiaries is or will be liable for any severance or other payments to any of its employees as a result of this Agreement or the consummation of the transactions contemplated herebyERISA .