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

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of ERISA), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (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 Section 4001 of ERISA, 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 or Section 412 of the Code (together, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent 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, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three 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 (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i) Except as set forth in Section 3.11(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) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company The Company's Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity 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 a "Company ERISA Affiliate") within the meaning of Section section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the CompanyCode, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were was terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Employee Benefit Plans"), excluding former agreements under which the Company has no remaining obligations. There Copies of each of the following, to the extent applicable, have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of with respect to each Benefit Plan: the most recent annual report (iForm 5500) each such written Employee Plan and all related filed with the Internal Revenue Service (the "IRS"), the plan document, the trust agreements, insurance and other contracts (including policies)agreement, the most recent summary plan descriptionsdescription if required by ERISA, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three 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 (iii) the most recent actuarial report or valuation for relating to each Employee Benefit Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 most recent determination letter issued by the IRS with respect to any one such or series Benefit Plan intended to be qualified under section 401 of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancethe Code. (b) With respect to each Benefit Plan, no event has occurred and, to the knowledge of the Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any liability under the terms of such Benefit Plan, ERISA, the Code, or any other applicable law, other than any condition or set of circumstances that could not reasonably be expected to have a Company Material Adverse Effect. (c) Each Benefit Plan intended to be qualified under section 401 of the Code (i) Except as set forth satisfies in Section 3.11(b) form the requirements of such section except to the Company Disclosure Scheduleextent amendments are not required by law to be made until a date after the Effective Time, 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) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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 received a favorable determination letter from the IRSIRS regarding such qualified status, and nothing (iii) has occurred which may not, since receipt of the most recent favorable determination letter, been amended in a way that would adversely affect its qualified status. (d) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any Benefit Plan or its assets that could reasonably be expected to impair such determination; have a Company Material Adverse Effect. (ve) all To the knowledge of the Company, there is no matter pending (other than routine qualification determination filings) with respect to any Benefit Plans before the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation (the "PBGC") or any other governmental authority. (f) All material contributions required to be made with respect to any Employee Plan Benefit Plans pursuant to Section 412 their terms and the provisions of ERISA, the Code, or any other applicable law have been timely made. (g) As to each Benefit Plan subject to Title IV of ERISA, (i) there has been no event or condition which presents a significant risk of plan termination, (ii) no accumulated funding deficiency, whether or not waived, within the terms meaning of Section 302 of ERISA or section 412 of the Employee Plan or any collective bargaining agreementCode has been incurred, have been made on or before their due dates; (viiii) with respect to each Employee Plan, no "reportable event" event within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day disclosure requirements of Regulation section 4043.1 et seq., promulgated by the PBGC, have not been waived) has occurred within six years prior to the date of this Agreement, (iv) no notice requirement of intent to terminate such Benefit Plan has been waived given under the regulations to Section 4043 4041 of ERISA, (v) nor any event described in no proceeding has been instituted under Section 4062, 4063 or 4041 4042 of ERISA to terminate such Benefit Plan, (vi) no liability to the PBGC has occurred; and been incurred (other than with respect to required premium payments), (vii) neither no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, and (viii) the assets of the Benefit Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under the Benefit Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (h) No Benefit Plan provides retiree medical or retiree life insurance benefits to any person. (i) Neither the Company nor any Company ERISA Affiliate contributes or has incurredan obligation to contribute, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments and has not within six years prior to the PBGC arising in date of this Agreement contributed or had an obligation to contribute to, a multiemployer plan within the ordinary course)meaning of Section 3(37) of ERISA. (cj) Section 3.11(c) of the Company The Company's Disclosure Schedule sets forth a true and complete list list, as of the date of this Agreement, of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereofhereof (collectively, the "Company 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 result of, the Merger), the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company The Company's Disclosure Schedule also sets forth the total number of such ISOs, ISOs and such nonqualified options and such other rightsoptions. The Company has furnished Parent with complete copies of the plans (collectively, the "Company Option Plans") pursuant to which the Company Stock Options were issued. (dk) Section 3.11(d) Prior to the 30th day after the date of this Agreement, the Company Disclosure Schedule sets forth a true and complete list of will make available to Parent: (i) copies of all employment agreements with officers of the Company or any of its subsidiariesCompany; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) a schedule listing all officers of Parent or any of its subsidiaries the Company who have executed a non-competition agreement with the Company; (iviii) copies (or descriptions) of all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000employees, except programs and policies required to be maintained by law; and (viv) copies of all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (fl) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries not taken any of the Employee Plans (including following or other similar actions since January 1, 2000: the Company) acceleration of vesting, waiving of performance criteria or the adjustment of awards or any other actions permitted upon a change in control of the Company with respect to whom any of the Company may have liabilityBenefit Plans or any of the plans or other arrangements described in Section 3.13(j).

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity 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 a "COMPANY ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would 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 (togetherall such plans, practices and programs are referred to as the "Employee PlansCOMPANY 14- EMPLOYEE PLANS"). There To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 100,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) None 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 Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any Company ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course), except where the failure of any of the foregoing to be true would not have a Company Material Adverse Effect. (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or 15- indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rightsrights outstanding on the date hereof. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers or employees of the Company or any of its subsidiariessubsidiaries that provide for annual base salaries in excess of $150,000; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000150,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000150,000, except excluding programs and policies required to be maintained by law; and (viv) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in change-in-control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) ), 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, 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 (or any of their beneficiaries) of the Company or any other entity (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 a "Company ERISA Affiliate") within the meaning of Section 414 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, or any subsidiary of the Company, as well as each plan with respect to which the Company or an any Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Code (togethertogether for the purposes of this Section 2.11, the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent GT copies of (i) each such written Company Employee Plan (or a written description of any Company Employee Plan which is not written) and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries along with a summary of material modifications and communications distributed to plan participants, since the most recent summary plan descriptionsthereto, (ii) the three most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes , (iv) all correspondence with the Department of this Section 3.11, the term "material," when used Labor with respect to (i) any each Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, Plan filing and (iiv) any liabilitythe most recent favorable determination letters issued for each Company Employee Plan and related trust which is subject to Parts 1, obligation2 and 4 of Subtitle B of Title I of ERISA (and, breach or non-complianceif an application for such determination is pending, shall mean that a copy of the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one application for such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliancedetermination). (ib) Except as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, (i) none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA, a "multiple employer welfare benefit arrangement" as such term is defined in Section 3(40) of ERISA, or a "multiple employer plan" as such term is defined in Section 413 of the Code; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Company Employee Plan which could subject the Company or any Company ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no the Company, in its role as a fiduciary of any Company Employee Plan Plan, has not breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any Company ERISA Affiliate; (iv) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS") or Secretary of the Treasury), and may by their terms be amended and/or terminated at any time subject to applicable law, and, to the Knowledge of the Company, 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 default or violation by any other party to, any of the Company Employee Plans; (ivv) each Company Employee Plan intended which is subject to qualify under Section 401(a) Parts 1, 2 and 4 of the Code and each trust intended to qualify under Section 501(a) Subtitle B of the Code ERISA is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (vvi) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vivii) 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 or any event described in Section 4062, 4063 or 4041 of ERISA has occurredoccurred for which there is any material outstanding liability to the Company or any Company ERISA Affiliate nor would the consummation of the transaction contemplated hereby (including the execution of this Agreement) constitute a reportable event for which the 30-day requirement has not been waived; and (viiviii) neither the Company nor any Company ERISA Affiliate has incurred, nor incurred or reasonably expects to incur, incur any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, consultant, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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"), whether the Company may be denied a tax deduction with respect to the exercise of such option if it is not an ISO, and the expiration date of such option; and (ii) any shares of Company Common Stock that are restricted; and (iii) any other rightsright, directly or indirectly, to acquire receive Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of any such ISOs, ISOs and any such nonqualified options and other such other rights. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000100,000; (iii) all current agreements with respect to the services of independent contractors who are individuals or leased employees, whether or not they participate in any of the Company Employee Plans obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $100,000; (iv) all officers of Parent the Company or any of its subsidiaries who have executed a non-competition agreement with the CompanyCompany or any of its subsidiaries; (ivv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,00050,000, except excluding programs and policies required to be maintained by law; and (vvi) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees employment, compensation or employee benefits which contain change in control provisions. (e) Except as set forth in Section 3.11(e2.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) Company Employee Plan that is subject to Title IV of the Company Disclosure Schedule ERISA (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the any Defined Benefit Plans Plan which would give rise to a lien on the assets of the Company under Section 4068 of ERISAERISA or otherwise. No Defined Benefit Plan has been a party to a merger, spinoff or transfer of assets or liabilities subject to Section 414(l) of the Code. All the assets of the Defined Benefit Company Employee Plans are readily marketable securities, securities issued by an investment company registered under the Investment Company Act of 1940, or insurance contracts. (f) Except as provided in Section 2.11(f) of the Company Disclosure Schedule, (i) the Company has never maintained an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code) or any other Company Employee Plan that invests in Company stock; (ii) the Company has not proposed nor agreed to any increase in benefits under any Company Employee Plan (or the creation of new benefits) or change in employee coverage which would increase the expense of maintaining any Company Employee Plan; (iii) the consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any employee of the Company or any of its subsidiaries, or accelerate the vesting of any Stock Options granted under the Company Stock Option Plans; or (iv) no person will be entitled to any severance benefits under the terms of any Company Employee Plan solely by reason of the consummation of the transactions contemplated by this Agreement. (g) Each Company Employee Plan covering non-U.S. employees (a "Company International Plan") has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable Laws (including any special provisions relating to registered or qualified plans where such Company International Plan was intended to so qualify) and has been maintained in good standing with applicable regulatory authorities. The fair market value of the assets of each funded Company International Plan (or the liability of each funded Company International Plan funded through insurance) is sufficient to procure or provide for the benefits accrued thereunder through the Closing Date according to the actuarial assumptions and valuations most recently used to determine employer contributions to the Company International Plan. (h) The Company has fiduciary liability insurance of at least $15,000,000 1,000,000 in effect covering the fiduciaries of the certain Company Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Parent Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of ERISA), all material employee welfare plans plans, (as defined in Section 3(1) of ERISA) 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employees of or consultants to Parent, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company Parent or which is under common control with the Company Parent (an a "PARENT ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyParent, as well as each plan with respect to which the Company Parent or an a Parent ERISA Affiliate could would 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 (togetherall such plans, practices, and programs are referred to herein as the "Employee PlansPARENT EMPLOYEE PLANS"). There To the extent requested by the Company, there have been made available or will be made available no later than 20 business days after to the date hereof to Parent Company copies of (i) each such written Parent Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form form 5500 series, with accompanying schedules and attachments, filed with respect to each Parent Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Parent Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, 3.11 (a) the term "material," when , used with respect to (i) any Parent Employee Plan, shall mean that the Company Parent or an a Parent ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 400,000 with respect to such Parent Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) None of the Company Disclosure Schedule, none of the Parent Employee Plans promises or provides retiree medical or other 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 party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Parent Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could would result in any material liability to the Company of Parent or any ERISA Affiliateof its subsidiaries; (iviii) all Parent Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS IRS, PBGC 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 default or violation by any other party to, any of the Parent Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code, or the terms of the Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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 27- described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company Parent nor any Parent ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course), except where the failure of any of the foregoing to be true would not have a Parent Material Adverse Effect. (c) Section 3.11(c) of the Company Parent Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers employees of Parent or any of its subsidiaries who have executed a non-competition agreement with the Companythat provide for annual base salaries in excess of $250,000; (ivii) all severance agreements, programs and policies of the Company or any of its subsidiaries Parent with or relating to its employees in each case with outstanding commitments exceeding $1,000,000250,000, except excluding programs and policies required to be maintained by law; and (viii) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries Parent with or relating to its employees which contain change in change- in-control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a3.11 (a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.113.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000200,000; (iii) all officers of Parent employees of, or consultants to, the Company or any of its subsidiaries who have executed a non-non- competition agreement with the CompanyCompany or any of its subsidiaries; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000300,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) , 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, 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 (or any of their beneficiaries) of the Company or any other entity (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 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, 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) Title IV of ERISA or Section 412 of the Code (togethertogether for the purposes of this Section 2.11, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent 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), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three 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 (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 3.112.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 100,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 50,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(b2.11(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 "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS") or Secretary of the Treasury), and may by their terms be amended and/or terminated at any time subject to applicable law, 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 default or violation by any other party to, any of the Employee Plans; (ivv) each Employee Plan intended which is subject to qualify under Section 401(a) Parts 1, 2 and 4 of the Code and each trust intended to qualify under Section 501(a) Subtitle B of the Code ERISA is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (vvi) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vivii) with respect to each 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 or any event described in Section 4062, 4063 or 4041 of ERISA has occurredoccurred for which there is any material outstanding liability to the Company or any ERISA Affiliate nor would the consummation of the transaction contemplated hereby (including the execution of this agreement) constitute a reportable event for which the 30-day requirement has not been waived; and (viiviii) neither the Company nor any ERISA Affiliate has incurred, nor incurred or reasonably expects to incur, incur any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any shares of Company Common Stock that are restricted; and (iii) any other rightsright, directly or indirectly, to acquire receive Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of any such ISOs, ISOs and any such nonqualified options and other such other rights. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,00050,000; (iii) all agreements with respect to the services of independent contractors or leased employees whether or not they participate in any of the Employee Plans; (iv) all officers of Parent the Company or any of its subsidiaries who have executed a non-competition agreement with the CompanyCompany or any of its subsidiaries; (ivv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000100,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e2.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) Employee Benefit Plan that is subject to Title IV of the Company Disclosure Schedule ERISA (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the any Defined Benefit Plans Plan which would give rise to a lien on the assets of the Company under Section 4068 of ERISAERISA or otherwise. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) Except as provided in Schedule 2.11(f) of the Company Disclosure Schedule, (i) the Company has never maintained an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code) or any other Employee Plan that invests in Company stock; (ii) the Company has not proposed nor agreed to any increase in benefits under any Employee Plan (or the creation of new benefits) or change in employee coverage which would increase the expense of maintaining any Employee Plan; (iii) the consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any employee; (iv) no person will be entitled to any severance benefits under the terms of any Employee Plan solely by reason of the consummation of this transaction contemplated by this Agreement. All actions required to be taken by a fiduciary of any Employee Plan in order to effectuate the transaction contemplated by this Agreement shall comply with the terms of such Plan, ERISA and other applicable laws. All actions required to be taken by a trustee of any Employee Plan that owns Company stock shall have been duly authorized by the appropriate fiduciaries of such Plan, and shall comply with the terms of such Plan, ERISA and other applicable laws. (g) Each Employee Plan covering non-U.S. employees (an "International Plan") has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable Laws (including any special provisions relating to registered or qualified plans where such International Plan was intended to so qualify) and has been maintained in good standing with applicable regulatory authorities. The fair market value of the assets of each funded International Plan (or the liability of each funded International Plan funded through insurance) is sufficient to procure or provide for the benefits accrued thereunder through the Closing Date according to the actuarial assumptions and valuations most recently used to determine employer contributions to the International Plan. (h) The Company has fiduciary liability insurance of at least $15,000,000 1,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure Schedule The COMPANY SCHEDULE lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (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 foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject Internal Revenue Service ("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 made available to Title IV Parent; and (vi) all notices that were issued within the preceding three years by the IRS, Department of ERISA. For purposes of this Section 3.11Labor, the term "material," when used with respect to (i) Pension Benefit Guarantee Corporation, or any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceother Governmental Entity. (ib) Except as set forth in the COMPANY SCHEDULE, (i) except as required by Section 3.11(b) 4980B of the Company Disclosure ScheduleCode, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, person and none of the Employee Plans is a "multiemployer multi employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has not been any breach of any fiduciary duty, as described in Section 404 of ERISA, or no party in interest or disqualified person ("prohibited transaction", as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of , with respect to any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS or Secretary of the Treasury), all employee plans have in all material respects been operated at all times in accordance with their terms and with ERISA and the Code, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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 4063, 4604 or 4041 of ERISA has occurred; and (viiviii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation arising in the ordinary course); (ix) neither the Company nor any ERISA Affiliate has incurred any liability for any excise, income or other taxes or penalties with respect to any Employee Plan which has not been paid in full, and no event has occurred and no circumstance exists that could give rise to any such liability; (x) there are no pending or threatened claims against any Employee Plan (other than routine claims for benefits) or against any fiduciary or an Employee Plan with respect to such plan, nor is there any basis for such a claim; and (xi) no Employee Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by any governmental entity, and no matters are pending with respect to any Employee Plan under any governmental corrective or remedial program. (c) Section 3.11(c) of the Company Disclosure Schedule The COMPANY SCHEDULE sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries Subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, 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 result of, the Merger), the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule --- The COMPANY SCHEDULE also sets forth the total number of such ISOs, ISOs and such nonqualified options and such other rightsoptions. (d) Section 3.11(dExcept as set forth in the Company Schedule, any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its subsidiaries; (ii) all agreements with consultants affiliates who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed is a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans "disqualified individual" (as such term is defined in Proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 3(2) of ERISA) maintained by or on behalf 280G of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"Code). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the The Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (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 foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject Internal Revenue Service ("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 made available to Title IV Parent; and (vi) all notices that were issued within the preceding three years by the IRS, Department of ERISA. For purposes of this Section 3.11Labor, the term "material," when used with respect to (i) Pension Benefit Guarantee Corporation, or any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceother Governmental Entity. (ib) Except as set forth in the Company Schedule, (i) except as required by Section 3.11(b) 4980B of the Company Disclosure ScheduleCode, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, person and none of the Employee Plans is a "multiemployer multi employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has not been any breach of any fiduciary duty, as described in Section 404 of ERISA, or no party in interest or disqualified person ("prohibited transaction", as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of , with respect to any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS or Secretary of the Treasury), all employee plans have in all material respects been operated at all times in accordance with their terms and with ERISA and the Code, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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 4063, 4604 or 4041 of ERISA has occurred; and (viiviii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation arising in the ordinary course); (ix) neither the Company nor any ERISA Affiliate has incurred any liability for any excise, income or other taxes or penalties with respect to any Employee Plan which has not been paid in full, and no event has occurred and no circumstance exists that could give rise to any such liability; (x) there are no pending or threatened claims against any Employee Plan (other than routine claims for benefits) or against any fiduciary or an Employee Plan with respect to such plan, nor is there any basis for such a claim; and (xi) no Employee Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by any governmental entity, and no matters are pending with respect to any Employee Plan under any governmental corrective or remedial program. (c) Section 3.11(c) of the The Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries Subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, 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 result of, the Merger), the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire . The Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, ISOs and such nonqualified options and such other rightsoptions. (d) Section 3.11(dExcept as set forth in the Company Schedule, any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its subsidiaries; (ii) all agreements with consultants affiliates who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed is a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans "disqualified individual" (as such term is defined in Proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 3(2) of ERISA) maintained by or on behalf 280G of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"Code). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any group of current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity 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 a "Company ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would 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 (togetherall such plans, practices and programs are referred to as the "Company Employee Plans"). There To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 100,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) None 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 Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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 LaborLabor ("DOL"), IRS 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any Company ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course), except where the failure of any of the foregoing subparagraphs (i) through (vii) to be true would not have a Company Material Adverse Effect. (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rightsrights outstanding on the date hereof. Upon the effectiveness of the Plan Recision, no consent of any holder of Stock Options which has not been or will not be obtained prior to the Effective Time is required to effect the conversion and assumption of the Stock Options and the Company Stock Option Plans pursuant to Section 1.6(c). (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of of: (i) all written employment agreements with officers or employees of the Company or any of its subsidiariessubsidiaries that provide for annual base salaries in excess of $120,000; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000120,000; and (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000120,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a3.11 (a) of the Company Seller 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, and any current employment or executive compensation agreement, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current any present or former employee (including any beneficiary of any such employee) of, officer or any present or former consultant (including any beneficiary of any such consultant) to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Internal Revenue Code or Section 4001 of ERISA, or any subsidiary of the Company1986, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 amended (if such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (together, the "Code") (all such plans, practices, programs and arrangements are referred to as the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent Buyer 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, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series5500, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used Internal Revenue Service determination letter with respect to (ieach Company Employee Plan intended to be qualified under Section 401(a) any Employee Plan, shall mean that of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCode. (i) Except as set forth in Section 3.11(b) None of the Company Disclosure Schedule, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personperson under, and none of neither the Employee Plans Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to, any plan that is or was a "multiemployer plan" as such term is defined in Section 3(37) of ERISA, a pension plan subject to Title IV of ERISA or a plan subject to Part 3 of Title I of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA AffiliateCompany; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 no neither the Company nor the Sellers has any knowledge of any material default or violation by any other party to, any of the Company Employee Plans; (iv) 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; and (v) all contributions required there are no lawsuits or other claims (other than claims for benefits in the ordinary course) pending or, to be made the knowledge of the Company or the Sellers, threatened with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Seller Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and or (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Seller Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Seller Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers of the Company or any of its subsidiariesCompany; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; 50,000 (iii) all officers of Parent employees of, or any of its subsidiaries consultants to, the Company who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,00050,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any group of current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity 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 a "Company ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would 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 (togetherall such plans, practices and programs are referred to as the "Company Employee Plans"). There ." To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) None 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 Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any Company ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course), except where the failure of any of the foregoing to be true would not have a Company Material Adverse Effect. (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rightsrights outstanding on the date hereof. No consent of any holder of Stock Options is required to effect the conversion and assumption of the Stock Options and the Company Stock Option Plans pursuant to Section 1.6(c). (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of of: (i) all written employment agreements with officers or employees of the Company or any of its subsidiariessubsidiaries that provide for annual base salaries in excess of $300,000; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000200,000; and (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000200,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSECTION 3.11.(a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISACode, or any subsidiary of the CompanyCompany Subsidiary, 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 or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11SECTION 3.11.(a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(bSECTION 3.11.(b) of the Company Disclosure Schedule, : (i) none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personperson (other than as required under COBRA), and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person (non-exempt "prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan Plan, which could subject the would result in a Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the CodeMaterial Adverse Effect; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the all Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)) except as would not result in a Company Material Adverse Effect, and the Company and each of its subsidiaries have Company Subsidiary has performed all material obligations required to be performed by them under, and are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Company Employee PlansPlans except as would not result in a Company Material Adverse Effect; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a4.12(a) of the Company C-COR Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to C-COR, any trade or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company C-COR or which is under common control with the Company C-COR (an "“ERISA Affiliate"”) within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary Subsidiary of the CompanyC-COR, as well as each plan with respect to which the Company C-COR 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 (collectively the Code (together, the "“C-COR Employee Plans"”). There have been C-COR has made available or will be made available no later than 20 business days after the date hereof to Parent ARRIS copies of (i) each such written C-COR Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each C-COR Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each C-COR Employee Plan subject to Title IV of ERISA, and (iv) such other documents or information that ARRIS reasonably requests. For purposes of this Section 3.114.12(a), the term "“material," when ” used with respect to (i) any C-COR Employee Plan, shall mean that the Company C-COR or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such C-COR Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b4.12(b) of the Company C-COR Disclosure Schedule, none of the C-COR Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and (ii) none of the C-COR Employee Plans is a "“multiemployer plan" ” as such term is defined in Section 3(37) of ERISA; (iiiii) there has been no party in interest or disqualified person (“prohibited transaction,” as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any C-COR Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach that could result in any material liability to the Company of C-COR or any ERISA Affiliateof its subsidiaries; (iv) all C-COR Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the Pension Benefit Guaranty Corporation (the “PBGC”), Internal Revenue Service (the “IRS”) or Secretary of the Treasury), and the Company C-COR 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 default or violation by any other party to, any of the C-COR Employee Plans; (ivv) each C-COR Employee Plan that is subject to Section 409A of the Code has been operated prior to 2008 in material good faith compliance with temporary and transition guidance issued by the IRS with respect to Section 409A of the Code, and will be amended within the time prescribed by law so that payments thereunder will not result in the imposition of any additional tax as a result of Section 409A of the Code; (vi) each C-COR 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 impairs such determination; (vvii) all contributions required to be made with respect to any C-COR Employee Plan pursuant to Section 412 of the Code, or the terms of the C-COR Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (viviii) with respect to each C-COR 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; and (viiix) neither the Company C-COR nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c4.12(c) of the Company C-COR Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of Company C-COR or any of its subsidiaries who holds (i) options any option to purchase Company C-COR Common Stock as of the date hereof, together with the number of shares of Company C-COR Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company C-COR Common Stock, together with the number of shares of Company C-COR Common Stock subject to such right. Section 3.11(c4.12(c) of the Company C-COR Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. The per share exercise price for each option to purchase C-COR Common Stock issued by C-COR equaled the fair market value of one share of C-COR Common Stock. (d) Section 3.11(d4.12(d) of the Company C-COR Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company C-COR or any of its subsidiariesSubsidiaries; (ii) all agreements with consultants who are individuals obligating the Company C-COR or any of its subsidiaries Subsidiaries to make annual cash payments in an amount exceeding $500,000200,000; (iii) all officers of Parent employees of, or consultants to, C-COR or any of its subsidiaries Subsidiaries who have executed a non-competition agreement with the CompanyC-COR or any of its Subsidiaries; (iv) all severance agreements, programs and policies of the Company C-COR or any of its subsidiaries Subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000100,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company C-COR or any of its subsidiaries Subsidiaries with or relating to its employees which that contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSCHEDULE 5.16(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (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 foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA) together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, IRS determination letter; and (iiiv) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate most recent summary plan description has incurred or may incur obligations in an amount exceeding $1,000,000 with respect been made available to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceParent. (i) Except as set forth in SCHEDULE 5.16(b) or as required by Section 3.11(b) 4980B of the Company Disclosure ScheduleCode, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, 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 party breach of any fiduciary duty, as described in interest Section 404 of ERISA, or disqualified person (no 'prohibited transaction', as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of , with respect to any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its Subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.the

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a3.11 (a) of the Company Seller 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, and any current or former employment or executive compensation agreement, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current any present or former employee (including any beneficiary of any such employee) of, officer or any present or former consultant (including any beneficiary of any such consultant) to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISA(all such plans, or any subsidiary of the Companypractices, programs and arrangements are referred to 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 or Section 412 of the Code (together, the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent Buyer 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, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used Internal Revenue Service determination letter with respect to (ieach Company Employee Plan intended to be qualified under Section 401(a) any Employee Plan, shall mean that of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCode. (i) Except as set forth in Section 3.11(b) None 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 neither the Employee Plans Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to, any plan that is or was a "multiemployer plan" as such term is defined in Section 3(37) of ERISA, a pension plan subject to Title IV of ERISA or a plan subject to Part 3 of Title I of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA AffiliateCompany; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 no knowledge of any default or violation by any other party to, any of the Company Employee Plans; (iv) 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; and (v) all contributions required there are no lawsuits or other claims (other than claims for benefits in the ordinary course) pending or, to be made the best knowledge of the Company, threatened with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Seller Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Seller Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Seller Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers of the Company or any of its subsidiariesCompany; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; 50,000 (iii) all officers of Parent employees of, or any of its subsidiaries consultants to, the Company who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,00050,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSECTION 3.11.(a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISACode, or any subsidiary of the CompanyCompany Subsidiary, 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 or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11SECTION 3.11.(a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(bSECTION 3.11.(b) of the Company Disclosure Schedule, : (i) none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personperson (other than as required under COBRA), and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person (non-exempt "prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan Plan, which could subject the would result in a Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the CodeMaterial Adverse Effect; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the all Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or Secretary of the Treasury)) except as would not result in a Company Material Adverse Effect, and the Company and each of its subsidiaries have Company Subsidiary has performed all material obligations required to be performed by them under, and are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSchedule 4.11(a) of the Company Disclosure Schedule lists all material employee pension benefit plans (as defined in Section 3(23(3) of ERISA), all employee welfare plans plans, programs or arrangements under which stock or other securities (or options or other rights to acquire stock or other securities) of the Company or an ERISA Affiliate (as defined in Section 3(1below) of ERISA) may be issued or awarded, and all other bonusmaterial employment agreement, stock optionarrangements, stock purchase, incentive, deferred compensation, supplemental retirementcommitments, severance and other similar fringe or retention agreements, employee benefit plans, programs policies or arrangementsagreement, (whether written or otherwiseunwritten, as amendedinsured or self-insured, modified foreign or supplemented, domestic) for the benefit of, or relating to, current employee, officer any employee or consultant director (or any of their beneficiaries) of the Company or any other entity (whether or not incorporated) which is that would be deemed a member of a controlled group including the Company or which is under common control "single employer" with the Company (an "ERISA AffiliateAFFILIATE") within the meaning of under Section 414 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, 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 or Section 412 of the Code (together, the "Employee PlansEMPLOYEE PLANS"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent True and complete copies of (i) each such written of the Employee Plan Plans and all related documents (including, as applicable, summary plan descriptions, trust agreements, insurance policies, other funding agreements and other contracts (including policies), the two most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports filed on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required Plan) have been provided or made available to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceParent. (ib) Except as set forth in Section 3.11(bSchedule 4.11(b) of the Company Disclosure ScheduleSchedule and except where failures to so comply with each of the following representations, individually or in the aggregate, have not had and could not reasonably be expected to have a Company Material Adverse Effect: (i) none of the Employee Plans promises or provides retiree medical medical, death or other retiree welfare benefits (whether or not insured) to any personcurrent or future retiree or terminee (other than under Section 4980B of the Code, the Federal Social Security Act or a plan qualified under Section 401(a) of the Code); (ii) all Employee Plans are in compliance with the terms thereof and all applicable laws, including the requirements prescribed by the Code and ERISA; (iii) none of the Employee Plans Plans, and neither the Company nor any ERISA Affiliate has during the past six years sponsored, maintained, contributed to or been required to contribute to, (A) a plan is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA (B) a "multiemployer plan" as such term is defined in Section (within the meaning of Sections 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(144001(a)(3) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 414(f) of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all statutes (including ERISA and the Code), orders, or governmental rules (C) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063 and regulations currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department 4064 of Labor, 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 default or violation by any other party to, any of the Employee PlansERISA; (iv) each Employee Plan intended to qualify be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS that the Employee Plan is qualified and each that its related trust intended has been determined to qualify be exempt from taxation 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 determinationCode; (v) all contributions required to be made prior to the date of this Agreement to any Employee Plan under the terms of the Employee Plan, or as required by law with respect to all periods through the date of this Agreement, have been made or accrued to the extent required by the GAAP; (vi) neither the Company, any ERISA Affiliate nor, to the knowledge of the Company, any other person has engaged in a "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to any Employee Plan pursuant that could reasonably be expected to Section 412 of subject the CodeCompany or ERISA Affiliate to a Tax or penalty; (vii) there are no pending governmental audits, investigations, litigation or other enforcement actions against the terms Company with respect to any of the Employee Plan Plans and no completed audit, if any, has resulted in the imposition of any Tax or any collective bargaining agreement, have been made on or before their due datespenalty; and (viviii) with respect to each Employee Plan, there are no "reportable event" within actions, suits or claims pending or, to the meaning best knowledge of Section 4043 of ERISA (excluding the Company, threatened against any such event for which Employee Plan, the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062Company, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incurAffiliate, any liability under Title IV director, officer or employee thereof, or the trustee, assets or fiduciaries of ERISA such Employee Plan (other than liability non-material routine claims for premium payments benefits) and, to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf knowledge of the Company. The PBGC has not instituted proceedings , no set of circumstances or facts exist that could reasonably be expected to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities any such action, suit or insurance contractsclaim. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.10(a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, written or otherwise, as amended, modified or supplemented, and arrangements for the benefit of, or relating to, current employee, officer any employee or consultant (or any of their beneficiaries) former employee of the Company or any other entity 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 and which is maintained by or Section 4001 of ERISA, contributed to by the Company or any subsidiary of the CompanyERISA Affiliate, as well as each plan with respect to which the Company or an any 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 "Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent with respect to each Employee Plan, other than a "multiemployer plan" as such term is defined in Section 3(37) of ERISA (a "Multiemployer Plan"), copies of (i) each such written Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each such Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each such Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.10(a), the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company Plan 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, liability shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 in the aggregate with respect to any one all such or series of related Employee Plans and liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(b2.10(b) of the Company Disclosure Schedule, Schedule or the Company SEC Reports: (i) none of the Employee Plans Plans, excluding any Multiemployer Plan, promises or provides retiree medical or other retiree welfare benefits to any person, and none person except to the extent required by Part 6 of the Employee Plans is a Title I of ERISA; (ii) there has been no "multiemployer planprohibited transaction," as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Employee Plan which could subject the Company or Plan, excluding any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAMultiemployer Plan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated Plans, excluding any Multiemployer Plan, are in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS"), Pension Benefit Guaranty Corporation 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 default or violation by any other party to, any of the Employee Plans, except where such non-compliance, non-performance or default could not reasonably be expected to result in a material liability to the Company or its subsidiaries; (iv) each Employee Plan Plan, excluding any Multiemployer 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, except to the extent such impairment could not reasonably be expected to result in a material liability to the Company or its subsidiaries; (v) all contributions required to be made with respect by the Company or any of its subsidiaries to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each Employee Plan, excluding any Multiemployer 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any material liability under Title IV of ERISA that has not been satisfied (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation arising in the ordinary course); (viii) neither the Company nor any ERISA Affiliate has at any time withdrawn from a Multiemployer Plan in a "complete withdrawal" or a "partial withdrawal" as defined in Section 4203 and 4205 of ERISA, respectively, so as to result in a material liability of the Company or any ERISA Affiliate that has not been satisfied, contingent or otherwise (including, but not limited to, the obligations pursuant to an agreement entered into in accordance with Section 4204 of ERISA); and (ix) if as of the Effective Time, the Company and all ERISA Affiliates were to withdraw from all Multiemployer Plans to which any of them has contributed or been obligated to contribute, they would incur no material liabilities to such plans under Title IV of ERISA. (c) Section 3.11(c2.10(c) of the Company Disclosure Schedule sets forth a list that is true and complete list in all material respects of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date hereof), whether and the expiration date of such option; and (ii) any other right, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 2.10(c) of the Company Disclosure Schedule also sets forth the total number of options and other rights. No 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Except as set forth in Section 3.11(c2.10(c) of the Company Disclosure Schedule also sets Schedule, no action has been taken which would result in the acceleration of the vesting of the Stock Options following the consummation of the Merger (assuming the assumption of the Stock Options as set forth the total number of such ISOs, such nonqualified options and such other rightsin Article II). (d) Section 3.11(d2.10(d) of the Company Disclosure Schedule sets forth a list that is true and complete list in all material respects of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in on an amount exceeding $500,000250,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies agreements of the Company or any of its subsidiaries with or relating to its employees; (iv) with respect to the Amended and Restated Severance Plan for Key Employees, the name and level of participation of each participant therein, and for each such participant, the base salary as in effect on the date of this Agreement and the actual annual cash bonuses paid with respect to 1994 and 1995 and the maximum annual cash bonus payable with respect to 1996, the amount of taxable compensation shown on Form W-2 for each of 1992 through 1995; (v) a list that is true and complete in all material respects of all employees in each case whose Stock Options will be subject to accelerated vesting as a result of the Merger, for any reason other than termination of employment by the Company or any of its subsidiaries (along with outstanding commitments exceeding $1,000,000the number of shares issuable upon exercise of such Stock Options, except programs the exercise price and policies required to be maintained by lawvesting dates); and (vvi) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of provisions pursuant to which the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, could incur a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have material liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISA, or any subsidiary of the CompanyCode, 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 or Section 412 of the Code (togetherall such plans, practices and programs are referred to as the "Employee PlansCOMPANY EMPLOYEE PLANS"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.10 (i) Except in each case as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA AffiliateCompany; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers of the Company or any of its subsidiariesCompany; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000150,000; (iii) all officers of Parent employees of, or any of its subsidiaries consultants to, the Company who have executed a non-non- competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000150,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.SECTION 2.12

Employee Benefit Plans; Employment Agreements. (a) All benefit and compensation plans, contracts, policies or arrangements covering current or former employees of the Company and its subsidiaries (the "EMPLOYEES") and current or former directors of the Company, including, but not limited to, "employee benefit plans" within the meaning of Section 3.11(a3(3) of the Company Disclosure Schedule lists all employee pension plans Employee Retirement Income Security Act of 1974, as amended (as defined in Section 3(2) of "ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonusdeferred compensation, stock option, stock purchase, incentivestock appreciation rights, deferred compensationstock based, supplemental retirementincentive and bonus plans (the "EMPLOYEE PLANS"), severance and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, than Employee Plans maintained outside of the United States primarily for the benefit ofof Employees working outside of the United States, or relating to, current employee, officer or consultant (or any of their beneficiariesare listed on Section 4.12(a) of the Company or any other entity (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 Section 4001 of ERISA, 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 or Section 412 of the Code (together, the "Employee Plans")Disclosure Schedule. There have been made available or will be made available no later than 20 business days after the date hereof to Parent True and complete copies of (i) each such written all Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports Plans listed on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i) Except as set forth in Section 3.11(b4.12(a) of the Company Disclosure Schedule, none including, but not limited to, any trust instruments and insurance contracts forming a part of the any Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personPlans, and none all amendments thereto, together with (if applicable) the most recent favorable determination letter from the Internal Revenue Service, the three most recent Form 5500 Annual Return/Reports and the most recent summary plan description and subsequent summaries of the material modifications, have been provided or made available to Parent. (b) All Employee Plans is a Plans, other than "multiemployer planplans" as such term is defined in within the meaning of Section 3(37) of ERISA; , covering Employees and maintained in the United States (iithe "PLANS") no party are in interest or disqualified person substantial compliance with their terms and all applicable laws. Each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("PENSION PLAN") and which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "CODE"), has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 3(14) 1 of ERISA Rev. Proc. 93-39), and Section 4975 the Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of the Code) Company threatened, litigation or governmental investigation relating to the Plans. Neither the Company nor any of its subsidiaries has at any time engaged in a transaction with respect to any Employee Plan which that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any ERISA Affiliate, directly or indirectly, subsidiary to a tax, tax or penalty or other material liability for prohibited transactions under ERISA or imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (c) No Plan (i) is a "plan maintained by more than one employer", within the meaning of Section 413(c) of the Code; , (ii) provides benefits to any individual who is not a current or former Employee or director of the Company, or the dependent or beneficiary of such current or former Employee or director, (iii) no fiduciary is, or during the preceding 36 months was, funded through a "welfare benefit fund", within the meaning of any Employee Plan has breached any Section 419(e) of the responsibilities Code, (iv) provides, or obligations imposed upon fiduciaries during the preceding 36 months provided, benefits through (A) a "voluntary employees' beneficiary association", within the meaning of Section 501(c)(9) of the Code or (B) except as set forth on Section 4.12(a) of the Company Disclosure Schedule, a trust forming part of a plan providing for the payment of "supplemental unemployment compensation benefits", within the meaning of Section 501(c)(17) of the Code. (d) No liability under Subtitle C or D of Title I IV of ERISA, which breach could result in any material liability ERISA has been or is expected to be incurred by the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to ongoing, frozen or terminated "single-employer plan", within the meaning of Section 412 4001(a)(15) of the CodeERISA, currently or formerly maintained by any of them, or the terms single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Employee Plan or Code (an "ERISA AFFILIATE"). The Company and the subsidiaries have not incurred and do not expect to incur any collective bargaining agreement, have been made on or before their due dates; (vi) withdrawal liability with respect to each Employee Plan, no a multiemployer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate). No notice of a "reportable event" ", within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 30-day notice reporting requirement has not been waived under the regulations or extended, other than pursuant to PBGC Reg. Section 4043 of ERISA) nor 4043.66, has been required to be filed for any event described in Section 4062, 4063 Pension Plan or 4041 of ERISA has occurred; and (vii) neither the Company nor by any ERISA Affiliate has incurredsince January 1, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions1998. (e) Except as set forth All contributions required to be made under the terms of any Plan have been timely made or have been reflected on the audited financial statements included in Section 3.11(e) of the Company Disclosure Schedule, no employee Filed SEC Documents. Neither any Pension Plan nor any single-employer plan of the Company an ERISA Affiliate has an "accumulated funding deficiency" (whether or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2not waived) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or Section 302 of ERISA been applied for with respect theretoand neither the Company nor any ERISA Affiliate has an outstanding funding waiver. The Neither the Company nor any of its subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code nor has any lien in favor of any such Pension Plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. (f) Under each Pension Plan which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of the all "benefit liabilities (liabilities", within the meaning of Section 4041 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation), did not exceed the then current fair market value of the assets of such Plan, and there has been no material change in the financial condition of such Plan since the last day of the most recent plan year. The withdrawal liability of the Company and its subsidiaries under each Plan which is a multiemployer plan to which the Company, any of its subsidiaries or an ERISA Affiliate has contributed during the preceding 36 months, determined as if a "complete withdrawal", within the meaning of Section 4203 of ERISA, had occurred as of the date hereof, does not exceed $100,000. (g) Neither the Company nor any of its subsidiaries has any obligations for retiree health and life benefits under any Plan, except as set forth on Section 4.12(g) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by Company Disclosure Schedule. The Company or the PBGC does not exceed by more than $1,000,000 the value subsidiaries may amend or terminate any such Plan at any time without incurring any liability thereunder. (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of the Company or any of the subsidiaries to severance pay, or (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Employee Plans' assets. . (i) All Employee Plans maintained outside of the United States (which are listed in Section 4.12(i) of the Company Disclosure Schedule) comply in all material respects with applicable premiums required to be paid local law and there is no material litigation or governmental investigation pending, or to the PBGC knowledge of the Company, threatened against or relating to any such Plan. The Company and its subsidiaries have no material unfunded liabilities with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contractsany such Employee Plan. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any group of current employeeor former employees of or consultants to the Company, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity 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 a "Company ERISA Affiliate") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would 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 (togetherall such plans, practices and programs are referred to as the "Company Employee Plans"). There To the extent requested by Parent, there have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11 (a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $5,000,000 100,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i) Except as set forth in Section 3.11(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) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), ----- 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, current any present or former employee (including any beneficiary of any such employee) of, officer or any present or former consultant (including any beneficiary of any such consultant) to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 AffiliateAFFILIATE") within the meaning of Section 414 of the Code which is --------------- maintained by, contributed to or Section 4001 of ERISA, or any subsidiary of the Company, as well as each plan with respect required to which be contributed to by the Company or an any of its ERISA Affiliate could incur liability under Section 4069 Affiliates on the date hereof (if all such plan has been or were terminated) or Section 4212(c) of ERISA or Section 412 of the Code (togetheremployee benefit plans, practices and programs are referred to as the "Employee PlansCOMPANY EMPLOYEE PLANS"). There ---------------------- have been made available or will be made available no later than 20 business days after the date hereof to Parent 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, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used Internal Revenue Service determination letter with respect to (ieach Company Employee Plan intended to be qualified under Section 401(a) any Employee Plan, shall mean that of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCode. (i) Except as set forth in Section 3.11(b) None 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 neither the Employee Plans Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to, any plan that is or was a "multiemployer plan" as such term is defined in Section 3(37) of ERISA, a pension plan subject to Title IV of ERISA or a plan subject to Part 3 of Title I of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company Company, and for which an exemption is not available under Section 408(a) or any ERISA Affiliate408(b) of ERISA; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 no knowledge of any default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required there are no lawsuits or other claims (other than claims for benefits in the ordinary course) pending or, to be made the best knowledge of the Company, threatened with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due datesPlan; and (vi) all liabilities with respect to each Company Employee PlanPlans have been appropriately accrued on the Company's financial statements in accordance with GAAP, 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; and (vii) neither the Company nor does not have any ERISA Affiliate has incurredmaterial liability with respect to any employee benefit plans, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course)practice or programs which are not Company Employee Plans. (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries subsidiary of (d) the Company who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly ---- or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (de) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers or employees or consultants of the Company or any subsidiary of its subsidiariesthe Company that provide a base salary in excess of $100,000 or that provided for a total compensation during the Company's most recent fiscal year in excess of $100,000; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make minimum annual cash payments in an amount exceeding $500,000100,000; and (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any subsidiary of its subsidiaries the Company with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,00075,000, except excluding programs and policies required to be maintained by law; and (viv) all plans, programs, agreements and other arrangements of the Company or any subsidiary of its subsidiaries the Company with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, and any current or former employment or executive compensation agreement, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current any present or former employee (including any beneficiary of any such employee) of, officer the Company, any trade or consultant (or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISA(all such plans, or any subsidiary of the Company, practices and programs are referred to 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 or Section 412 of the Code (together, the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent 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, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used Internal Revenue Service determination letter with respect to (ieach Company Employee Plan intended to be qualified under Section 401(a) any Employee Plan, shall mean that of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCode. (i) Except in each case as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of neither the Employee Plans Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to, any plan that is or was a "multiemployer plan" as such term is defined in Section 3(37) of ERISA, a pension plan subject to Title IV of ERISA or a plan subject to Part 3 of Title I of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA AffiliateCompany; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 no knowledge of any default or violation by any other party to, any of the Company Employee Plans; (iv) 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; and (v) all contributions required there are no lawsuits or other claims (other than claims for benefits in the ordinary course) pending or, to be made the best knowledge of the Company, threatened with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of of: (i) all employment agreements with officers of the Company or any of its subsidiariesor; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; 75,000 (iii) all officers of Parent employees of, or any of its subsidiaries consultants to, the Company who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,00075,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) 2.11 of the Company 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")), all employee welfare plans (as defined in Section 3(1) of ERISA) ), 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, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (or any of their beneficiaries) of to the Company. The Company or any other entity (whether or is 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 Section 4001 of ERISA, or any subsidiary of the Company, as well as Code. Also included in Schedule 2.11 is 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 or Section 412 of the Code (togetherall such plans, practices and programs are referred to as the "Employee PlansCOMPANY EMPLOYEE PLANS"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i1) Except in each case as set forth in Section 3.11(b) 2.11 of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; ; (ii2) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliate; Company; (iv3) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 default or violation by any other party to, any of the Company Employee Plans; ; (iv4) 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; ; (v5) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; ; (vi6) 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; and and (vii7) neither the Company nor any ERISA Affiliate has not incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) 2.11 of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or who holds: (1) any of its subsidiaries who holds (i) options option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and ; (ii2) any other rightsright, directly or indirectly, to acquire Company Common Stock, Stock together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) 2.11 of the Company Disclosure Schedule sets forth a true and complete list of of: (i1) all employment agreements with officers of the Company or any of its subsidiaries; Company; (ii2) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; $ 10,000; (iii3) all officers of Parent employees of, or any of its subsidiaries consultants to, the Company who have executed a non-competition agreement with the Company; ; (iv4) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000, except $ 75,000 (excluding programs and policies required to be maintained by law); and and (v5) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(aSchedule 3.10(a) of lists all Employee Benefit Plans. With respect to each Employee Benefit Plan, the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of ERISA), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe has provided or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) of the Company or any other entity (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 Section 4001 of ERISA, 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 or Section 412 of the Code (together, the "Employee Plans"). There have been made available to Buyer or will be made available no later than 20 business days after its counsel a true and complete copy, to the date hereof to Parent copies of extent applicable, of: (i) each such written Employee Benefit Plan which has been reduced to writing, or a summary thereof if not reduced to writing, and all related amendments thereto, including, without limitation, all plan documents, trust agreements, and insurance contracts and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, funding vehicles; (ii) the most recent three annual reports on Form 5500 series, with report and accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and schedules; (iii) the current summary plan description and any material modifications thereto; (iv) the most recent annual financial and actuarial valuation for each Employee Plan subject to Title IV reports; (v) the most recent determination letter received by the Group Companies from the IRS regarding the tax-qualified status of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Benefit Plan, and (iivi) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series most recent written results of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceall required compliance testing. (ib) Except Other than as required under Section 601 et seq. of ERISA and Section 4980B of the Code and except as set forth in Schedule 3.10(b) (each Employee Benefit Plan set forth in Schedule 3.10(b) being a “Retiree Medical Plan”), no Employee Benefit Plan that is an “employee welfare benefit plan” within the meaning of Section 3.11(b3(1) of ERISA provides benefits or coverage following retirement or other termination of employment to employees of any Group Company and dependents of such employees. The Group Companies have reserved the Company Disclosure Scheduleright to amend, none of the Employee Plans promises terminate or provides modify at any time all Retiree Medical Plans, and there have been no communications to employees or former employees which could reasonably be interpreted to promise or guarantee such employees or former employees retiree medical health or life insurance or other retiree welfare death benefits to any personon a permanent basis. (c) No Employee Benefit Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA, or (ii) a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA, and none of the Employee Plans is a "Group Companies, or any ERISA Affiliate has withdrawn at any time within the preceding six years from any multiemployer plan" , or incurred any withdrawal liability which remains unsatisfied, and no events have occurred and no circumstances exist that could reasonably be expected to result in any such liability to any Group Company. There has been no “prohibited transaction,” as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) 406 of ERISA and Section 4975 of the CodeCode and not otherwise exempt under Section 408 of ERISA or Section 4975(d) has at any time engaged in a transaction of the Code with respect to any Employee Benefit Plan which could subject that would reasonably be expected to, individually or in the Company or any ERISA Affiliateaggregate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Group Companies. All Employee Benefit Plans have been established established, administered, funded and maintained substantially in all material respects in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes (applicable Laws, 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, 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 default or violation by any other party to, any of the . Each Employee Plans; (iv) each Employee Benefit 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 has received a favorable determination letter or is subject to an advisory opinion from the IRSInternal Revenue Service, or is within the applicable remedial amendment period under Section 401(b) of the Code for purposes of obtaining an updated favorable determination letter, and nothing has occurred with respect to the operation of any such plan which may could reasonably be expected to impair cause the loss of such determination; (vqualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code. No stock or other securities issued by any Group Company forms or has formed any part of the assets of any Employee Benefit Plan that is intended to qualify under Section 401(a) all of the Code. All contributions required to be made with respect to any Employee Plan pursuant to Section 412 of in the Code, or last five years under the terms of the any Employee Benefit Plan or any collective bargaining agreement, have been made timely or have been reflected on the Audited Financial Statements. (d) Schedule 3.10(d) sets forth each Employee Benefit Plan that is subject to Title IV or before their due dates; Section 302 of ERISA or Section 412 or 4971 of the Code (vi) with each, a “Pension Plan”). With respect to each Employee Pension Plan: (i) the Company has provided or made available to Buyer copies of the most recent actuarial valuation report prepared for each Pension Plan, (ii) the assets and liabilities in respect of the accrued benefits as set forth in the most recent actuarial valuation report prepared by the Pension Plan’s actuary fairly present the funded status of such Pension Plan in all material respects, (iii) since the date of such valuation report there has been no "material change in the funded status of any such Pension Plan, (iv) no reportable event" 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 ERISA4043(c) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and , (viiv) neither all premiums to the Company nor any ERISA Affiliate has incurredPension Benefit Guaranty Corporation (“PBGC”) have been timely paid in full, nor reasonably expects (vi) no liability (other than for premiums to incur, any liability the PBGC) under Title IV of ERISA (other than liability for premium payments has been or is expected to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or be incurred by any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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")Group Company, and (vii) the expiration date of such option; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined such Pension Plan and, to the knowledge of the Company, no condition exists that presents a risk that such proceedings will be instituted or which would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Pension Plan. (e) No event has occurred and no condition exists that would subject any Group Company by reason of its affiliation with any ERISA Affiliate to any (i) Tax, penalty, fine, (ii) lien, or (iii) other liability imposed by ERISA, the Code or other applicable Laws, in each case, in respect of any employee benefit plan listed in Section 3.11(emaintained, sponsored, contributed to, or required to be contributed to by any ERISA Affiliate (other than a Group Company). (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with any other event) will: (i) result in any payment by any Group Company Disclosure Schedule (each, a "Defined becoming due to any current employee or former employee or individual service providers of such Group Company or in respect of any Employee Benefit Plan"). The Defined , (ii) increase any benefits otherwise payable under any of the Employee Benefit Plans have no accumulated Plans, (iii) result in the acceleration of the time of payment or waived funding deficiencies vesting of any benefits provided under any of the Employee Benefit Plans, or (iv) result in a non-exempt “prohibited transaction” within the meaning of Section 412 406 of ERISA or section 4975 of the Code. No person is entitled to receive any additional payment (including any tax gross-up or other payment) from any Group Company as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. (g) Neither the execution and delivery of this Agreement nor have any extensions the consummation of the transactions contemplated hereby will (either alone or in combination with another event) result in the payment of any amortization period amount that would, individually or in combination with any other such payment, be an “excess parachute payment” within the meaning of Section 412 280G of the Code. (h) Other than routine claims for benefits, there are no suits, actions, audits, voluntary compliance requests or other proceedings pending or, to the knowledge of the Company, threatened against or otherwise involving any Employee Benefit Plan (or the fiduciaries of any such Employee Benefit Plan in their capacity as such) that could subject any Group Company to any judgment, fine, penalty, Tax or liability under the Code or 302 ERISA. No Employee Benefit Plan is presently under audit or examination (nor has written notice been received of ERISA been applied for with respect thereto. The present value of the benefit liabilities a potential audit or examination) by any Governmental Authority. (within the meaning of i) Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 4041 of ERISA409A(d)(1) of the Defined Benefit PlansCode) is in documentary compliance with, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value and has been administered in compliance with, Section 409A of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contractsCode. (fj) The Each Employee Benefit Plan that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance in all material respects with the requirements of the Affordable Care Act. No Group Company has fiduciary liability insurance attempted to maintain the grandfathered health plan status under the Affordable Care Act of at least $15,000,000 in effect covering any Employee Benefit Plan. (k) All Employee Benefit Plans subject to the fiduciaries laws of any jurisdiction outside of the Employee Plans United States (including the Companyi) have been maintained in accordance with respect all applicable requirements, (ii) if they are intended to whom the Company may have liabilityqualify for special tax treatment, meet all requirements for such treatment, and (iii) if they are intended to be funded and/or book-reserved, are fully funded and/or book reserved, as appropriate, based upon reasonable actuarial assumptions.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) ), and all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangementsarrangements (including those which contain change of control provisions), and any employment, executive compensation or severance agreements (including those which contain change of control provisions), written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any former or current employee, officer officer, director or consultant (or any of their beneficiaries) of the Company or any other entity (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 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISAERISA (a "Company ERISA Affiliate"), or any subsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (togetherthe "Code") (together for the purposes of this Section 2.11, the "Employee Plans"). There have been The Company has made available to Parent, prior to the date of this Agreement, or the Company will be made make available no not later than 20 business 14 days after the date hereof to Parent of this Agreement, 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), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three 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 (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 3.112.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 500,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an a Company ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 500,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(b2.11(b) of the Company Disclosure ScheduleSchedule or the Company SEC Reports, (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 "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any Company ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could would reasonably be expected to result in any material liability to the Company or any Company ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS") or Secretary of the Treasury), and may by their terms be amended and/or terminated at any time subject to applicable law and the terms of each Employee Plan, 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 default or violation by any other party to, any of the Employee Plans; (ivv) each Employee Plan intended which is subject to qualify under Section 401(a) Parts 1, 2 and 4 of the Code and each trust intended to qualify under Section 501(a) Subtitle B of the Code ERISA is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (vvi) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates (including any extensions thereof); (vivii) with respect to each 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 or any event described in Section 4062, 4063 or 4041 of ERISA has occurredoccurred for which there is any material outstanding liability to the Company or any Company ERISA Affiliate nor would the consummation of the transaction contemplated hereby (including the execution of this agreement) constitute a reportable event for which the 30-day requirement has not been waived; and (viiviii) neither the Company nor any Company ERISA Affiliate has incurred, nor incurred or reasonably expects to incur, incur any material liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Supplemental Company Disclosure Schedule sets will set forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any shares of Company Common Stock that are restricted; and (iii) any other rightsright, directly or indirectly, to acquire receive Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth (x) the total number of any such ISOs, ISOs and any such nonqualified options and other such other rightsrights by exercise price and (y) the amount by which the value of the Merger Consideration (using $42.50 as the value of the Merger Consideration) exceeds the option or exercise price of all such ISOs, non-qualified options and rights (including pursuant to the Company Stock Option Plan) in the aggregate (such excess being the "Aggregate Option Exercise Spread"). (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000250,000; (iii) all agreements with respect to the services of independent contractors or leased employees whether or not they participate in any of the Employee Plans; (iv) all officers of Parent the Company or any of its subsidiaries who have executed a non-competition agreement with the CompanyCompany or any of its subsidiaries; (ivv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000150,000, except excluding programs and policies required to be maintained by law; and (vvi) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e2.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) Employee Plan that is subject to Title IV of the Company Disclosure Schedule ERISA (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Defined Benefit Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the any Defined Benefit Plans Plan which would give rise to a lien on the assets of the Company under Section 4068 of ERISAERISA or otherwise. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) Except as provided in Schedule 2.11(f) of the Company Disclosure Schedule or as contemplated by this Agreement, (i) the Company has never maintained an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code) or any other Employee Plan that invests in Company stock; (ii) since December 31, 1997, the Company has not proposed nor agreed to any increase in benefits under any Employee Plan (or the creation of new benefits) or change in employee coverage which would increase the expense of maintaining any Employee Plan; (iii) the consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any employee; (iv) no person will be entitled to any severance benefits under the terms of any Employee Plan solely by reason of the consummation of this transaction contemplated by this Agreement. (g) Each Employee Plan covering non-U.S. employees (an "International Plan") has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable laws (including any special provisions relating to registered or qualified plans where such International Plan was intended to so qualify) and has been maintained in good standing with applicable regulatory authorities. The fair market value of the assets of each funded International Plan, if any, (or the liability of each funded International Plan funded through insurance) is sufficient to procure or provide for the benefits accrued thereunder through the Effective Time according to the actuarial assumptions and valuations most recently used to determine employer contributions to the International Plan. (h) The Company has fiduciary liability insurance of at least $15,000,000 1,500,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the Company Disclosure The IDRC Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, any current employeeor former employee of IDRC, officer any trade or consultant (or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company IDRC or which is under common control with the Company IDRC (an "ERISA Affiliate") --------------- within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the CompanyIDRC Subsidiary, as well as each plan with respect to which the Company or 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 or Section 412 of the Code (together, the "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 foreign jurisdiction. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA), together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11IRS determination letter; (iv) the most recent summary plan description; (v) all reports submitted within the preceding three years by third-party administrators, the term "material," when used with respect to (i) any Employee Planactuaries, shall mean that the Company investment managers, consultants, or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Planother independent contractors, and (iivi) all notices that were issued within the preceding three years by the IRS, Department of Labor, the Pension Benefit Guaranty Corporation, or any liabilityother Governmental Entity have been, obligationor, breach or non-compliancepursuant to Section (f), shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect will be, provided to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceTeleSpectrum. (ib) Except as set forth in Section 3.11(b) of the Company Disclosure IDRC Schedule, (i) none of the Employee Plans promises or provides retiree medical health or other retiree welfare benefits to any person, after an employee's or former employee's retirement or other termination of employment except as required by Section 4980B of the Code and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has not been any breach of any fiduciary duty, as described in Section 404 of ERISA, or no party in interest or disqualified person ("prohibited transaction", as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of , with respect to any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to the Company of IDRC, any ERISA Affiliate or any ERISA Affiliateof the IDRC Subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS or Secretary of the Treasury), all Employee Plans have in all material respects been operated at all times in accordance with their terms and with ERISA and the Company Code, and IDRC and each of its subsidiaries the ERISA Affiliates and the IDRC 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect by IDRC, an ERISA Affiliate or an IDRC Subsidiary to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and all benefits accrued under a funded or unfunded Employee Plan will have been paid, accrued or otherwise adequately reserved in accordance with GAAP as of the IDRC Balance Sheet date and all monies withheld from employee paychecks with respect to the Employee Plans have been transferred to the appropriate Employee Plan in a timely manner as required by applicable law; (vi) with respect to each 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 4063, 4604 or 4041 of ERISA has occurred; and (vii) neither the Company IDRC nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation arising in the ordinary course); (viii) neither IDRC nor any ERISA Affiliate has incurred any material liability for any excise, income or other taxes or penalties with respect to any Employee Plan, and no event has occurred and no circumstance exists that could give rise to any such liability; (ix) there are no pending or threatened claims against any Employee Plan (other than routine claims for benefits) or against any fiduciary of an Employee Plan with respect to such plan, nor, to the knowledge of IDRC, is there any basis for such a claim; (x) no Employee Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by any Governmental Entity, and no matters are pending with respect to any Employee Plan under any governmental corrective or remedial program; (xi) no Employee Plan contains any provision or is subject to any law that would prohibit the transaction contemplated by this Agreement or that would give rise to any vesting of benefits, severance, termination or other payments or liabilities as a result of the transactions contemplated by this Agreement; and (xii) IDRC has not made a plan or commitment, whether or not legally enforceable, to create any additional Employee Plan or to modify or change any existing Employee Plan and all Employee Plans may be amended or terminated without penalty at any time on or after the Closing; provided that, for purposes of Clause (xii), vesting under the IDRC 401(k) Plan and the IDRC 1996 Stock Option Plan shall not be deemed a penalty. (c) Section 3.11(c) of the Company Disclosure The IDRC Schedule sets forth forth, or IDRC has provided, a true and complete list of each current or former employee, officer or director of Company IDRC or any of its subsidiaries the IDRC Subsidiaries who holds (i) options any option to purchase Company IDRC Common Stock as of the date hereof, together with the number of shares of Company IDRC 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 result of, the Merger), the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure The IDRC Schedule --- also sets forth the total number of such ISOs, ISOs and such nonqualified options and such other rightsoptions. (d) Section 3.11(dAny amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Company Disclosure Schedule sets forth a true and complete list transactions contemplated by this Agreement by any employee, officer or director of (i) all employment agreements with officers of the Company IDRC or any of its subsidiaries; affiliates who is a "disqualified individual" (iias such term is defined in Proposed Treasury Regulation Section 1.280G-1) all agreements with consultants who are individuals obligating the Company under any employment, severance or any of its subsidiaries to make annual cash payments termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an amount exceeding $500,000; "excess parachute payment" (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies as such term is defined in Section 280G of the Company Code) and no bonus compensation has been declared or any of its subsidiaries with or relating to its employees paid in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements contemplation of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisionstransactions contemplated by this Agreement. (e) Except Any person classified by IDRC, an ERISA Affiliate or an IDRC Subsidiary as set forth in Section 3.11(e) an independent contractor satisfies and has at all times satisfied the requirements of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required law to be paid so classified, each such person's compensation has been fully and accurately reported on IRS Form 1099 and there are no obligations to the PBGC provide benefits with respect to the Defined Benefit Plans have been paid. No facts such person or circumstances exist with respect to the Defined Benefit Plans which would give rise to any other person providing services through a lien on the assets of the Company leasing organization under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liabilityor otherwise.

Employee Benefit Plans; Employment Agreements. (a) All --------------------------------------------- benefit and compensation plans, contracts, policies or arrangements covering current or former employees of the Company and its subsidiaries (the "Employees") and current or former directors of the Company, including, but not --------- limited to, "employee benefit plans" within the meaning of Section 3.11(a3(3) of the Company Disclosure Schedule lists all employee pension plans Employee Retirement Income Security Act of 1974, as amended (as defined in Section 3(2) of "ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other bonusdeferred compensation, stock option, stock purchase, incentivestock appreciation rights, deferred compensationstock based, supplemental retirement, severance incentive and other similar fringe or employee benefit plans, programs or arrangements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant bonus plans (or any of their beneficiaries) of the Company or any other entity (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 Section 4001 of ERISA, 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 or Section 412 of the Code (together, the "Employee Plans"), other than -------------- Employee Plans maintained outside of the United States primarily for the benefit of Employees working outside of the United States, are listed on Section 4.12(a) of the Company Disclosure Schedule. There have been made available or will be made available no later than 20 business days after the date hereof to Parent True and complete copies of (i) each such written all Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports Plans listed on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i) Except as set forth in Section 3.11(b4.12(a) of the Company Disclosure Schedule, none including, but not limited to, any trust instruments and insurance contracts forming a part of the any Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personPlans, and none all amendments thereto, together with (if applicable) the most recent favorable determination letter from the Internal Revenue Service, the three most recent Form 5500 Annual Return/Reports and the most recent summary plan description and subsequent summaries of the material modifications, have been provided or made available to Parent. (b) All Employee Plans is a Plans, other than "multiemployer planplans" as such term is defined in within the meaning of Section 3(37) of ERISA; , covering Employees and maintained in the United States (iithe "Plans") no party are in interest or disqualified person substantial compliance with their terms and ----- all applicable laws. Each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA ("Pension Plan") and which is ------------ intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination letter ---- from the Internal Revenue Service with respect to "TRA" (as defined in Section 3(14) 1 of ERISA Rev. Proc. 93-39), and Section 4975 the Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter. There is no material pending or, to the knowledge of the Code) Company threatened, litigation or governmental investigation relating to the Plans. Neither the Company nor any of its subsidiaries has at any time engaged in a transaction with respect to any Employee Plan which that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any ERISA Affiliate, directly or indirectly, subsidiary to a tax, tax or penalty or other material liability for prohibited transactions under ERISA or imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (c) No Plan (i) is a "plan maintained by more than one employer", within the meaning of Section 413(c) of the Code; , (ii) provides benefits to any individual who is not a current or former Employee or director of the Company, or the dependent or beneficiary of such current or former Employee or director, (iii) no fiduciary is, or during the preceding 36 months was, funded through a "welfare benefit fund", within the meaning of any Employee Plan has breached any Section 419(e) of the responsibilities Code, (iv) provides, or obligations imposed upon fiduciaries during the preceding 36 months provided, benefits through (A) a "voluntary employees' beneficiary association", within the meaning of Section 501(c)(9) of the Code or (B) except as set forth on Section 4.12(a) of the Company Disclosure Schedule, a trust forming part of a plan providing for the payment of "supplemental unemployment compensation benefits", within the meaning of Section 501(c)(17) of the Code. (d) No liability under Subtitle C or D of Title I IV of ERISA, which breach could result in any material liability ERISA has been or is expected to be incurred by the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to ongoing, frozen or terminated "single-employer plan", within the meaning of Section 412 4001(a)(15) of the CodeERISA, currently or formerly maintained by any of them, or the terms single-employer plan of any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Employee Plan or Code (an "ERISA Affiliate"). The Company and the subsidiaries have not incurred and do ---------------- not expect to incur any collective bargaining agreement, have been made on or before their due dates; (vi) withdrawal liability with respect to each Employee Plan, no a multiemployer plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate). No notice of a "reportable event" ", within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 30-day notice reporting requirement has not been waived under the regulations or extended, other than pursuant to PBGC Reg. Section 4043 of ERISA) nor 4043.66, has been required to be filed for any event described in Section 4062, 4063 Pension Plan or 4041 of ERISA has occurred; and (vii) neither the Company nor by any ERISA Affiliate has incurredsince January 1, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions1998. (e) Except as set forth All contributions required to be made under the terms of any Plan have been timely made or have been reflected on the audited financial statements included in Section 3.11(e) of the Company Disclosure Schedule, no employee Filed SEC Documents. Neither any Pension Plan nor any single-employer plan of the Company an ERISA Affiliate has an "accumulated funding deficiency" (whether or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2not waived) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or Section 302 of ERISA been applied for with respect theretoand neither the Company nor any ERISA Affiliate has an outstanding funding waiver. The Neither the Company nor any of its subsidiaries has provided, or is required to provide, security to any Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code nor has any lien in favor of any such Pension Plan arisen under Section 412(n) of the Code or Section 302(f) of ERISA. (f) Under each Pension Plan which is a single-employer plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of the all "benefit liabilities (liabilities", within the meaning of Section 4041 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation), did not exceed the then current fair market value of the assets of such Plan, and there has been no material change in the financial condition of such Plan since the last day of the most recent plan year. The withdrawal liability of the Company and its subsidiaries under each Plan which is a multiemployer plan to which the Company, any of its subsidiaries or an ERISA Affiliate has contributed during the preceding 36 months, determined as if a "complete withdrawal", within the meaning of Section 4203 of ERISA, had occurred as of the date hereof, does not exceed $100,000. (g) Neither the Company nor any of its subsidiaries has any obligations for retiree health and life benefits under any Plan, except as set forth on Section 4.12(g) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by Company Disclosure Schedule. The Company or the PBGC does not exceed by more than $1,000,000 the value subsidiaries may amend or terminate any such Plan at any time without incurring any liability thereunder. (h) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of the Company or any of the subsidiaries to severance pay, or (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Employee Plans' assets. . (i) All Employee Plans maintained outside of the United States (which are listed in Section 4.12(i) of the Company Disclosure Schedule) comply in all material respects with applicable premiums required to be paid local law and there is no material litigation or governmental investigation pending, or to the PBGC knowledge of the Company, threatened against or relating to any such Plan. The Company and its subsidiaries have no material unfunded liabilities with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contractsany such Employee Plan. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company 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")), all employee welfare plans ----- (as defined in Section 3(1) of ERISA) ), 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, and any current employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current any present or former employee (including any beneficiary of any such employee) of, officer or any present or former consultant (including any beneficiary of any such consultant) to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISA--------------- Code, or any other subsidiary of the CompanyCompany (all such plans, practices and programs are referred to 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 or Section 412 of the Code (together, the "Company Employee Plans"). There have been made ---------------------- available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such of the Company Employee Plans that has been reduced to writing and a written description setting forth accurately and completely the material terms of each Company Employee Plan and all related trust agreements, insurance and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed that has not been reduced to plan participants, since the most recent summary plan descriptionswriting, (ii) the most recent three annual reports report on Form 5500 series5500, with accompanying schedules and attachments, filed with respect to each of the Company Employee Plan Plans for which such a report is or was required to make such a filingbe filed, and (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used Internal Revenue Service determination letter with respect to (ieach Company Employee Plan intended to be qualified under Section 401(a) any Employee Plan, shall mean that of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceCode. (i) Except in each case as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of neither the Employee Plans Company nor any ERISA Affiliate has ever maintained, contributed to, or been required to contribute to, any plan that is or was a "multiemployer multi-employer plan" as such term is defined in Section 3(37) of ERISA, a pension plan subject to Title IV of ERISA or a plan subject to Part 3 of Title I of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction" as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the CodePlan; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the all Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all statutes Laws (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, IRS 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 default or violation by any other party to, any of the Company Employee Plans; (iv) each 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 Plans where such default or violation could reasonably be expected to impair such determination; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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 result in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.Material Adverse Effect;

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists (i) all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, retirement and severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (or any of their beneficiaries) of to the Company or any other entity (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 Section 4001 of ERISA, or any subsidiary of the Company, Company other than a multiemployer plan as well as defined in Section 3(37) of ERISA ("Multiemployer Plan") (collectively the "Company Employee Plans") and (ii) each plan with respect Multiemployer Plan 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 or Section 412 any subsidiary of the Code (together, the "Employee Plans")Company has an obligation to contribute. There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (iA) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (iiB) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiC) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.112.11(a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate a subsidiary of the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance.Company Employee Plan. (b) (i) Except as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none ; 9 15 (ii) to the knowledge of the Employee Plans is a Company, there has been no "multiemployer planprohibited transaction," as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Company Employee Plans; (iv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust established under such a Company Employee Plan intended to qualify be exempt from tax under Section 501(a) of the Code is the subject of a favorable determination letter from the Internal Revenue Service ("IRS"), and nothing has occurred which may reasonably be expected to impair such determination; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan Plans or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate subsidiary of the Company has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation ("PBGC") arising in the ordinary course). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds any Stock Option (ias defined in Section 4.9) options to purchase Company Common Stock as of the date hereofof this Agreement, together with the number of shares of Company Common Stock subject to such optionStock Option, the option price of such option Stock Option (to the extent determined as of the date hereof), whether such option Stock 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rightsOption. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all written employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000200,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000300,000 to any individual, except excluding programs and policies required to be maintained by law; and (viv) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) 5.12 of the Company ARRIS Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of ERISA), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to ARRIS, any trade or any of their beneficiaries) of the Company or any other entity business (whether or not incorporated) which is a member of a controlled group including the Company ARRIS or which is under common control with the Company ARRIS (an "“ERISA Affiliate"”) within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary Subsidiary of the CompanyARRIS, as well as each plan with respect to which the Company ARRIS 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 (collectively the Code (together, the "“ARRIS Employee Plans"”). There have been made available or will be made available no later than 20 business days after the date hereof to Parent C-COR copies of (i) each such written ARRIS Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each ARRIS Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each ARRIS Employee Plan subject to Title IV of ERISA, and (iv) such other documents or information that C-COR reasonably requests. For purposes of this Section 3.115.12, the term "“material," when ” used with respect to (i) any ARRIS Employee Plan, shall mean that the Company ARRIS or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such ARRIS Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (i) Except as set forth in Section 3.11(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) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) with respect to each 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current employee, officer or director of Company or any of its subsidiaries who holds (i) options to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11 (a) of the Company Disclosure Schedule lists (i) all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare plans (as defined in Section 3(1) of ERISA) and all other employee benefit, bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, retirement and severance and other similar fringe or employee benefit plans, programs or arrangements, and any employment, executive compensation, consulting or severance agreements, written or otherwise, as amendedstatutory or contractual, modified with respect to which the Company or supplementedany person that, together with the Company, would be considered a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Code ("ERISA Affiliate"), has or has had in the six years preceding the date of this Agreement any obligation or liability or which are or were in the six years preceding the date of this Agreement maintained, contributed to or sponsored by the Company or any ERISA Affiliate for the benefit of, or relating to, any current or former employee, officer or director of or consultant (or any of their beneficiaries) of to the Company or any other entity (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 Section 4001 of ERISA, 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 or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after The Company has provided to the date hereof to Parent Acquiror copies of (iA) each such written Company Employee Plan and all related trust agreementsPlan, insurance and other contracts (including policies), B) the three most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiC) the most recent actuarial valuation for each Company Employee Plan subject to Title IV that is an employee pension benefit plan (as defined in Section 3(2) of ERISA. For purposes ), (D) each summary plan description and summary of this Section 3.11, the term "material," when used material modifications with respect to (i) any Employee Plan, shall mean that the each Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, and (iiE) any liabilitythe most recent determination opinion, obligation, breach advisory or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations notification letter(s) referred to in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceSection 2.11(b)(iv). (i) Except as set forth in Section 3.11(b2.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none except to the extent required by law; (ii) neither the Company, nor to the knowledge of the Employee Plans is Company, any other party in interest (within the meaning of Section 3(14) of ERISA) has engaged in a non-exempt "multiemployer planprohibited transaction," as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA AffiliatePlan, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any each Company Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated is in compliance in all material respects with with, and has always been operated in all material respects in accordance with, its terms and the requirements prescribed by any and all 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, IRS or Secretary of the Treasury), and the Company and each of its subsidiaries the ERISA Affiliates 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 default or violation by any other party to, any each of the Company Employee PlansPlans and each of the Company and the ERISA Affiliates has satisfied in all material respects all of its statutory, regulatory and contractual obligations with respect to each Company Employee Plan; (iv) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust established under such a Company Employee Plan intended to qualify be exempt from tax under Section 501(a) of the Code is either the subject of a favorable determination determination, opinion, advisory or notification letter from the Internal Revenue Service ("IRS") or has time remaining to apply under applicable Treasury Regulations or IRS pronouncements for such a determination letter and to make any amendments necessary to obtain a favorable determination, and nothing has occurred which may reasonably be expected to impair such determination; (v) all contributions contributions, premiums or payments required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due datesdates and all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any governmental authority and, to the knowledge of the Company, no fact or event exists which could give rise to any such challenge or disallowance; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation ("PBGC") arising in the ordinary course) and to the knowledge of the Company, no fact or event exists which could give rise to such liability; (viii) neither the Company nor any ERISA Affiliate has incurred any material liability for any excise tax arising under the Code with respect to a Company Employee Plan; (ix) neither the Company nor any ERISA Affiliate has made any express or implied commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan, program, arrangement, contract or scheme or to modify any Company Employee Plan, other than as required by law; (x) no legal action, suit or claim is pending or, to the knowledge of the Company, threatened with respect to any Company Employee Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that could give rise to any such action, suit or claim; (xi) there has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any ERISA Affiliate relating to, or change in employee participation or coverage under, any Company Employee Plan that would increase materially the expense of maintaining such Company Employee Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date of this Agreement; and (xii) none of the Company Employee Plans is a "multiemployer plan" (as defined in Section 3(37) of ERISA). (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options to purchase Company Common any Stock Option as of the date hereofof this Agreement, together with the number of shares of Company Common Stock Shares subject to such optionStock Option, the option price of such option Stock Option (to the extent determined as of the date hereof), whether such option Stock 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; and (ii) other rights, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rightsOption. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all written employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,0005,000; (iii) all officers of Parent or any of its subsidiaries who have executed a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,0005,000 to any individual, except excluding programs and policies required to be maintained by law; and (viv) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a) of the The Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any current or former employment or executive compensation or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer or consultant (or any of their beneficiaries) employee of the Company Company, any trade or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (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 or any ERISA Affiliate under the laws of any foreign jurisdiction or that relate exclusively to employees of the Company, any Subsidiary or any ERISA Affiliate employed outside the United States. There have been made available or will be made available no later than 20 business days after the date hereof With respect to Parent copies each Employee Plan, as applicable, a copy of (i) each such written Employee Plan and (other than those referred to in Section 4(b)(4) of ERISA, together with all related amendments, trust agreements, insurance policies and other contracts (including policies), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, service agreements; (ii) the three most recent three annual reports on Form recently filed Forms 5500 series, with accompanying schedules or 5500 C/R and attachments, filed with respect to each Employee Plan required to make such a filing, and any financial statements attached thereto; (iii) the most recent actuarial valuation for each Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, IRS determination letter; (iv) the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 with respect to such Employee Plan, most recent summary plan description; and (iiv) any liabilityall reports submitted within the presiding three years by third-party administrators, obligationactuaries, breach investment managers, consultants, or non-complianceother independent contractors, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect been made available to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-complianceParent. (i) Except as set forth in the Company Schedule, or as required by Section 3.11(b) 4980B of the Company Disclosure ScheduleCode, none of the Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, 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 not been any breach of any fiduciary duty, as described in Section 404 of ERISA, or no party in interest or disqualified person ("prohibited transaction", as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of , with respect to any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could may reasonably be expected to result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS") or Secretary of the Treasury), all Employee Plans have been operated at all times substantially in accordance with their terms, 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 default or violation by any other party to, any of the Employee Plans; (iv) each 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 IRSIRS or may rely upon an opinion letter issued with respect to the prototype or volume submitted plan that was the basis of the Employee Plan, and nothing has occurred which may reasonably be expected to impair such determinationdetermination subject to the ability of the employer that sponsors the Employee Plan to amend the plan to comply with recent law changes within such plan's "remedial amendment period," or provided by the IRS; (v) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of 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; (vi) with respect to each Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 4063, 4064 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation arising in the ordinary course); (vii) neither the Company nor any ERISA Affiliate has incurred any liability for any excise, income or other taxes or penalties with respect to any Employee Plan, and no event has occurred and no circumstance exists that may reasonably be expected to give rise to any such liability; (ix) there are no pending or, to the Company's knowledge, threatened claims against any Employee Plan (other than routine claims for benefits) or against any fiduciary or an Employee Plan with respect to such plan, nor is there any basis for such a claim; and (x) no Employee Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by any governmental entity, and no matters are pending with respect to any Employee Plan under any governmental corrective or remedial program. (c) The Company Schedule sets forth all of the employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, deferred compensation, stock compensation, stock purchase, retirement, hospitalization insurance, medical, dental, legal, disability and similar plans or arrangements or practices relating to the employees employed by the Canadian Subsidiaries (the "Canadian Benefit Plans"), excluding former plans, arrangements or practices under the Canadian Benefit Plans under which neither the Company nor any Subsidiary has any liability. No material changes have occurred to the Canadian Benefit Plans or, excluding changes in interest rates or investment returns, are expected to occur which would affect the actuarial reports or financial statements required to be provided to Parent pursuant to this Section 3.11(c2.17. (d) All of the Canadian Benefit Plans are and have been established, registered, qualified, invested and administered, in all respects, in accordance with all laws, regulations, orders or other legislative, administrative or judicial promulgations application to the Canadian Benefit Plans ("Applicable Benefit Laws") and in accordance with all understandings, written or oral, between (i) the Company and/or the Canadian Subsidiaries and (ii) the employees of the Company Disclosure and/or the employees of the Subsidiaries. No fact or circumstance exists that could adversely affect the tax-exempt status of any Canadian Benefit Plan which enjoys such status. (e) All obligations of the Company and the Canadian Subsidiaries regarding the Canadian Benefit Plans have been satisfied, there are no outstanding defaults or violations by any party thereto and no taxes, penalties or fees are owing or exigible under any of the Canadian Benefit Plans by the Company or any Canadian Subsidiary. The Company or a Canadian Subsidiary may unilaterally amend, modify, vary or terminate, in whole or in part, each Canadian Benefit Plan and take contribution holidays under or withdraw surplus from each Canadian Benefit Plan, subject only to approvals required by, and restrictions imposed by, Applicable Benefit Laws. (f) No Canadian Benefit Plan, nor any related trust or other funding medium thereunder, is subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental agency or instrumentality, or by any other entity (other than routine claims for benefits). Further, should any matter arise which could affect the registration of any of the Canadian Benefit Plans, the Company or a Canadian Subsidiary will, in a timely fashion, take all steps required to ensure such registration is not affected. (g) All contributions or premiums required to be made by the Company and/or the Canadian Subsidiaries under the terms of each Canadian Benefit Plan or by Applicable Benefit Laws have been made in a timely fashion in accordance with Applicable Benefit Laws and the terms of the Canadian Benefit Plans, and neither the Company nor any Canadian Subsidiary has, and as of Closing will not have, any liability (other than liabilities accruing after the Closing Date) with respect to any of the Canadian Benefit Plans which would have a Material Adverse Effect. (h) No material amendments have been made to any Canadian Benefit Plan and no improvements to any Canadian Benefit Plan have been promised and no amendments or improvements to a Canadian Benefit Plan will be made or promised prior to the Closing Date. There have been no improper withdrawals, applications or transfers of assets from any Canadian Benefit Plan or the trusts or other funding media relating thereto, and none of the Company, any Canadian Subsidiary, nor any of their agents has been in breach which would have a Material Adverse Effect of any fiduciary obligation with respect to the administration of the Canadian Benefit Plans or the trusts or other funding media relating thereto which would have a Material Adverse Effect. (i) CRC has furnished to Parent true, correct and complete copies of all the Canadian Benefit Plans as amended as of the date hereof together with all material related documentation including, without limitation, funding agreements, actuarial reports, funding and financial information returns and statements, all professional opinions (whether or not internally prepared) with respect to each Canadian Benefit Plan, all material internal memoranda concerning the Canadian Benefit Plans, copies of material correspondence with all regulatory authorities with respect to each Canadian Benefit Plan and plan summaries, booklets and personnel manuals. (j) Each Canadian Benefit Plan is fully funded or is fully insured on both an ongoing and solvency basis pursuant to the actuarial assumptions in the Company Schedule. None of the Canadian Benefit Plans enjoys any special tax status under the Income Tax Act (Canada) or under other applicable legislation, nor have any advance tax rulings been sought or received in respect of the Canadian Benefit Plans. All employee data necessary to administer each Canadian Benefit Plan has been provided by CRC to Parent and is true and correct as of the date hereof, and CRC will notify Parent of any changes thereto occurring prior to the Closing Date. No insurance policy or any other contract or agreement affecting any Canadian Benefit Plan requires or permits any material retroactive increase in premiums or payments due thereunder. (k) Except as disclosed in the Company Schedule, none of the Canadian Benefit Plans provide benefits to retired employees or to the beneficiaries or dependents of retired employees. (l) The Company Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries Subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, 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 on or after the date hereof, or as a result of, the Merger), the option price of such option (to the extent determined as of the date 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; and (ii) other rights, directly or indirectly, to acquire . The Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, ISOs and such nonqualified options and such other rightsoptions. (dm) Section 3.11(dAny amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers transactions contemplated by this Agreement by any employee, officer or director of the Company or any of its subsidiaries; (ii) all agreements with consultants affiliates who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000; (iii) all officers of Parent or any of its subsidiaries who have executed is a non-competition agreement with the Company; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000, except programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans "disqualified individual" (as such term is defined in Proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Employee Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 3(2) of ERISA) maintained by or on behalf 280G of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"Code). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a2.11(a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, incentive or deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs programs, or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to, and which is maintained or contributed to, the Company, any of their beneficiaries) of the Company trade or any other entity 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 AffiliateAFFILIATE") within the meaning of Section 414 of the Code or Section 4001 of ERISACode, or any subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could reasonably be expected to 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, collectively the "Employee PlansCOMPANY EMPLOYEE PLANS"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series5500, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company 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 Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(b2.11(a) of the Company Disclosure Schedule, (i) none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any personperson (other than post-employment benefits provided in accordance with the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or comparable state law), and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the Pension Benefit Guaranty Corporation (the "PBGC"), the 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 default or violation by any other party to, to any of the Company Employee Plans; (iv) 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; (v) all contributions required EXECUTION COPY EXHIBIT 2.1 to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course); (viii) there is no pending or, to the knowledge of the Company, threatened litigation, administrative action or proceeding relating to any Company Employee Plan (other than claims for benefits in the ordinary course of business); (ix) there has been no announcement or commitment by the Company or any of its subsidiaries to create an additional Company Employee Plan or to amend a Company Employee Plan except for amendments required by applicable law or changes in the ordinary course, in each case which do not materially increase the cost of such Company Employee Plan; (x) the Company has no liability, whether absolute or contingent, direct or indirect, including any obligations under any Company Employee Plan, with respect to any misclassification of a person as an independent contractor rather than as an employee, or with respect to any employee leased from another employee; and (xi) with respect to the Company and its subsidiaries, except as specifically identified in the Company Disclosure Schedule, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (a) increase the amount of, accelerate the time of payment of, or the vesting of compensation payable to any employee or (b) result in any liability to any present or former employee, including but not limited to, as a result of the Worker Adjustment Retraining and Notification Act. Neither the Company nor any of its subsidiaries maintains or contributes to any foreign Employee Plan. (c) Section 3.11(c2.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options to purchase Company Common any Stock Option as of the date hereof, together with the number of shares of Company Common Stock subject to such optionStock Option, the option price of such option Stock Option (to the extent determined as of the date hereof), whether such option Stock 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; and (ii) any other rightsright granted by the Company to acquire, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c2.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d2.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with employees and officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000100,000; (iii) all officers of Parent employees of, or consultants to, the Company or any of its subsidiaries who have executed a non-competition noncompetition agreement with the CompanyCompany or any of its subsidiaries; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees in each case with outstanding commitments exceeding $1,000,000employees, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the EXECUTION COPY EXHIBIT 2.1 Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a4.11(a) of the Company Disclosure Schedule lists all employee pension benefit plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all employee welfare benefit plans (as defined in Section 3(1) of ERISA) , 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, 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 (or any of their beneficiaries) of the Company or any other entity (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 Sections 414(b), (c), (m) or (o) of the Code or Section 4001 4001(a) (14) or (b) of ERISA, 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) Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (togetherthe "Code") (together for the purposes of this Section 4.11, the "Employee Plans"). There have been made available or will be made available no later than 20 business days after Prior to the date hereof of this Agreement, the Company has provided to Parent 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), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the three most recent three 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 (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 3.114.11, the term "material," when used with respect to (i) any Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $5,000,000 100,000 with respect to such Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 50,000, with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (ib) Except as set forth in Section 3.11(b4.11(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 "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) no party in interest or disqualified person (as defined in Section 3(14) of ERISA and Section 4975 of the Code) has at any time engaged in a transaction with respect to any Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISA, which breach could result in any material liability to the Company or any ERISA Affiliate; (iv) all Employee Plans have been established and maintained substantially in accordance with their terms and have operated in compliance in all material respects with the requirements prescribed by any and all 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, IRS Internal Revenue Service (the "IRS") or Secretary of the Treasury), and may by their terms be amended and/or terminated at any time subject to applicable law, 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 default or violation by any other party to, any of the Employee Plans; (ivv) each Employee Plan intended which is subject to qualify under Section 401(a) Parts 1, 2 and 4 of the Code and each trust intended to qualify under Section 501(a) Subtitle B of the Code ERISA is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (vvi) all contributions required to be made with respect to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vivii) with respect to each 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 or any event described in Section 4062, 4063 or 4041 of ERISA has occurredoccurred for which there is any material outstanding liability to the Company or any ERISA Affiliate nor would the consummation of the transaction contemplated hereby (including the execution of this agreement) constitute a reportable event for which the 30-day requirement has not been waived; and (viiviii) neither the Company nor any ERISA Affiliate has incurred, nor incurred or reasonably expects to incur, incur any liability under Title IV of ERISA (other than liability for premium payments to the PBGC Pension Benefit Guaranty Corporation (the "PBGC") arising in the ordinary course). (c) Section 3.11(c4.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any shares of Company Common Stock that are restricted; and (iii) any other rightsright, directly or indirectly, to acquire receive Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c4.11(c) of the Company Disclosure Schedule also sets forth the total number of any such ISOs, ISOs and any such nonqualified options and other such other rights. (d) Section 3.11(d4.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiariesCompany; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,00050,000; (iii) all agreements with respect to the services of independent contractors or leased employees whether or not they participate in any of the Employee Plans; (iv) all officers of Parent or any of its subsidiaries the Company who have executed a non-competition agreement with the Company; (ivv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000750,000, except excluding programs and policies required to be maintained by law; and (vvi) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e4.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) Employee Benefit Plan that is subject to Title IV of the Company Disclosure Schedule ERISA (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 100,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the any Defined Benefit Plans Plan which would give rise to a lien on the assets of the Company under Section 4068 of ERISAERISA or otherwise. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) Except as provided in Schedule 4.11(f) of the Company Disclosure Schedule, (i) the Company has never maintained an employee stock ownership plan (within the meaning of Section 4975(e)(7) of the Code) or any other Employee Plan that invests in Company stock; (ii) the Company has not proposed nor agreed to any increase in benefits under any Employee Plan (or the creation of new benefits) or change in employee coverage which would increase the expense of maintaining any Employee Plan; (iii) the consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or accelerate the vesting or timing of payment of any benefits or compensation payable in respect of any employee; (iv) no person will be entitled to any severance benefits under the terms of any Employee Plan solely by reason of the consummation of this transaction contemplated by this Agreement. All actions required to be taken by a fiduciary of any Employee Plan in order to effectuate the transactions contemplated by this Agreement shall comply with the terms of such Plan, ERISA and all other applicable laws. All actions required to be taken by a trustee of any Employee Plan that owns Company stock shall have been duly authorized by the appropriate fiduciaries of such Plan, and shall comply with the terms of Plan, ERISA and other applicable laws. (g) Each Employee Plan covering non-U.S. employees (an "International Plan") has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all applicable Laws (including any special provisions relating to registered or qualified plans where such International Plan was intended to so qualify) and has been maintained in good standing with applicable regulatory authorities. The fair market value of the assets of each funded International Plan (or the liability of each funded International Plan funded through insurance) is sufficient to procure or provide for the benefits accrued thereunder through the Closing Date according to the actuarial assumptions and valuations most recently used to determine employer contributions to the International Plan. (h) The Company has fiduciary liability insurance of at least $15,000,000 1,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.

Employee Benefit Plans; Employment Agreements. (a) Section 3.11(a3.11 (a) of the Company 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")), all material employee welfare plans (as defined in Section 3(1) of ERISA) 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, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, as amended, modified or supplemented, for the benefit of, or relating to, current employee, officer any employee of or consultant (to the Company, any trade or any of their beneficiaries) of the Company or any other entity 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 Section 4001 of ERISACode, 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 or Section 412 of the Code (together, collectively the "Company Employee Plans"). There have been made available or will be made available no later than 20 business days after the date hereof to Parent copies of (i) each such written Company Employee Plan and all related trust agreements, insurance and (other contracts (including policiesthan those referred to in Section 4(b)(4) of ERISA), the most recent summary plan descriptions, and summaries of material modifications and communications distributed to plan participants, since the most recent summary plan descriptions, (ii) the most recent three annual reports report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this Section 3.113.11(a), the term "material," when used with respect to (i) any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $5,000,000 500,000 with respect to such Company Employee Plan, and (ii) any liability, obligation, breach or non-compliance, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an amount exceeding $1,000,000 with respect to any one such or series of related liabilities, obligations, breaches, defaults, violations or instances of non-compliance. (b) (i) Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, none of the Company Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, and none of the Company Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no party in interest or disqualified person ("prohibited transaction," as such term is defined in Section 3(14) 406 of ERISA and Section 4975 of the Code) has at any time engaged in a transaction , with respect to any Company Employee Plan which could subject the Company or any ERISA Affiliate, directly or indirectly, to a tax, penalty or other material liability for prohibited transactions under ERISA or Section 4975 of the Code; (iii) no fiduciary of any Employee Plan has breached any of the responsibilities or obligations imposed upon fiduciaries under Title I of ERISAPlan, which breach could result in any material liability to of the Company or any ERISA Affiliateof its subsidiaries; (iviii) all Company Employee Plans have been established and maintained substantially in accordance with their terms and have operated are in compliance in all material respects with the requirements prescribed by any and all 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, IRS the 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 default or violation by any other party to, any of the Company Employee Plans; (iv) 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; (v) all contributions required to be made with respect to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates; (vi) 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; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC arising in the ordinary course). (c) Section 3.11(c) of the Company Disclosure Schedule sets forth a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds (i) options any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the option price of such option (to the extent determined as of the date 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; and (ii) any other rightsright, directly or indirectly, to acquire Company Common Stock, together with the number of shares of Company Common Stock subject to such right. Section 3.11(c) of the Company Disclosure Schedule also sets forth the total number of such ISOs, such nonqualified options and such other rights. (d) Section 3.11(d) of the Company Disclosure Schedule sets forth a true and complete list of (i) all employment agreements with officers of the Company or any of its subsidiaries; (ii) all agreements with consultants who are individuals obligating the Company or any of its subsidiaries to make annual cash payments in an amount exceeding $500,000200,000; (iii) all officers of Parent employees of, or consultants to, the Company or any of its subsidiaries who have executed a non-non- competition agreement with the CompanyCompany or any of its subsidiaries; (iv) all severance agreements, programs and policies of the Company or any of its subsidiaries with or relating to its employees employees, in each case with outstanding commitments exceeding $1,000,000300,000, except excluding programs and policies required to be maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company or any of its subsidiaries with or relating to its employees which contain change in control provisions. (e) Except as set forth in Section 3.11(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries has participated in any employee pension benefit plans (as defined in Section 3(2) of ERISA) maintained by or on behalf of the Company. The PBGC has not instituted proceedings to terminate any defined benefit plan listed in Section 3.11(e) of the Company Disclosure Schedule (each, a "Defined Benefit Plan"). The Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. The present value of the benefit liabilities (within the meaning of Section 4041 of ERISA) of the Defined Benefit Plans, determined on a termination basis using actuarial assumptions that would be used by the PBGC does not exceed by more than $1,000,000 the value of the Plans' assets. All applicable premiums required to be paid to the PBGC with respect to the Defined Benefit Plans have been paid. No facts or circumstances exist with respect to the Defined Benefit Plans which would give rise to a lien on the assets of the Company under Section 4068 of ERISA. All the assets of the Defined Benefit Plans are readily marketable securities or insurance contracts. (f) The Company has fiduciary liability insurance of at least $15,000,000 in effect covering the fiduciaries of the Employee Plans (including the Company) with respect to whom the Company may have liability.