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

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a4.9(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms Company Disclosure Statement sets forth a true and all contributions required to be made under the terms of any of the Parent Benefit Plans complete list as of the date of this Agreement have been timely made of each material employee benefit plan as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained by the Company or have been reflected on any of its Subsidiaries (the most recent consolidated balance sheet filed "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, the Company has heretofore delivered or incorporated by reference in the Parent Reports prior will deliver or make available to Tribune within 30 days of the date of this AgreementAgreement a true, correct and complete copy of: (i) each Company Benefit Plan, including all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the Internal Revenue Service (the "IRS"), if any. Except as provided in the foregoing documents delivered to Tribune and except as provided in Section 4.9(a) of the Company Disclosure Statement, there are no amendments to any Company Benefit Plan that have been adopted or approved nor has the Company or any Company Subsidiary undertaken to make any such amendments or to adopt or approve any new Plan which would reasonably be expected to have a material impact on the liabilities of the Company Benefit Plan. (b) With respect to each Company Benefit Plan which is subject to Title IV of ERISA, or Section 302 of ERISA or Section 412 or 4971 of the Parent Code, (i) the present value of accrued benefits under such Company Benefit PlansPlan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Company Benefit Plan's actuary with respect to such Company Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Company Benefit Plan allocable to such accrued benefits except with respect to one employee pension benefit plan maintained by a Subsidiary of the Company, in which case such excess is not greater than $10 million, (ii) no event "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Benefit Plan for which the 30-day notice requirement has not been waived, (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (iv) all premiums to the Pension Benefit Guaranty Corporation ("PBGC") have been timely paid in full, (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is reasonably expected to be incurred by the Company or any of its Subsidiaries and (vi) the PBGC has not instituted proceedings to terminate any such Company Benefit Plan and, to the knowledge of ParentCompany's knowledge, there exists no condition exists that presents a risk that such proceedings will be instituted or set which would constitute grounds under Section 4042 of circumstances ERISA for the termination of, or the appointment of a trustee to administer, any such Company Benefit Plan, except where the failure of any of the foregoing to be true would not, individually or in connection with which Parent the aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Section 4.9(b) of the Company Disclosure Statement sets forth all "multiemployer pension plans" (as such term is defined in section 3(37) of ERISA) (a "MULTIEMPLOYER PLAN") or all plans that have two or more contributing sponsors at least one of whom are not under common control, within the meaning of Section 4063 of ERISA (a "MULTIPLE EMPLOYER PLAN") of the Company or any Parent Subsidiary could of the Company. Total withdrawal liability of all such multiemployer plans, if triggered, would not create a Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates has incurred any withdrawal liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan that has not been satisfied in full. None of the withdrawal liabilities of the Company and/or any of its Subsidiaries for each Multiemployer Plan, if triggered, would reasonably be subject expected to have a Material Adverse Effect on the Company or prevent or materially delay the Offer or the Merger. (c) Each of the Company Benefit Plans has been operated and administered in accordance with applicable Laws and administrative rules and regulations under ERISA and the Code, except where a violation of any liability under such Law, rule or regulation would not, individually or in the terms aggregate, reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of such Parent the Offer or the Merger. Each of the Company Benefit Plans, ERISA, Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any other applicable Law which could such qualification, except where such action or failure to act can be cured without reasonably be being expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Effect on the Company or prevent or materially delay the consummation of the Offer or the Merger. Except as set forth in Section 5.09(c4.9(c) of the Parent Company Disclosure ScheduleStatement, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Subsidiary thereof beyond their retirement or other termination of service, other than death benefits or retirement benefits under any "employee pension plan" (as such term is defined in Section 3(2) of ERISA). All contributions or other amounts payable by the Company or any Subsidiary thereof as of the Effective Time with respect to each Company Benefit Plan have been timely paid or accrued in accordance with the terms of each such Company Benefit Plan. Except as set forth in Section 4.9(c) of the Company Disclosure Statement, and subject to Tribune's obligations under Section 6.9, neither Parent the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in a restriction on Tribune's ability to amend, modify or terminate any Parent Subsidiary is Company Benefit Plan, (B) trigger a party requirement for funding or the acceleration of funding of any Company Benefit Plan, (C) commence a period during which a subsequent termination of employment by a Company Employee will entitle such Company Employee to any benefits in excess of what would otherwise have been required in the absence of the transactions contemplated hereby or (D) result in a reportable event within the meaning of Section 4043(c) of ERISA for which a notice requirement has not been waived. (d) No collective bargaining agreement or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent the Company or any Parent SubsidiarySubsidiary thereof. As of the date of this Agreement, there There is no labor dispute, strike strike, slowdown or work stoppage against Parent the Company or any Parent Subsidiary thereof pending or, to the knowledge of Parentthe Company, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to havethat, individually or in the aggregate, would reasonably be expected to have a Parent Material Adverse Effect. As Effect on the Company or prevent or materially delay the consummation of the date of this Agreement, to Offer or the Merger. To the knowledge of Parentthe Company, none of Parentthe Company, any Parent Subsidiary, Subsidiary thereof or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent Subsidiarythe Company and its Subsidiaries, and there is no charge or complaint against Parent the Company or any Parent Subsidiary thereof by the National Labor Relations Board or any comparable Governmental Entity state or foreign agency pending or threatened in writingor, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on the Company or prevent or materially delay the consummation of the Offer or the Merger. (e) The Company has identified in Section 4.9(e) of the Company Disclosure Statement and has made available to Tribune true and complete copies of (i) all severance and employment agreements with directors and executive officers of the Company; (ii) all severance programs and policies of the Company with or relating to its employees; and (iii) all plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change in control provisions. Except as set forth in Section 4.9(e) of the Company Disclosure Statement, to the knowledge of the Company, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any material payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of the Company or any Subsidiary thereof or Affiliate from the Company or any Subsidiary thereof or Affiliate under any Company Benefit Plan or otherwise, (B) materially increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. (f) Except as set forth in Section 4.9(e) of the Company Disclosure Statement, neither the Company nor any Subsidiary thereof is a party to any Contract, plan, or arrangement under which it is obligated to make or to provide, or could become obligated to make or to provide, a payment or benefit that would be nondeductible under Section 162(m) or 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent STC or any Parent STC Subsidiary, or with respect to which Parent STC or any Parent STC Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSSTC Benefit Plans"), Parent STC has delivered or made available to the Company CGI a true, complete and correct copy of (i) such Parent STC Benefit Plan and the most recent summary plan description related to such Parent STC Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent STC Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS IRS) with respect to such Parent STC Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent STC Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent STC Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent STC Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent STC Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent STC Reports prior to the date of this Agreement. With Except as set forth in Section 4.09(b) of the STC Disclosure Schedule, with respect to the Parent STC Benefit Plans, no event has occurred and, to the knowledge of ParentSTC, there exists no condition or set of circumstances in connection with which Parent STC or any Parent STC Subsidiary could be subject to any liability under the terms of such Parent STC Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. (c) Except as set forth in Section 5.09(c4.09(c) of the Parent STC Disclosure Schedule, neither Parent STC nor any Parent STC Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent STC or any Parent STC Subsidiary and no collective bargaining agreement is being negotiated by Parent STC or any Parent STC Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent STC or any Parent STC Subsidiary pending or, to the knowledge of ParentSTC, threatened which may interfere with the respective business activities of Parent STC or any Parent STC Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentSTC, none of ParentSTC, any Parent STC Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent STC or any Parent STC Subsidiary, and there is no charge or complaint against Parent STC or any Parent STC Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. (d) Except as set forth in Section 4.09(d) of the STC Disclosure Schedule, STC has delivered to CGI true, complete and correct copies of (i) all employment agreements with officers and employees and all consulting agreements of STC and each STC Subsidiary providing for annual compensation in excess of $25,000, (ii) all severance plans, agreements, programs and policies of STC and each STC Subsidiary with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of STC and each STC Subsidiary with or relating to their respective employees or consultants which contain "change of control" provisions. (e) Except as provided in Section 4.09(e) of the STC Disclosure Schedule or as otherwise required by Law, no STC Benefit Plan provides retiree medical or retiree life insurance benefits to any person.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", ," as defined in Section 3(3) of ERISA) maintained ERISA and any plan, program, arrangement or contributed to by Parent contract providing for severance; medical, dental or any Parent Subsidiaryvision benefits; life insurance or death benefits; disability benefits, sick pay or with respect to which Parent other wage replacement; vacation, holiday or any Parent Subsidiary could incur liability under Section 4069sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), 4212(c) whether written or 4204 of ERISA not (the "PARENT BENEFIT PLANS"), Parent maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary (the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement arrangement, if any, relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) ), if any, filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement statement, if any, relating to such Parent Company Benefit Plan and (v) the most recent determination letter determination, notification, advisory or opinion letter, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and all material contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Company Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of ParentCompany, there exists no condition or set of circumstances in connection with which Parent Company or any Parent Company Subsidiary could be subject to any material liability (other than for routine benefit liabilities) under the terms of of, or with respect to, such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except Company on behalf of itself and each Company ERISA Affiliate (as set forth in defined below) hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 5.09(c401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Parent Disclosure ScheduleCode has received a favorable determination, notification, advisory or opinion letter from the IRS as to its qualified status, and each trust established in connection with any Company which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and to Company's knowledge no fact or event has occurred that is reasonably likely to adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to Company's knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Plan that could result in liability to the Company or a Company Subsidiary and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of Part 3 of Title I of ERISA or Section 412 of the Code and neither Parent the Company, any Company Subsidiary nor any other trade or business (whether or not incorporated) that is under "common control" with Company or a Company Subsidiary (within the meaning of ERISA Section 4001) or with respect to which Company or any Company Subsidiary could otherwise incur liability under Title IV of ERISA (a "COMPANY ERISA AFFILIATE") has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company, any Company Subsidiary or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any Company Subsidiary of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Company or any Company Subsidiary is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) Company has made available to Parent copies of (i) all employment agreements with officers and all consulting agreements of Company and each Company Subsidiary providing for annual compensation in excess of $100,000, (ii) all severance plans, agreements, programs and policies of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which may be required to be made by Company or any Company Subsidiary or which otherwise may be required to be made under the terms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Code Section 280(G)(1), and the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (f) Neither Company nor any Company Subsidiary is a party to to, or has any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent Company or any Parent Company Subsidiary and no collective bargaining agreement is being negotiated by Parent Company or any Parent SubsidiaryCompany Subsidiary or any person or entity that may obligate the Company or any Company Subsidiary thereunder. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent Company or any Parent Company Subsidiary pending or, to the knowledge of ParentCompany, threatened which may materially interfere with the respective business activities of Parent Company or any Parent Company Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentCompany, none of ParentCompany, any Parent Company Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent Company or any Parent Company Subsidiary, and there is no charge or complaint against Parent Company or any Parent Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (g) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To Company's knowledge, individually or Company and the Company ERISA Affiliates are in compliance in all material respects with (i) the aggregaterequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Parent Material Adverse Effectas amended ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 3.19 of the Disclosure Schedule contains a list of each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each stock option, stock purchase, fringe benefit, change in control, severance, retention, bonus and deferred compensation plan, agreement and arrangement (collectively, the "Plans") which are maintained or contributed to by Parent the Seller or any Parent Subsidiary, or the Pershing Companies with respect to which Parent any current or former Employee, officer or director of the Pershing Companies or any Parent Subsidiary could incur liability under Section 4069beneficiary or dependent thereof (collectively, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"), Parent other than Company Benefit Plans that are not material. With respect to each Company Benefit Plan, the Seller has delivered or made available to the Company Purchaser a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to IRS, (ii) such Parent Company Benefit Plan, (iii) each trust agreement relating to each Company Benefit Plan maintained for Employees, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Company Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation, if any, relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Seller, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary of the Pershing Companies could be subject to any actual or contingent liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably in an amount that would be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. (c) Except as set forth in Section 5.09(c) None of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary Pershing Companies is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary employee of the Pershing Companies, and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiaryof the Pershing Companies. As of the date of this Agreementhereof, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary of the Pershing Companies pending or, to the knowledge of Parentthe Seller, threatened in writing which may interfere with the respective business activities of Parent or any Parent Subsidiaryof the Pershing Companies, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. As of the date of this Agreementhereof, to the knowledge of Parentthe Seller, none of Parent, any Parent Subsidiary, the Pershing Companies or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiaryBusiness, and there is no charge or complaint against Parent or any Parent Subsidiary of the Pershing Companies by the National Labor Relations Board or any comparable Governmental Entity pending government agency pending, or to the knowledge of the Seller, threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as listed in Section 3.19(c) of the Disclosure Schedule, there are no pending charges or complaints alleging sexual or other harassment or other discrimination by any of the Pershing Companies or any of their employees or agents pending or, to the knowledge of the Seller, threatened in writing in each case against Seller or the Pershing Companies. Each of Seller and the Pershing Companies is, with respect to the Business, in substantial compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours and affirmative action. (d) Except with respect to arrangements or agreements the cost of which will be borne by the Seller or its Affiliates (other than the Pershing Companies), the Seller has listed in Section 3.19(d) of the Disclosure Schedule and has made available to the Purchaser (i) copies of all employment agreements with officers of the Pershing Companies (or copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all retention and severance agreements, programs and policies of the Pershing Companies with or relating to employees, other than such agreements, programs and policies that are required by applicable Law; and (iii) copies of all plans, programs, agreements and other arrangements of the Pershing Companies with or relating to employees which contain change in control provisions. (e) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) entitle any employee to severance pay becoming due under any Company Benefit Plan or any other arrangement, other than such agreements, programs and policies that are required by applicable Law, (ii) 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 obligation pursuant to, any of the Company Benefit Plans, or any other arrangement, with respect to employees, other than such agreements, programs and policies that are required by applicable Law, or (iii) result in payments under any of the Company Benefit Plans which would not be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (f) Each Company Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period and, to the knowledge of the Seller, no circumstances exist that are reasonably likely to result in the revocation or denial of any such favorable determination letter. (g) None of the Pershing Companies contribute to a "multiemployer plan", as defined in Section 3(37) of ERISA, nor has it contributed to such a plan within the past five calendar years. (i) All benefit and compensation plans, contracts, policies or arrangements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans covering current or former employees based outside of the Untied States or maintained outside of the United States that are subject to or governed by the Law of any jurisdiction other than the United States (collectively, the "Foreign Benefit Plans"), other than Foreign Benefit Plans that are not material, are listed on Schedule 3.19(h)(i) of the Disclosure Schedule. The Foreign Benefit Plans comply in all material respects with applicable Law. All operating documents governing the Foreign Benefit Plans and all employee communications and actuarial reports with respect to the Foreign Benefit Plans made available to the Purchaser are complete and accurate in all material respects. (ii) Except as listed in Schedule 3.19(h)(ii) of the Disclosure Schedule, the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, calculated to the Closing Date with respect to all current or former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan. (iii) For purposes of this subsection 3.19(h), "Benefit" means any pension, lump sum, indemnity, gratuity, deferred compensation, payment of medical expenses or other like benefit given or to be given on or in anticipation of or after leaving employment for any reason, including death, or in connection with any change in the nature of the service of the employee, or on retirement or death. "Scheme" means the Pershing Limited Pension Plan established November 30, 1987.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 3.19 of the Disclosure Schedule contains a list of each “employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each stock option, stock purchase, fringe benefit, change in control, severance, retention, bonus and deferred compensation plan, agreement and arrangement (collectively, the “Plans”) which are maintained or contributed to by Parent the Seller or any Parent Subsidiary, or the Pershing Companies with respect to which Parent any current or former Employee, officer or director of the Pershing Companies or any Parent Subsidiary could incur liability under Section 4069beneficiary or dependent thereof (collectively, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"“Company Benefit Plans”), Parent other than Company Benefit Plans that are not material. With respect to each Company Benefit Plan, the Seller has delivered or made available to the Company Purchaser a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to IRS, (ii) such Parent Company Benefit Plan, (iii) each trust agreement relating to each Company Benefit Plan maintained for Employees, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Company Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation, if any, relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Seller, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary of the Pershing Companies could be subject to any actual or contingent liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably in an amount that would be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. (c) Except as set forth in Section 5.09(c) None of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary Pershing Companies is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary employee of the Pershing Companies, and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiaryof the Pershing Companies. As of the date of this Agreementhereof, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary of the Pershing Companies pending or, to the knowledge of Parentthe Seller, threatened in writing which may interfere with the respective business activities of Parent or any Parent Subsidiaryof the Pershing Companies, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. As of the date of this Agreementhereof, to the knowledge of Parentthe Seller, none of Parent, any Parent Subsidiary, the Pershing Companies or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiaryBusiness, and there is no charge or complaint against Parent or any Parent Subsidiary of the Pershing Companies by the National Labor Relations Board or any comparable Governmental Entity pending government agency pending, or to the knowledge of the Seller, threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as listed in Section 3.19(c) of the Disclosure Schedule, there are no pending charges or complaints alleging sexual or other harassment or other discrimination by any of the Pershing Companies or any of their employees or agents pending or, to the knowledge of the Seller, threatened in writing in each case against Seller or the Pershing Companies. Each of Seller and the Pershing Companies is, with respect to the Business, in substantial compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours and affirmative action. (d) Except with respect to arrangements or agreements the cost of which will be borne by the Seller or its Affiliates (other than the Pershing Companies), the Seller has listed in Section 3.19(d) of the Disclosure Schedule and has made available to the Purchaser (i) copies of all employment agreements with officers of the Pershing Companies (or copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all retention and severance agreements, programs and policies of the Pershing Companies with or relating to employees, other than such agreements, programs and policies that are required by applicable Law; and (iii) copies of all plans, programs, agreements and other arrangements of the Pershing Companies with or relating to employees which contain change in control provisions. (e) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) entitle any employee to severance pay becoming due under any Company Benefit Plan or any other arrangement, other than such agreements, programs and policies that are required by applicable Law, (ii) 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 obligation pursuant to, any of the Company Benefit Plans, or any other arrangement, with respect to employees, other than such agreements, programs and policies that are required by applicable Law, or (iii) result in payments under any of the Company Benefit Plans which would not be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (f) Each Company Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period and, to the knowledge of the Seller , no circumstances exist that are reasonably likely to result in the revocation or denial of any such favorable determination letter. (g) None of the Pershing Companies contribute to a “multiemployer plan”, as defined in Section 3(37) of ERISA, nor has it contributed to such a plan within the past five calendar years. (i) All benefit and compensation plans, contracts, policies or arrangements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans covering current or former employees based outside of the Untied States or maintained outside of the United States that are subject to or governed by the Law of any jurisdiction other than the United States (collectively, the “Foreign Benefit Plans”), other than Foreign Benefit Plans that are not material, are listed on Schedule 3.19(h)(i) of the Disclosure Schedule. The Foreign Benefit Plans comply in all material respects with applicable Law. All operating documents governing the Foreign Benefit Plans and all employee communications and actuarial reports with respect to the Foreign Benefit Plans made available to the Purchaser are complete and accurate in all material respects. (ii) Except as listed in Schedule 3.19(h)(ii) of the Disclosure Schedule, the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, calculated to the Closing Date with respect to all current or former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan. (iii) For purposes of this subsection 3.19(h), “Benefit” means any pension, lump sum, indemnity, gratuity, deferred compensation, payment of medical expenses or other like benefit given or to be given on or in anticipation of or after leaving employment for any reason, including death, or in connection with any change in the nature of the service of the employee, or on retirement or death. “Scheme” means the Pershing Limited Pension Plan established November 30, 1987.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained maintained, sponsored or contributed to or required to be contributed to by Parent or any Parent SubsidiarySubsidiary or other trade or business (whether or not incorporated) treated as a single employer with Parent (a "Parent ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o) is a party, or with respect to which Parent or any Parent Subsidiary ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which Parent or any Parent ERISA Affiliate is a party (the "PARENT BENEFIT PLANSParent Benefit Plans"), Parent has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent a summary plan description related to of such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including, without limitation, ERISA and the Code, and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary ERISA Affiliate could be subject to any material liability (other than for routine benefit liabilities) under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except as set forth in Parent on behalf of itself and all of the Parent ERISA Affiliates hereby represents that: (i) each Parent Benefit Plan which is intended to be qualified under Section 5.09(c401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS as to its qualified status under the Code, and each trust established in connection with any Parent Disclosure Schedulewhich is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and to Parent's knowledge no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Parent Benefit Plan or the exempt status of any such trust; and (ii) to Parent's knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Parent is threatened, against or with respect to any such Parent Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor (other than routine benefits claims). (d) No Parent Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Parent nor any Parent ERISA Affiliate has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Parent or any Parent ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Parent Benefit Plan that is subject to Title IV or Part 3 of Title I of ERISA or Section 412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within 30 days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Parent Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) Neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (g) Except as required by Law, except where such unfair labor practiceno Parent Benefit Plan provides any of the following retiree benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To Parent's knowledge, individually or Parent and the Parent ERISA Affiliates are in material compliance with (i) the aggregate, a Parent Material Adverse Effectrequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With respect Neither Parent nor any Parent Subsidiary is subject to any dispute or controversy under federal or state labor laws other than any such controversy that would not be reasonably likely to have a Company Material Adverse Effect. Parent has made available to the Company a true and complete copy as of the date hereof of each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of ERISA) , maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur material liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"). (b) Except as set forth in Section 4.9 of the Parent Disclosure Schedule, Parent has delivered or made available with respect to the Company a true, complete and correct copy of (i) such each Parent Benefit Plan and which is subject to Title IV of ERISA, (A) the most recent summary plan description related to accrued benefit obligations under such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to calculated in accordance with FAS 87 based upon the actuarial assumptions used in the most recent actuarial report prepared by such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS 's actuary with respect to such Parent Benefit Plan, (iv) did not, as of its latest valuation date, exceed the most recent actuarial report or financial statement relating to then current value of the assets of such Parent Benefit Plan and allocable to such accrued benefits, (vB) no "reportable event" (within the most recent determination letter issued by the IRS meaning of Section 4043 of ERISA) has occurred with respect to such any Parent Benefit PlanPlan for which the 30-day notice requirement has not been waived, if it is qualified except where such reportable event would not have a Parent Material Adverse Effect, and (C) no condition exists which would subject Parent or any ERISA Affiliate to any fine under Section 401(a4071 of ERISA, except where such condition would not have a Parent Material Adverse Effect. Except as set forth in Section 4.9 of the Parent Disclosure Schedule, no Parent Benefit Plan is a "multiemployer pension plan" (as such term is defined in section 3(37) of the CodeERISA). (bc) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to havewhich, individually or in the aggregate, would have a Parent Material Adverse Effect. (c. Each of the Parent Benefit Plans has been operated and administered in all material respects in accordance with applicable laws and administrative or governmental rules and regulations, including, but not limited to, ERISA and the Code, except where a violation of any such law, rule or regulation would not have a Parent Material Adverse Effect. Each of the Parent Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification, except where such loss of qualification would not have a Parent Material Adverse Effect. Except as set forth in on Section 5.09(c) 4.9 of the Parent Disclosure ScheduleSchedule or in Parent SEC Filings filed prior to the date hereof, neither no Parent nor any Parent Subsidiary is a party Benefit Plan provides material benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to any collective bargaining current or other labor union contract applicable to persons employed by former employees of Parent or any Parent Subsidiary and no collective bargaining agreement beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under any "employee pension plan" (as such term is being negotiated by Parent or any Parent Subsidiary. As defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities books of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually (iv) benefits the full cost of which is borne by the current or in the aggregate, a Parent Material Adverse Effectformer employee (or his beneficiary). As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, All contributions or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against other amounts payable by Parent or any Parent Subsidiary by as of the National Labor Relations Board Effective Time with respect to each Parent Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code. Except as set forth in Section 4.9 of the Parent Disclosure Schedule or in any Parent SEC Filing filed prior to the date hereof, as of the date hereof, no Parent Benefit Plan nor any agreement between Parent or any comparable Governmental Entity pending Parent Subsidiary and any employee provides for the payment of any additional compensation or threatened benefits on account of termination of employment in writingcontemplation of or after, except where such unfair labor practiceor otherwise in connection with, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effecttransactions contemplated by this Agreement.

Employee Benefit Plans; Labor Matters. (a) With respect to SECTION 6.9(A) of the Parent Disclosure Statement sets forth a true and complete list as of the date hereof of each material employee benefit plan, program, arrangement and contract plan (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained and contract for employment or benefits, including, but not limited to, severance or change of control agreements, maintained, or contributed to to, by Parent or any Parent Subsidiaryof its Subsidiaries, or with respect to which Parent or any Parent Subsidiary could incur liability under of its Subsidiaries or any entity described in Section 40694.14(b), 4212(c(c) or 4204 (m) of ERISA the Code is required to contribute (the "PARENT BENEFIT PLANS"). With respect to each Parent Benefit Plan, Parent has heretofore delivered or made available to the Company a true, correct and complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to each material writing constituting a part of such Parent Benefit Plan, including without limitation all plan documents, trust agreements, and insurance contracts and other funding vehicles; (ii) the most recent Annual Report (Form 5500 Series) and accompanying schedule, if a any; (iii) the current summary plan description and any material modifications thereto, if any (in each case, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter from the IRS, if any. Except as provided in the foregoing documents delivered to the Company, there are no amendments to any Parent Benefit Plan that have been adopted or approved nor has Parent or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new plan. (b) With respect to each Parent Benefit Plan which is required thereforsubject to Title IV of ERISA, or Section 302 of ERISA or Section 412 or 4971 of the Code, (iii) each trust agreement or other funding arrangement relating to the present value of accrued benefits under such Parent Benefit Plan, (iii) based upon the actuarial assumptions used for funding purposes in the most recent annual actuarial report (Form 5500) filed with the IRS prepared by such Parent Benefit Plan's actuary with respect to such Parent Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Parent Benefit Plan allocable to such accrued benefits, (ii) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Parent Benefit Plan for which the 30-day notice requirement has not been waived, (iii) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, (iv) all premiums to the most recent actuarial report PBGC have been timely paid in full, (v) no liability (other than for premiums to PBGC) under Title IV of ERISA has been or financial statement relating is expected to be incurred by Parent or any of its Subsidiaries with respect to a Parent Benefit Plan to which contributions have been made, or an obligation to make contributions has been present, during the last six years, (vi) the PBGC has not instituted proceedings to terminate any such Parent Benefit Plan and, to Parent's knowledge, 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 Parent Benefit Plan and (vvii) there does not exist any liability of Parent as a result of a failure to comply with the most recent determination letter issued by continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the IRS with respect Code, except where the failure of any of the foregoing to such be true would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. No Parent Benefit Plan is a Multiemployer Plan or a Multiple Employer Plan. Neither Parent nor any of its Subsidiaries has at any time during the last six years, (A) contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan or (B) incurred any withdrawal liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, if it is qualified under that has not been satisfied in full. (c) Each of the Parent Benefit Plans has been operated and administered in accordance with applicable Laws and administrative rules and regulations of any Governmental Entity, including, but not limited to, ERISA and the Code, except where a violation of any such Law, rule or regulation would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. Each of the Parent Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code. (b) Each Parent Benefit Plan Code has been administered in all material respects in accordance received a favorable determination letter as to such qualification from the IRS or, with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to plans qualified in a foreign jurisdiction, from the Parent Benefit Plansapplicable Governmental Entity, and no event has occurred andoccurred, either by reason of any action or failure to act, which would cause the knowledge loss of Parentany such qualification, there exists no condition except where such action or set of circumstances in connection with which Parent or any Parent Subsidiary could failure to act can be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to havecured without having, individually or in the aggregate, a Parent Material Adverse EffectEffect on Parent. No Parent Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of Parent or any Subsidiary thereof beyond their retirement or other termination of service, other than (i) coverage mandated by applicable Law, (ii) death benefits or retirement benefits under any "employee pension plan" (as such term is defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of Parent or any Subsidiary thereof or (iv) benefits the full cost of which is borne by the current or former employee (or his beneficiary). All contributions or other amounts accrued or due from Parent or any Subsidiary thereof as of the Effective Time with respect to each Parent Benefit Plan in respect of current or prior plan years will have been paid or accrued by such time in accordance with GAAP. (cd) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Neither Parent nor any Parent Subsidiary thereof is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary thereof, and no collective bargaining agreement or other labor union contract is being negotiated by Parent or any Parent SubsidiarySubsidiary thereof. As of the date of this Agreement, there There is no labor dispute, strike strike, slowdown or work stoppage against Parent or any Parent Subsidiary thereof pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to havethat would, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. As of the date of this Agreement, to To the knowledge of Parent, none of Parent, any Parent Subsidiary, Subsidiary thereof or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiarySubsidiary thereof, and there is no charge or complaint against Parent or any Parent Subsidiary thereof by the National Labor Relations Board or any comparable Governmental Entity state or foreign agency pending or threatened in writingor, to the knowledge of Parent, threatened, except where such unfair labor practice, charge or complaint could not reasonably be expected to havewould not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (e) Parent has identified in SECTION 6.9(E) of the Parent Disclosure Statement and has made available to the Company true and complete copies of all plans, programs or arrangements (i) to provide compensation by grant of, or to allow the purchase of, Parent stock or stock of a predecessor employer, (ii) to provide incentive bonuses, (iii) to allow for, or provide for, the deferral of compensation other than through a plan described in Section 401(a) of the Code; and with respect to all such plans, programs or arrangements, all contributions, if any, accrued or due from Parent or any Subsidiary thereof as of the Effective Time in respect of current or prior plan years will have been paid or accrued by such time in accordance with GAAP. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director or any employee of Parent or any Subsidiary or Affiliate thereof from Parent or any Subsidiary or Affiliate thereof under any Parent Benefit Plan or otherwise, (B) materially increase any benefits otherwise payable under any Parent Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. (f) Neither Parent nor any Subsidiary thereof is a party to any contract, plan, or arrangement under which it is obligated to make or to provide, or could become obligated to make or to provide, a payment or benefit that would be nondeductible under Section 162(m) or 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", ," as defined in Section 3(3) of ERISA) maintained ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not ("Benefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA Company (the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Parent Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement arrangement, if any, relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) ), if any, filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement statement, if any, relating to such Parent Company Benefit Plan and (v) the most recent determination letter determination, notification, advisory or opinion letter, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither Company nor, to the Knowledge of Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code, and all contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. With respect to the Company Benefit Plans, no event has occurred and, to the Knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Company Benefit Plans, under ERISA, the Code or any other applicable Law. (c) Company on behalf of itself and each Company ERISA Affiliate (as defined below) hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(5) of the Code has received a favorable determination, notification, advisory or opinion letter from the IRS as to its qualified status, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from Federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and to the Knowledge of Company no fact or event has occurred that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to the Knowledge of Company there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Plan that could result in liability to Company and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) liability for the accrued benefits as of the date of such termination to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Company Reports prior to the date of this Agreement). With No suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the Parent IRS or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit PlansPlan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of Part 3 of Title I of ERISA or Section 412 of the Code and neither Company nor any other trade or business (whether or not incorporated) that is under "common control" with Company (within the meaning of ERISA Section 4001) or with respect to which Company could otherwise incur liability under Title IV of ERISA (a "Company ERISA Affiliate") has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company or any Company ERISA Affiliate that has not been satisfied in full, no event has occurred and, to the knowledge of Parent, there exists and no condition exists that presents a material risk to Company of incurring or set being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of circumstances the assets of Company is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) Company has delivered to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Company providing for annual compensation in connection excess of $100,000 (ii) all severance plans, agreements, programs and policies of Company with or relating to its employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Company with or relating to its employees, directors or consultants which Parent contain "change of control" provisions. No payment or any Parent Subsidiary could benefit which may be subject required to any liability be made by Company or which otherwise may be required to be made under the terms of such Parent any Company Benefit PlansPlan or other arrangement will constitute a parachute payment under Code Section 280(G)(1), ERISAand the consummation of the transactions contemplated by this Agreement will not, the Code alone or in conjunction with any other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of Company to severance benefits or any other applicable Law which could reasonably be expected to havepayment, individually compensation or in benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the aggregatetime of payment or vesting, a Parent Material Adverse Effector increase the amount of compensation or benefit due any such employee or service provider. (cf) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary Company is not a party to to, and has no obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary Company and no collective bargaining agreement is being negotiated by Parent Company or any Parent Subsidiaryperson or entity that may obligate the Company thereunder. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary Company pending or, to the knowledge Knowledge of ParentCompany, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCompany. As of the date of this Agreement, to the knowledge Knowledge of ParentCompany, none of Parent, any Parent Subsidiary, Company or any of their respective its representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses business of Parent or any Parent SubsidiaryCompany, and there is no charge or complaint against Parent or any Parent Subsidiary Company by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (g) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides any of the following retiree or post- employment benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To the Knowledge of Company, individually or Company and the Company ERISA Affiliates are in compliance in all material respects with (i) the aggregaterequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Parent Material Adverse Effectas amended ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With Section 4.11(a) of the Parent Disclosure Schedules lists all material Parent Benefit Plans. (b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect each Parent Benefit Plan (including any related trusts) has been established, maintained, administered, funded and invested in compliance with its terms and with applicable Law, and all premiums required by contract or Law to be paid, all benefits, expenses and other amounts due and payable and all contributions, transfers or payments required to be made to or under the terms of any Parent Benefit Plan prior to the date hereof have been timely made, paid or accrued in accordance with GAAP or IFRS, as applicable, and are reflected, to the extent required, in the Parent’s financial statements. To the Knowledge of Parent, no fact, event or omission has occurred which would reasonably be expected to cause any Parent Benefit Plan to lose its qualification to provide Tax-favored benefits under applicable Law. (c) No Parent Benefit Plan provides health or other welfare benefits after retirement or other termination of employment for current, former or future retired or terminated employees, their spouses, or their dependents (other than (i) continuation coverage required under applicable Law, (ii) coverage or benefits the full cost of which is borne by the employee or former employee (or any beneficiary of the employee or former employee), (iii) death benefits when termination occurs upon death or (iv) benefits provided during any applicable severance period). (d) None of the Parent Benefit Plans is a (i) “registered pension plan” within the meaning of subsection 248(1) of the CITA that provides for defined benefits, (ii) a “salary deferral arrangement” for purposes of section 248 of the CITA, (iii) a “retirement compensation arrangement” for purposes of section 248 of the CITA or (iv) plan to which Parent or any of its Subsidiaries are required to contribute pursuant to a collective agreement, participation agreement, any other agreement or statute or municipal by-law and which is not maintained or administered by Parent or any of its Subsidiaries and none of Parent or its Subsidiaries have, at any time during the last six (6) years, contributed to, been obligated to contribute to or incurred any liability with respect to each employee benefit to, any such plan. (e) Except as provided in this Agreement, programthe execution, arrangement delivery and contract performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not (i) result in any material payment (including, without limitation, bonus, golden parachute, retirement, severance, or other benefit or enhanced benefit) becoming due or payable to any "employee benefit plan", as defined in Section 3(3of the employees (present or former) of ERISA) maintained or contributed to by Parent or its Subsidiaries; (ii) increase the compensation or benefits otherwise payable to any Parent Subsidiarysuch employee (present or former), or with respect (iii) result in the acceleration of the time of payment or vesting of any material benefits or entitlements otherwise available pursuant to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (bf) Each Parent There are no pending, threatened or, to the Knowledge of Parent, anticipated claims, including any audit or inquiry by the Canada Revenue Agency, Internal Revenue Service, the U.S. Department of Labor of the U.S. Pension Benefit Plan has been administered in all material respects Guaranty Corporation (other than claims for benefits in accordance with its terms and all contributions required to be made under the terms of the Parent Benefit Plans) by, on behalf of or against any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior any trusts related thereto and, to the date Knowledge of this Agreement. With respect Parent, no set of circumstances exists which may reasonably give rise to a valid claim or lawsuit against the Parent Benefit Plans, no event has occurred and, any fiduciaries thereof with respect to their duties to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, Plans or the Code or assets of any other applicable Law which could of the trusts under any of the Parent Benefit Plans that would reasonably be expected to result in any material liability of Parent or any of its Subsidiaries, any participant in a Parent Benefit Plan, or any other Person. Neither Parent nor any of its Subsidiaries has taken any action to take corrective action or make a filing under any voluntary correction program of the Canada Revenue Agency or any other Governmental Entity with respect to any Parent Benefit Plan that remains unresolved, and to the Knowledge of Parent, no material plan defect including, any defect that would qualify for correction under any such program, exists. (g) Except as provided in this Agreement or required by applicable Law, there has been no amendment to, written interpretation of or announcement (whether or not written) by Parent or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Parent Benefit Plan that could increase materially the expense to Parent or any of its Subsidiaries, taken as a whole, of maintaining such plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. (h) None of Parent, its Subsidiaries or any of its ERISA Affiliates, or any other Person, including any fiduciary, has engaged in any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) that would reasonably be expected to subject any of the Parent Benefit Plans or their related trusts, Parent, any of its Subsidiaries, any of its ERISA Affiliates or any Person to any material Tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. (i) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, all Parent Benefit Plans that are subject to Section 409A of the Code are in compliance, in both form and operation, with the requirements of Section 409A of the Code and the Treasury regulations and guidance thereunder. (j) Parent and its Subsidiaries are in compliance with their obligations pursuant to all notification and bargaining obligations arising under any Parent Labor Agreements, except as would not have, individually or in the aggregate, a Parent Material Adverse Effect. (ck) Except as set forth would not reasonably be expected to result in, individually or in Section 5.09(c) of the aggregate, material liability to Parent Disclosure Scheduleand its Subsidiaries, neither Parent nor any Parent Subsidiary is taken as a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As whole as of the date of this Agreement, (i) there are no strikes or lockouts with respect to any employees of Parent or any of its Subsidiaries; (ii) to the Knowledge of Parent, there is no union organizing effort pending or threatened against Parent or any of its Subsidiaries; (iii) there is no labor dispute, strike dispute or work stoppage against Parent or any Parent Subsidiary labor arbitration proceeding pending or, to the knowledge Knowledge of Parent, threatened which may interfere against Parent or any of its Subsidiaries (other than, in each case, routine grievances, including those brought by unions or other collectively represented employees, to be heard by the applicable Governmental Entity); and (iv) there is no slowdown, or work stoppage in effect or, to the Knowledge of Parent, threatened with the respective business activities respect to employees of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could of its Subsidiaries. (l) Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As , since December 31, 2018, Parent and its Subsidiaries have complied with all applicable Laws with respect to employment and employment practices (including all applicable Laws, rules and regulations regarding wage and hour requirements, employee and worker classification, immigration status, discrimination in employment, harassment, employee health and safety, and collective bargaining). (m) The consent or consultation of, or the rendering of formal advice by, any labor or trade union, works council or similar organization is not required for Parent to enter into this Agreement or to consummate any of the date transactions contemplated hereby other than any consent, consultation or formal advice, the failure of this Agreementwhich to obtain or, to in the knowledge case of Parentconsultation, none of Parentengage in, any Parent Subsidiary, would not delay or any of their respective representatives or employees has committed any unfair labor practice in connection with prevent the operation consummation of the respective businesses of Parent transactions contemplated by this Agreement or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not otherwise reasonably be expected to haveresult in, individually or in the aggregate, material liability to Parent and its Subsidiaries, taken as a Parent Material Adverse Effectwhole as of the date of this Agreement.

Employee Benefit Plans; Labor Matters. (a) With respect to The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISAERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits) maintained ("Benefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Parent Company or any Parent Subsidiary, or with respect to which Parent or any Parent Company Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Parent Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement relating to such Parent Company Benefit Plan and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Company Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, to Company's knowledge, no event has occurred and, to the knowledge of ParentCompany, there exists no condition or set of circumstances in connection with which Parent Company or any Parent Company Subsidiary could be subject to any material liability (other than for routine benefit liabilities) under the terms of of, or with respect to, such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except Company on behalf of itself and each Company ERISA Affiliate (as defined below) hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has received a favorable determination letter from the IRS as to its qualified status, and each trust established in connection with any Company which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received an opinion letter from the IRS that it is so exempt or application for same is pending that is timely filed with the IRS, and to Company's knowledge no fact or event has occurred that is reasonably likely to materially adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to Company's reasonable knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Plan that could result in liability to the Company or a Company Subsidiary and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA)) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Company, any Company Subsidiary nor any other trade or business (whether or not incorporated) that is under "common control" with Company or a Company Subsidiary (within the meaning of ERISA Section 4001) or with respect to which Company or any Company Subsidiary could otherwise incur liability under Title IV of ERISA (a "Company ERISA Affiliate") has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company, any Company Subsidiary or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any Company Subsidiary of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Company or any Company Subsidiary is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Benefit Plan required to be set forth in the Disclosure Schedule that is subject to Title IV or Part 3 of Title I of ERISA or Section 5.09(c412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within 30 days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) Company has made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Company and each Company Subsidiary, (ii) all severance plans, agreements, programs and policies of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which may be required to be made by Company or any Company Subsidiary or which otherwise may be required to be made under the Parent Disclosure Scheduleterms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Code Section 280(G)(1), neither Parent and the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (g) Neither Company nor any Parent Company Subsidiary is a party to to, or has any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent Company or any Parent Company Subsidiary and no collective bargaining agreement is being negotiated by Parent Company or any Parent SubsidiaryCompany Subsidiary or any person or entity that may obligate the Company or any Company Subsidiary thereunder. As of the date of this Agreement, there is no labor dispute, strike strike, union organizing activity or work stoppage against Parent Company or any Parent Company Subsidiary pending or, to the knowledge of ParentCompany, threatened which may substantially interfere with the respective business activities of Parent Company or any Parent Company Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentCompany, none of ParentCompany, any Parent Company Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent Company or any Parent Company Subsidiary, and there is no charge or complaint filed against Parent Company or any Parent Company Subsidiary by or with the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (h) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To Company's knowledge, individually or Company and the Company ERISA Affiliates are in compliance with (i) the aggregaterequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Parent Material Adverse Effectas amended ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. Each Current Company Benefit Plan (aincluding each Company Stock Plan and each other agreement pursuant to which a Company Stock Option has been granted), and each Terminated Company Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) With of ERISA, is listed in Section 4.13 of the Company’s Disclosure Letter, including, with respect to every such Terminated Company Benefit Plans, the date of termination. True and correct copies of each of the following, to the extent applicable, have been delivered to the Parent with respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Current Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) : the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit PlanPension and Welfare Benefits Administration, the plan document (iv) including all amendments thereto), the trust agreement (including all amendments thereto), the most recent summary plan description and any summaries of material modifications thereto, the most recent actuarial report or financial statement relating to such Parent Benefit Plan valuation, and (v) the most recent determination letter letter, issued by the IRS with respect to such Parent any Current Company Benefit Plan, if it is Plan intended to be qualified under Section 401(a) 401 of the Code. (ba) Each Parent Company Benefit Plan has been administered maintained, in all material respects respects, in accordance with its terms and all contributions required to be made under in accordance with the terms provisions of ERISA, the Code and any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With other applicable Law, and with respect to the Parent each Company Benefit PlansPlan, no event has occurred and, to the knowledge Knowledge of Parentthe Company, there exists no condition or set of circumstances in connection with which Parent the Company or any Parent Subsidiary of its Subsidiaries could be subject to any material liability under the terms of such Parent Company Benefit PlansPlan, ERISA, the Code or any other applicable Law. (b) Each Current Company Benefit Plan intended to be qualified under Section 401 of the Code satisfies in form the requirements of such Section except to the extent amendments are not required by Law which to be made until a date after the Effective Time, has not been operated in a way that would adversely affect its qualified status, and if reliance is permitted under IRS Announcement 2001-77, the Company relies on the favorable opinion letter or advisory letter of the master and prototype or volume submitter plan sponsor of such Employee Plan. (c) There has been no termination or partial termination of any Current Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. (d) Any Terminated Company Benefit Plan intended to have been qualified under Section 401 of the Code received a favorable determination letter from the IRS with respect to its termination. (e) There are no material 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 Company Benefit Plan or its assets and, to the Knowledge of the Company, no facts or circumstances exist that could give rise to any such actions, suits or claims. (f) There is no material matter pending (other than routine qualification determination filings) with respect to any Company Benefit Plan before the IRS, the U.S. Department of Labor, the PBGC or any other Governmental Authority. (g) All contributions required to be made to Company Benefit Plans pursuant to their terms and the provisions of ERISA, the Code or any other applicable Law have been timely made or, pursuant to the terms of the Company Benefit Plans and applicable Law, there is a period of time remaining for such contributions to be timely made. (h) Neither the Company nor any corporation, trade, business or entity under common control with the Company, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to, or had any other obligation or liability to, within six years prior to the Closing Date, any Benefit Plan that is subject to Title IV of ERISA, any multi-employer plan within the meaning of Section 3(37) of ERISA, or any Benefit Plan subject to Section 412 of the Code or Section 302 of ERISA. (i) In connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, no payment of money or other property, acceleration of benefits or provision of other rights has been or will be made hereunder, under any agreement contemplated herein, or under any Current Company Benefit Plan or any of the programs, agreements, policies or other arrangements described in paragraph (k) below that could reasonably be expected to havebe non-deductible under Section 280G of the Code, individually whether or in the aggregatenot some other subsequent action or event would be required to cause such payment, a Parent Material Adverse Effectacceleration or provision to be triggered. (cj) Except as set forth in Section 5.09(c) The execution and delivery of this Agreement and the consummation of the Parent Disclosure Scheduletransactions contemplated hereby will not (i) require the Company or any of its Subsidiaries to make a larger contribution to, neither Parent or pay greater benefits or provide other rights under, any Current Company Benefit Plan or any of the programs, agreements, policies or other arrangements described in paragraph (k) below than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered or (ii) create or give rise to any additional vested rights or service credits under any Current Company Benefit Plan or any of such programs, agreements, policies or other arrangements, whether or not some other subsequent action or event would be required to cause such creation or acceleration to be triggered. (k) Neither the Company nor any Parent Subsidiary of its Subsidiaries is a party to or is bound by any severance, retention or change in control agreement, program or policy with respect to any employee, officer, director or consultant. True and correct copies of all employment agreements with officers or employees of the Company and its Subsidiaries, and all vacation, overtime, severance, retention and other compensation policies or programs of the Company and its Subsidiaries relating to their employees have been provided to the Parent. (l) No Current Company Benefit Plan provides retiree medical or retiree life insurance benefits to any Person and neither the Company nor any of its Subsidiaries is contractually or otherwise obligated (whether or not in writing) to provide any Person with life insurance or medical benefits upon retirement or termination of employment, other than as required by the provisions of Sections 601 through 608 of ERISA and Section 4980B of the Code. Each Current Company Benefit Plan may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued thereunder prior to such amendment or termination. (m) Neither the Company nor any of its Subsidiaries has contributed, transferred or otherwise provided any cash, securities or other property to any grantee, trust, escrow or other arrangement that has the effect of providing or setting aside assets for benefits payable pursuant to any termination, severance or other change in control agreement. (i) Neither the Company nor any of its Subsidiaries has agreed to recognize any labor union, collective bargaining representative, works council, or other form of employee representative; (ii) no labor union contract applicable to persons employed by Parent union, collective bargaining representative, works council, or other form of employee representative has been certified as the bargaining representative for any of the employees of the Company or any Parent Subsidiary of its Subsidiaries; (iii) to the Knowledge of the Company, no union organizing campaign or representation petition is currently pending with respect to any of the employees of the Company or any of its Subsidiaries and (iv) no collective bargaining agreement is being negotiated by Parent the Company or any Parent Subsidiaryof its Subsidiaries. As of the date of this Agreement, there There is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge Knowledge of Parentthe Company, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such labor dispute, strike strike, or work stoppage could not reasonably be expected to haveagainst the Company or any of its Subsidiaries. (o) Except for such exceptions that, individually or in the aggregate, would not have a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, Effect or any of their respective representatives have not resulted or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or result in the aggregateimposition of a criminal fine, penalty or sanction against the Company, any of its Subsidiaries or any of their respective officers or directors, all employees of the Company or any of its Subsidiaries are lawfully authorized to work in their present location under the Laws of the jurisdiction in which they work. (p) There are no claims, actions, suits, charges, investigations, complaints, or proceedings (including any proceedings in arbitration) pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries related to the terms and conditions of employment of employees, including without limitation those for: (i) wages, salaries, commissions, bonuses, vacation pay, severance or termination pay, sick pay or other compensation; (ii) alleged unlawful, unfair, wrongful, or discriminatory employment or labor practices; (iii) alleged breach of contract or other claim arising under a Parent Material Adverse Effectcollective bargaining or individual agreement or any other employment covenant whether express or implied; (iv) alleged violation of any statute, ordinance, contract, or regulation relating to minimum wages or maximum hours of work; (v) alleged violation of occupational safety and health standards; or (vi) alleged violation of plant closing and mass layoff, immigration, workers’ compensation, disability, unemployment compensation, whistleblower laws, or other employment or labor relations laws; and to the Knowledge of Company, no basis therefor exists.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract Each Benefit Plan (including, without limitation, any "employee benefit plan", as defined hereinafter defined) is listed in Section 3(32.10(a) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent Company's Disclosure Schedule. The Company has delivered or made available to the Company Acquiror a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect Internal Revenue Service (the "IRS") for each Benefit Plan for which a Form 5500 is required to be filed, (ii) such Benefit Plan, (iii) each trust agreement, if any, relating to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Benefit Plan subject to Title IV of the Employee Retirement and Income Security Act of 1974, as amended ("ERISA"), and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Benefit Plan, if it is Plan qualified under Section 401(a) section 401 of the Code. . "Benefit Plans" shall mean any employee pension benefit plan (bwhether or not insured), as defined in Section 3(2) Each Parent Benefit Plan has been administered of ERISA, any employee welfare benefit plan (whether or not insured) as defined in all material respects in accordance with Section 3(1) of ERISA, any plans that would be employee pension benefit plans or employee welfare benefit plans if they were subject to ERISA, such as foreign plans and plans for directors, any stock bonus, stock ownership, stock option, stock purchase, stock appreciation rights, phantom stock, or other stock plan (whether qualified or nonqualified), and any bonus or incentive compensation plan sponsored, maintained, or contributed to by the Company or any of its terms and all contributions required to be made under subsidiaries for the terms benefit of any of the Parent Benefit Plans as present or former directors, officers, employees, agents, consultants, or other similar representatives providing services to or for the Company or any of the date of this Agreement its subsidiaries in connection with such services or any such plans which have been timely made so sponsored, maintained, or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports contributed to within six years prior to the date of this Agreement. With respect to the Parent Benefit Plans; provided, no event has occurred andhowever, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of that such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or term shall not include (x) routine employment policies and procedures developed and applied in the aggregateordinary course of business and consistent with past practice, a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Scheduleincluding wage, neither Parent nor any Parent Subsidiary is a party to any collective bargaining vacation, holiday, and sick or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreementleave policies, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary(y) workers compensation insurance, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect(z) directors and officers liability insurance.

Employee Benefit Plans; Labor Matters. (a) With respect to each Section 4.09(a) of the Company Disclosure Schedule lists (i) all employee benefit plan, program, arrangement and contract plans (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contributed life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to by Parent which the Company or any Parent SubsidiaryCompany Subsidiary is a party, or with respect to which Parent the Company or any Parent Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 40694069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) or 4204 of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its affiliates and any employee of the Company or of any Company Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Parent the Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan and the most recent summary plan description related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS IRS) with respect to such Parent Company Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Company Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Company Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as set forth in disclosed on Section 5.09(c4.09(a) of the Parent Company Disclosure Schedule, neither Parent nor there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Parent Company Subsidiary is a party party, with respect to any collective bargaining or other labor union contract applicable to persons employed by Parent which the Company or any Parent Company Subsidiary and no collective bargaining agreement is being negotiated has any obligation or which are maintained, contributed to or sponsored by Parent the Company or any Parent Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary. As of Neither the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Company

Employee Benefit Plans; Labor Matters. (a) With respect to each all employee benefit plan, program, arrangement and contract plans (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contributed to by Parent life insurance, supplemental retirement, severance or any Parent Subsidiaryother benefit plans, programs or with respect arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which WAG, Parent or any Parent Subsidiary could incur liability under Section 4069is a party, 4212(c) with respect to which WAG, Parent or 4204 any Parent Subsidiary has any obligation or which are maintained, contributed to or sponsored by WAG, Parent or any Parent Subsidiary for the benefit of ERISA any current or former employee, officer or director of WAG, Parent or any Parent Subsidiary (collectively, the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither WAG, Parent nor any Parent Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Parent Benefit Plans is a Multiemployer Plan or a Multiple Employer Plan. None of the Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of WAG, Parent or any Parent Subsidiary. (c) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of WAG or Parent, there exists no condition or set of circumstances in connection with which WAG, Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. . No legal action, suit or claim is pending or, to WAG's and Parent's knowledge, threatened with respect to any Parent Benefit Plan (cother than claims for benefits in the ordinary course). (d) Except Other than as set forth disclosed in Section 5.09(c5.09(d) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining Schedule or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As : (i) each Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of this Agreementsuch determination letter from the IRS to adversely affect the qualified status of any such Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by WAG, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the National Labor Relations Board IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan; (iv) neither WAG, Parent nor any Parent Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any comparable Governmental Entity pending liability under Section 502 of ERISA, and no fact or threatened in writing, except where event exists which could give rise to any such unfair labor practice, charge liability; (v) no complete or complaint could not reasonably be partial termination has occurred within the five years preceding the date hereof with respect to any Parent Benefit Plan; (vi) no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to haveoccur with respect to any Parent Benefit Plan subject to Title IV of ERISA; (vii) no Parent Benefit Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), individually whether or in not waived, as of the aggregatemost recently ended plan year of such Parent Benefit Plan; (viii) none of the assets of WAG, a Parent Material Adverse Effector any Parent Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither WAG, Parent nor any Parent Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (ix) all contributions, premiums or payments required to be made with respect to any Parent Benefit Plan have been made on or before their due dates; (x) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance; and (xi) as of the Effective Time, no Parent Benefit Plan which is subject to Title IV of ERISA will have an "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA).

Employee Benefit Plans; Labor Matters. (a) With respect to each Schedule 4.12(a) of the Parent Disclosure Schedule lists all employee benefit plan, program, arrangement and contract plans (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained and all bonus, stock option, stock purchase, stock appreciation right, restricted stock, phantom stock, incentive, deferred compensation, retiree medical, disability or contributed life insurance, cafeteria benefit, dependent care, disability, director or employee loan, fringe benefit, sabbatical, supplemental retirement, severance or other benefit plans, programs or arrangements, (whether legally enforceable or not, whether formal or informal and whether in writing or not) (each, a "PARENT PLAN," and collectively, the "PARENT PLANS") to by which Parent or any Parent SubsidiarySubsidiary is a party, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069has any obligation or which are maintained, 4212(ccontributed to or sponsored by Parent or any Parent Subsidiary for the benefit of any current or former employee, officer or director of Parent or any Parent Subsidiary (b) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Each Parent Plan is in writing and Parent has delivered or made available to the Company a true, true and complete and correct copy of each Parent Plan (or a written summary where the Parent Plan is not in writing) and a true and complete copy of each material document, if any, prepared in connection with each such Parent Plan, including, without limitation, and only if applicable, (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required thereforcopy of each trust or other funding arrangement, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plansummary plan description and summary of material modifications, (iii) the two most recent annual report reports (Form 55005500 series and all schedules and financial statements attached thereto) filed with required under ERISA or the IRS with respect to such Parent Benefit PlanCode, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent recently received Internal Revenue Service determination letter issued by the IRS with respect for each Parent Plan intended to such Parent Benefit Plan, if it is qualified qualify under Section 401(a) of the Code, (v) the most recently prepared actuarial report and financial statement in connection with each such Parent Plan, (vi) any material correspondence with the Internal Revenue Service or the Department of Labor with respect to each such Parent Plan and (vii) each form of notice of grant and stock option 40 agreement used to document Parent Options. Except for the Parent Plans, neither Parent nor any Parent Subsidiary has an express or implied commitment, whether legally enforceable or not, (x) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement that would constitute a Parent Plan, (y) to enter into any contract or agreement to provide compensation for services to any individual, or (z) to modify, change the terms of or terminate any Parent Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (bc) None of the Parent Plans is a Multi-employer Plan or a Multiple Employer Plan. (d) Except as otherwise required by ERISA, the Code or other applicable Federal, state, local or foreign law, none of the Parent Plans provides for the payment of separation, severance, termination or similar benefits to any person, or obligates Parent or any Parent Subsidiary to pay separation, severance, termination or similar-type benefits solely or partially as a result of any transaction contemplated by this Agreement or as a result of a "change in ownership or control," within the meaning of such term under Section 280G of the Code. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or together with another event, will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, forgiveness of indebtedness or otherwise) becoming due under any Parent Plan, whether or not such payment is contingent, (ii) increase any benefits otherwise payable under any Parent Plan or other arrangement, (iii) result in the acceleration of the time of payment, vesting or funding of any benefits including, but not limited to, the acceleration of the vesting and exercisability of any Parent Option, whether or not contingent, or (iv) affect in any material respects any Parent Plan's current treatment under any Laws including any Tax or social contribution Law. No Parent Plan provides, or reflects or represents any liability to provide, retiree health, disability, or life insurance benefits to any person for any reason, except as may be required by COBRA, or other applicable Federal, state, local or foreign statute or other law, and Parent has never represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) or any other person that such employee or other person would be provided with retiree health, disability, or life insurance benefits, except to the extent required by applicable Federal, state, local or foreign statute or other law. (e) Each Parent Benefit Plan is now and always has been administered operated in accordance in all material respects in accordance with its terms and the requirements of all contributions applicable Laws, regulations and rules promulgated thereunder including, without limitation, ERISA, COBRA, FMLA and the Code. Each of Parent and each Parent Subsidiary has substantially performed in all material respects all material obligations required to be made performed by it under, is not in any respect in default under the terms or in violation of, and has no knowledge of any default or violation by any party to, any Parent Plan. No action, claim or proceeding is pending or, to the knowledge of the Parent, threatened with respect to any Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference Plan (other than claims for benefits in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred ordinary course) and, to the knowledge of Parent, there no fact or event exists which could give rise to any such action, claim or proceeding. To Parent's knowledge, neither Parent nor any ERISA Affiliate of Parent is subject to any penalty or Tax with respect to any Parent Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each Parent Plan can be amended, terminated or otherwise discontinued at any time without material liability to Parent, the 41 Company or any of their ERISA Affiliates (other than ordinary administration expenses). Neither Parent nor any affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state Law applicable to its employees. (f) Each Parent Plan intended to qualify under Section 401(a) or Section 401(k) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has received a favorable determination, opinion, notification or advisory letter from the Internal Revenue Service with respect to each such Parent Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, and no condition fact or set event has occurred since the date of circumstances such determination letter or letters from the Internal Revenue Service to adversely affect the qualified status of any such Parent Plan or the exempt status of any such trust, or (ii) has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Parent Plan. (g) Neither Parent nor any Parent Subsidiary nor any ERISA Affiliate has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multi-employer Plan or Multiple Employer Plan, and no fact or event exists which could give rise to any such liability. (h) Neither Parent or nor any Parent Subsidiary could has, since December 31, 1995, terminated, suspended, discontinued contributions to or withdrawn from any employee pension benefit plan, as defined in Section 3(2) of ERISA, including, without limitation, any Multi-employer Plan. All contributions, premiums or payments required to be subject made or accrued with respect to any liability under the terms of Parent Plan have been made on or before their due dates. All such Parent Benefit Planscontributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Entity and, ERISAto Parent's knowledge, the Code no fact or any other applicable Law event exists which could reasonably be expected give rise to have, individually any such challenge or in the aggregate, a Parent Material Adverse Effectdisallowance. (ci) Except as set forth in Section 5.09(c(i) of the Parent Disclosure Schedule, neither Neither Parent nor any Parent Subsidiary is a party to any collective bargaining agreement or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and or in Parent's or any Parent Subsidiary's business, and, to Parent's knowledge, currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit that could affect Parent or any Parent Subsidiary; (ii) there are no controversies, strikes, slowdowns or work stoppages pending or, to Parent's knowledge, threatened between Parent or any Parent Subsidiary and any of its employees, and neither Parent nor any Parent Subsidiary has experienced any such controversy, strike, slowdown or work stoppage within the past three years; (iii) neither Parent nor any Parent Subsidiary has breached or otherwise failed to comply with the provisions of any 42 collective bargaining or union contract to which Parent is a party and there are no grievances outstanding against Parent or any Parent Subsidiary under any such agreement or contract that are now pending before any Person or Governmental Entity or are known to Parent; (iv) there are no unfair labor practice complaints pending against Parent or any Parent Subsidiary before the National Labor Relations Board or any other Governmental Entity or any current union representation questions involving employees of Parent or any Parent Subsidiary, and, to Parent's knowledge, Parent and each Parent Subsidiary have not engaged in any unfair labor practice; (v) Parent and each Parent Subsidiary are currently in compliance with all material provisions of applicable Laws relating to the employment of labor, including those related to wages, hours, worker classification (including the proper classification of independent contractors and consultants), collective bargaining, workers' compensation and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity and has withheld and paid to the appropriate Governmental Entity or is being negotiated holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of Parent or any Parent Subsidiary and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (vi) Parent and each Parent Subsidiary has paid in full to all employees or adequately accrued for in accordance with U.S. GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (vii) no claim that is now pending before any Governmental Entity has been made against Parent or any Parent Subsidiary with respect to payment of wages, salary, overtime pay, workers compensation benefits or disability benefits with respect to any person currently or formerly employed by Parent or any Parent Subsidiary. As , and, to Parent's knowledge, no such claim has been threatened or asserted; (viii) neither Parent nor any Parent Subsidiary is a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (ix) Parent and each Parent Subsidiary are in compliance with all material provisions of the date of this Agreementapplicable Laws and regulations relating to occupational safety and health Laws and regulations, and there is no labor dispute, strike charge or work stoppage against proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to Parent or any Parent Subsidiary; (x) to Parent's knowledge, Parent and each Parent Subsidiary pending are in compliance with all material Laws and regulations relating to discrimination in employment, and there is no charge of discrimination in employment or employment practices for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by or that is now pending before the National Labor Relations Board United States Equal Employment Opportunity Commission or any comparable other Governmental Entity pending or threatened in writingEntity; and (xi) to Parent's knowledge, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or each employee of Parent and each Parent Subsidiary who is located in the aggregateUnited States and is not a United States citizen has all approvals, a authorizations and papers necessary to work in the United States in accordance with applicable Law. (j) Section 4.12(j) of the Parent Material Adverse EffectDisclosure Schedule sets forth the name and title of each employee of Parent with the title of Vice President or higher.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "“employee benefit plan"”, as defined in Section 3(3) of ERISA) maintained maintained, sponsored or contributed to or required to be contributed to by Parent Company or any Parent SubsidiaryCompany Subsidiary or other trade or business (whether or not incorporated) treated as a single employer with Company (a “Company ERISA Affiliate”) pursuant to Code Section 414(b), (c), (m) or (o) that covers or covered former or current employees of Company or any of its Subsidiaries (or any beneficiary thereof), or with respect to which Parent Company or any Parent Subsidiary Company ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code (the "PARENT BENEFIT PLANS"“Company Benefit Plans”), Parent Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan and the most recent summary plan description related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Company Benefit Plan. None of Company, any Company Subsidiary or any Company Affiliate has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS other than with respect to such Parent Benefit Plana modification, if it is qualified under Section 401(a) of change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including, without limitation, ERISA and the Code, and all contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance combined statements of financial condition sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge Knowledge of ParentCompany, there exists no condition or set of circumstances in connection with which Parent Company, any Company Subsidiary or any Parent Subsidiary Company ERISA Affiliate could reasonably be expected to be subject to any material liability (other than for routine benefit liabilities) under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could Law. (i) To the Knowledge of Company, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Company Benefit Plan, and (ii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability, other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is a pension benefit plan subject to Part 3 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent combined statements of financial condition prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Company is threatened in writing, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS, United States Department of Labor or other applicable Governmental Entity. (d) No Company Benefit Plan is a multi-employer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA or Section 412 of the Code and none of Company, any Company Subsidiary or any Company ERISA Affiliate has sponsored or contributed to or been required to contribute to a multi-employer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company, any Company Subsidiary or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a reasonable risk to Company, any Company Subsidiary or any Company ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Company or any Company ERISA Affiliate is, or may reasonably be expected to havebecome, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) Company has listed on Schedule 4.9(E) of the Company Disclosure Memorandum and has delivered to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Company and each Company Subsidiary, (ii) all severance plans, agreements, programs and policies of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants which contain “change of control” provisions. No payment or benefit which will be made by Company or any Company Subsidiary under any Company Benefit Plan or other arrangement will constitute an excess parachute payment under Code Section 280G(b)(1), and the consummation of the transactions contemplated by this Agreement will not individually or in conjunction with any other possible event (including termination of employment) (i) entitle any current or former employee or other service provider of Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the aggregatetime of payment or vesting, a Parent Material Adverse Effector increase the amount of compensation or benefit due any such employee or service provider. (cf) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent Neither Company nor any Parent Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons Persons employed by Parent Company or any Parent Company Subsidiary and no collective bargaining agreement is being negotiated by Parent Company or any Parent Company Subsidiary. As of the date of this Agreement, there There is no labor dispute, strike or work stoppage against Parent Company or any Parent Company Subsidiary pending or, to the knowledge Knowledge of ParentCompany, threatened in writing which may interfere with the respective business activities of Parent Company or any Parent Company Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in . To the aggregate, a Parent Material Adverse Effect. As Knowledge of the date of this Agreement, to the knowledge of ParentCompany, none of ParentCompany, any Parent Company Subsidiary, or any of their the respective business representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent Company or any Parent Company Subsidiary, and there is no charge or complaint against Parent Company or any Parent Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (g) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides retiree or post-employment medical, charge disability or complaint could not reasonably be expected life insurance benefits to haveany Person. To the Knowledge of Company, individually or Company and the Company ERISA Affiliates comply in all material respects with (i) the aggregate, a Parent Material Adverse Effectrequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent STC or any Parent STC Subsidiary, or with respect to which Parent STC or any Parent STC Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSSTC Benefit Plans"), Parent STC has delivered or made available to the Company CGI a true, complete and correct copy of (i) such Parent STC Benefit Plan and the most recent summary plan description related to such Parent STC Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent STC Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS IRS) with respect to such Parent STC Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent STC Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent STC Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent STC Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent STC Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent STC Reports prior to the date of this Agreement. With Except as set forth in Section 4.09(b) of the STC Disclosure Schedule, with respect to the Parent STC Benefit Plans, no event has occurred and, to the knowledge of ParentSTC, there exists no condition or set of circumstances in connection with which Parent STC or any Parent STC Subsidiary could be subject to any liability under the terms of such Parent STC Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. (c) Except as set forth in Section 5.09(c4.09(c) of the Parent STC Disclosure Schedule, neither Parent STC nor any Parent STC Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent STC or any Parent STC Subsidiary and no collective bargaining agreement is being negotiated by Parent STC or any Parent STC Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent STC or any Parent STC Subsidiary pending or, to the knowledge of ParentSTC, threatened which may interfere with the respective business activities of Parent STC or any Parent STC Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentSTC, none of ParentSTC, any Parent STC Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent STC or any Parent STC Subsidiary, and there is no charge or complaint against Parent STC or any Parent STC Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. 15 (d) Except as set forth in Section 4.09(d) of the STC Disclosure Schedule, STC has delivered to CGI true, complete and correct copies of (i) all employment agreements with officers and employees and all consulting agreements of STC and each STC Subsidiary providing for annual compensation in excess of $25,000, (ii) all severance plans, agreements, programs and policies of STC and each STC Subsidiary with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of STC and each STC Subsidiary with or relating to their respective employees or consultants which contain "change of control" provisions. (e) Except as provided in Section 4.09(e) of the STC Disclosure Schedule or as otherwise required by Law, no STC Benefit Plan provides retiree medical or retiree life insurance benefits to any person.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 3.19 of the Disclosure Schedule contains a list of each “employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each stock option, stock purchase, fringe benefit, change in control, severance, retention, bonus and deferred compensation plan, agreement and arrangement (collectively, the “Plans”) which are maintained or contributed to by Parent the Seller or any Parent Subsidiary, or the Pershing Companies with respect to which Parent any current or former Employee, officer or director of the Pershing Companies or any Parent Subsidiary could incur liability under Section 4069beneficiary or dependent thereof (collectively, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"“Company Benefit Plans”), Parent other than Company Benefit Plans that are not material. With respect to each Company Benefit Plan, the Seller has delivered or made available to the Company Purchaser a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to IRS, (ii) such Parent Company Benefit Plan, (iii) each trust agreement relating to each Company Benefit Plan maintained for Employees, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Company Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation, if any, relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Seller, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary of the Pershing Companies could be subject to any actual or contingent liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably in an amount that would be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. (c) Except as set forth in Section 5.09(c) None of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary Pershing Companies is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary employee of the Pershing Companies, and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiaryof the Pershing Companies. As of the date of this Agreementhereof, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary of the Pershing Companies pending or, to the knowledge of Parentthe Seller, threatened in writing which may interfere with the respective business activities of Parent or any Parent Subsidiaryof the Pershing Companies, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. As of the date of this Agreementhereof, to the knowledge of Parentthe Seller, none of Parent, any Parent Subsidiary, the Pershing Companies or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiaryBusiness, and there is no charge or complaint against Parent or any Parent Subsidiary of the Pershing Companies by the National Labor Relations Board or any comparable Governmental Entity pending government agency pending, or to the knowledge of the Seller, threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as listed in Section 3.19(c) of the Disclosure Schedule, there are no pending charges or complaints alleging sexual or other harassment or other discrimination by any of the Pershing Companies or any of their employees or agents pending or, to the knowledge of the Seller, threatened in writing in each case against Seller or the Pershing Companies. Each of Seller and the Pershing Companies is, with respect to Back to Contents the Business, in substantial compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours and affirmative action. (d) Except with respect to arrangements or agreements the cost of which will be borne by the Seller or its Affiliates (other than the Pershing Companies), the Seller has listed in Section 3.19(d) of the Disclosure Schedule and has made available to the Purchaser (i) copies of all employment agreements with officers of the Pershing Companies (or copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all retention and severance agreements, programs and policies of the Pershing Companies with or relating to employees, other than such agreements, programs and policies that are required by applicable Law; and (iii) copies of all plans, programs, agreements and other arrangements of the Pershing Companies with or relating to employees which contain change in control provisions. (e) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) entitle any employee to severance pay becoming due under any Company Benefit Plan or any other arrangement, other than such agreements, programs and policies that are required by applicable Law, (ii) 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 obligation pursuant to, any of the Company Benefit Plans, or any other arrangement, with respect to employees, other than such agreements, programs and policies that are required by applicable Law, or (iii) result in payments under any of the Company Benefit Plans which would not be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (f) Each Company Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period and, to the knowledge of the Seller, no circumstances exist that are reasonably likely to result in the revocation or denial of any such favorable determination letter. (g) None of the Pershing Companies contribute to a “multiemployer plan”, as defined in Section 3(37) of ERISA, nor has it contributed to such a plan within the past five calendar years. (i) All benefit and compensation plans, contracts, policies or arrangements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans covering current or former employees based outside of the Untied States or maintained outside of the United States that are subject to or governed by the Law of any jurisdiction other than the United States (collectively, the “Foreign Benefit Plans”), other than Foreign Benefit Plans that are not material, are listed on Schedule 3.19(h)(i) of the Disclosure Schedule. The Foreign Benefit Plans comply in all material respects with applicable Law. All operating documents governing the Foreign Benefit Plans and all employee Back to Contents communications and actuarial reports with respect to the Foreign Benefit Plans made available to the Purchaser are complete and accurate in all material respects. (ii) Except as listed in Schedule 3.19(h)(ii) of the Disclosure Schedule, the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, calculated to the Closing Date with respect to all current or former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan. (iii) For purposes of this subsection 3.19(h), “Benefit” means any pension, lump sum, indemnity, gratuity, deferred compensation, payment of medical expenses or other like benefit given or to be given on or in anticipation of or after leaving employment for any reason, including death, or in connection with any change in the nature of the service of the employee, or on retirement or death. “Scheme” means the Pershing Limited Pension Plan established November 30, 1987.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such 50 Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.or

Employee Benefit Plans; Labor Matters. (a) With respect to each all employee benefit plan, program, arrangement and contract plans (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or contributed to by Parent life insurance, supplemental retirement, severance or any Parent Subsidiaryother benefit plans, programs or with respect arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which WAG, Parent or any Parent Subsidiary could incur liability under Section 4069is a party, 4212(c) with respect to which WAG, Parent or 4204 any Parent Subsidiary has any obligation or which are maintained, contributed to or sponsored by WAG, Parent or any Parent Subsidiary for the benefit of ERISA any current or former employee, officer or director of WAG, Parent or any Parent Subsidiary (collectively, the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither WAG, Parent nor any Parent Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) None of the Parent Benefit Plans is a Multiemployer Plan or a Multiple Employer Plan. None of the Parent Benefit Plans provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of WAG, Parent or any Parent Subsidiary. (c) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of WAG or Parent, there exists no condition or set of circumstances in connection with which WAG, Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. No legal action, suit or claim is pending or, to WAG's and Parent's knowledge, threatened with respect to any Parent Benefit Plan (other than claims for benefits in the ordinary course). (cd) Other than as disclosed in Section 5.09(d) of the Parent Disclosure Schedule or except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect: (i) each Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified and each trust established in connection with any Parent Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Parent Benefit Plan or the exempt status of any such trust; (ii) each trust maintained or contributed to by WAG, Parent or any Parent Subsidiary which is intended to be qualified as a voluntary employees' beneficiary association and which is intended to be exempt from federal income taxation under Section 501(c)(9) of the Code has received a favorable determination letter from the IRS that it is so qualified and so exempt, and no fact or event has occurred since the date of such determination by the IRS to adversely affect such qualified or exempt status; (iii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan; (iv) neither WAG, Parent nor any Parent Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability; (v) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Parent Benefit Plan; (vi) no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Parent Benefit Plan subject to Title IV of ERISA; (vii) no Parent Benefit Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Parent Benefit Plan; (viii) none of the assets of WAG, Parent or any Parent Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither WAG, Parent nor any Parent Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security; (ix) all contributions, premiums or payments required to be made with respect to any Parent Benefit Plan have been made on or before their due dates; (x) all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any government entity and no fact or event exists which could give rise to any such challenge or disallowance; and (xi) as of the Effective Time, no Parent Benefit Plan which is subject to Title IV of ERISA will have an "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (e) Except as set forth in Section 5.09(c5.09(e) of the Parent Disclosure Schedule, neither WAG or Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by WAG, Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by WAG, Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against WAG, Parent or any Parent Subsidiary pending or, to the knowledge of WAG or Parent, threatened which may interfere with the respective business activities of WAG, Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of WAG or Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against WAG, Parent or any Parent Subsidiary by pending before the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 4.09(a) of the Parent Disclosure Schedule sets forth a true and complete list as of the date hereof of each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of ERISA) , maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur material liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"). With respect to each Parent Benefit Plan which is a stock-based plan, Parent has heretofore delivered or made available to the Company a true, true and complete and correct copy of (i) such Parent Benefit Plan. With respect to each other Parent Benefit Plan, Parent will make available to the Company, promptly after the date hereof, a true and complete copy of such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iiii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit PlanIRS, (ivii) the most recent actuarial report or financial statement valuation (if any) relating to such any Parent Benefit Plan subject to Title IV of ERISA and (viii) the most recent determination letter letter, if any, issued by the IRS with respect to such any Parent Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Except as set forth in Schedule 4.09(b) of the Parent Disclosure Schedule, with respect to each Parent Benefit Plan which is subject to Title IV of ERISA, (A) the present value of accrued benefits under such Parent Benefit Plan, based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Parent Benefit Plan's actuary with respect to such Parent Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Parent Benefit Plan allocable to such accrued benefits, (B) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Parent Benefit Plan for which the 30-day notice requirement has not been administered waived, except where such reportable event would not have a Parent Material Adverse Effect, and (C) no condition exists which would subject Parent or any ERISA Affiliate to any fine under Section 4071 of ERISA, except where such condition would not have a Parent Material Adverse Effect. Except as set forth in all material respects in accordance with its terms and all contributions required to be made under the terms of any Section 4.09(b) of the Parent Disclosure Schedule, no Parent Benefit Plans Plan is a "multiemployer pension plan" (as such term is defined in section 3(37) of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. ERISA). (c) With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to havewhich, individually or in the aggregate, would have a Parent Material Adverse Effect. Each of the Parent Benefit Plans has been operated and administered in all material respects in accordance with applicable laws and administrative or governmental rules and regulations, including, but not limited to, ERISA and the Code, except where a violation of any such law, rule or regulation would not have a Parent Material Adverse Effect. Each of the Parent Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification, except where such loss of qualification would not have a Parent Material Adverse Effect. Except as set forth on Section 4.09(c) of the Parent Disclosure Schedule, no Parent Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of Parent or any Parent Subsidiary beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under any "employee pension plan" (as such term is defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of Parent or any Parent Subsidiary, or (iv) benefits the full cost of which is borne by the current or former employee (or his beneficiary). All contributions or other amounts payable by Parent or any Parent Subsidiary as of the Effective Time with respect to each Parent Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code. (d) Parent and the Parent Subsidiaries have no obligations or liabilities (whether accrued, absolute, contingent or otherwise) with respect to any collective bargaining agreements that, individually or in the aggregate, would have a Parent Material Adverse Effect. (ce) Except as set forth in Section 5.09(c4.09(e) of the Parent Disclosure Schedule, neither Parent the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any Parent Subsidiary is a party material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any collective bargaining or other labor union contract applicable to persons employed by Parent director or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities employee of Parent or any of its affiliates from Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives its affiliates under any Parent Benefit Plan or employees has committed otherwise, (ii) materially increase any unfair labor practice benefits otherwise payable under any Parent Benefit Plan or (iii) result in connection with the operation any acceleration of the respective businesses time of Parent payment or vesting of any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial benefits.

Employee Benefit Plans; Labor Matters. (ai) Section 4.1(m)(i) of the Kaneb Disclosure Schedule includes a complete list of all Kaneb Benefit Plans. (ii) With respect to each employee benefit planKaneb Plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent KSL has delivered or made available to the Company VLI, as applicable, a true, correct and complete copy of: (A) each Kaneb Plan document or a summary of any unwritten Kaneb Plan, trust agreement and correct copy of insurance contract or other funding vehicle; (iB) such Parent Benefit Plan and the most recent Annual Report (Form 5500 Series) and accompanying schedule; (C) the current summary plan description related and any material modifications thereto (in each case, whether or not required to such Parent Benefit Plan, if a summary plan description is required therefor, be furnished under ERISA); (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iiiD) the most recent annual report financial report; (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (ivE) the most recent actuarial report or financial statement relating to such Parent Benefit Plan report; and (vF) the most recent determination letter issued by from the IRS with respect Internal Revenue Service. Except as specifically provided in the foregoing documents delivered or made available to VLI, or except as provided in Section 4.1(m)(ii) of the Kaneb Disclosure Schedule, there are no amendments to any Kaneb Plan that have been adopted or approved nor has KSL or any of its Subsidiaries undertaken to make any such Parent Benefit amendments or to adopt or approve any new Kaneb Plan, if it . (iii) Section 4.1(m)(iii) of the Kaneb Disclosure Schedule identifies each Kaneb Plan that is intended to be a “qualified under plan” within the meaning of Section 401(a) of the CodeCode (“Kaneb Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Kaneb Qualified Plan and the related trust, and such determination letter has not been revoked. No circumstances exist and no events have occurred that could adversely affect the qualified status of any Kaneb Qualified Plan or the related trust, which could not be corrected under the Internal Revenue Service’s Employee Plans Compliance Resolution System (Revenue Procedure 2003-44) without material liability. No Kaneb Plan is intended to meet the requirements of Code Section 501(c)(9). (biv) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all All contributions required to be made under the terms of to any of the Parent Benefit Plans as of Kaneb Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Kaneb Plan, for any period through the date of this Agreement have been timely made or, to the extent not required to be made or have been reflected paid on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to before the date of this Agreement, have been fully reflected on the financial statements. Each Kaneb Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA is either (A) funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (B) unfunded. (v) With respect to each Kaneb Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code: (A) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (B) the fair market value of the assets of such Kaneb Plan equals or exceeds the actuarial present value of all accrued benefits under such Kaneb Plan (whether or not vested) on an accumulated benefits obligation basis based on the most recent actuarial report for each such plan; (C) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (D) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full; (E) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by KSL or any of its Subsidiaries; and (F) the PBGC has not instituted proceedings to terminate any such Kaneb Plan and, to the Knowledge of KSL, 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 Kaneb Plan. (vi) (A) No Kaneb Benefit Plan is a Multiemployer Plan or 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 (B) neither KSL, any of its Subsidiaries nor any ERISA Affiliates has incurred any Withdrawal Liability that has not been satisfied in full or reasonably expects to incur any such liability. With respect to each Kaneb Benefit Plan that is a Multiemployer Plan, neither KSL, any of its Subsidiaries, nor any of its ERISA Affiliates has received any notification, nor has any reason to believe, that any such Multiemployer Plan is in reorganization, has been terminated, is insolvent, or may reasonably be expected to be in reorganization, to be insolvent, or to be terminated. (vii) (A) Each of the Parent Benefit PlansKaneb Plans has been operated and administered in all material respects in accordance with applicable law and administrative rules and regulations of any Governmental Entity, including, but not limited to, ERISA and the Code, and (B) there are no event has occurred andpending or, to the knowledge Knowledge of ParentKSL, there exists no condition threatened claims (other than claims for benefits in the ordinary course), lawsuits or set of circumstances in connection with arbitrations which Parent have been asserted or any Parent Subsidiary could be subject to any liability under instituted against the terms of such Parent Benefit Kaneb Plans, ERISA, any fiduciaries thereof with respect to their duties to the Code Kaneb Plans or the assets of any other applicable Law of the trusts under any of the Kaneb Plans which could reasonably be expected to haveresult in any material liability of KSL or any of its Subsidiaries to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Kaneb Plan, any participant in a Kaneb Plan, or any other party. (viii) Except as set forth in Section 4.1(m)(viii) of the Kaneb Disclosure Schedule, KSL and its Subsidiaries have no liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, except for health continuation coverage that is required by Section 4980B of the Code or Part 6 of Title I of ERISA or that is provided at no expense to KSL and its Subsidiaries. KSL and its Subsidiaries have reserved the right to amend, terminate or modify at any time all plans or arrangements providing for retiree health or life insurance coverage. (ix) Section 4.1(m)(ix) of the Kaneb Disclosure Schedule sets forth (A) an accurate and complete list of each Kaneb Plan under which the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby could (either alone or in conjunction with any other event), result in, cause the accelerated vesting, funding or delivery of, or increase the amount or value of, any payment or benefit (including the forgiveness of indebtedness) to any employee, officer or director of KSL or any of its Subsidiaries, or could limit the right of KSL or any of its Subsidiaries to amend, merge, terminate or receive a reversion of assets from any Kaneb Plan or related trust or any material employment agreement or related trust, and (B) a reasonable good faith estimate of the maximum amount of the payments or value of benefits that could become payable to officers and senior management of KSL or any of its Subsidiaries if their employment were terminated at the KSL Effective Time. No amounts or benefits payable by KSL or any of its Subsidiaries will be “parachute payments” within the meaning of Section 280G of the Code. (x) Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse EffectEffect on the KSL Entities, all Kaneb Benefit Plans subject to the laws of any jurisdiction outside of the United States (A) have been maintained in accordance with all applicable requirements; (B) if they are intended to qualify for special tax treatment meet all requirements for such treatment; and (C) 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. (cxi) Except There does not now exist, nor do any circumstances exist that could result in, any liability (A) under Title IV of ERISA, (B) under section 302 of ERISA, (C) under sections 412 and 4971 of the Code, (D) as set forth a result of a failure to comply with the continuation coverage requirements of section 601 et seq. of ERISA and section 4980B of the Code, and (E) under corresponding or similar provisions of foreign laws or regulations, other than such liabilities that arise solely out of, or relate solely to, the Kaneb Benefit Plans, that would be a liability of KSL or any of its Subsidiaries following the KSL Effective Time. Without limiting the generality of the foregoing, neither KSL nor any of its Subsidiaries, nor any of its ERISA Affiliates, has engaged in any transaction described in Section 5.09(c4069, 4204 or 4212 of ERISA. With respect to each Kaneb Plan, there is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Kaneb Plan or the imposition of any lien on the assets of KSL or any of its Subsidiaries under ERISA or the Code. (xii) Neither KSL nor any of its Subsidiaries has any potential liability, contingent or otherwise, under the Coal Industry Retiree Health Benefits Act of 1992. None of KSL, any of its Subsidiaries or any entity that was ever an ERISA Affiliate of KSL or a Subsidiary of KSL was, on July 20, 1992, required to be treated as a single employer under Section 414 of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is Code together with an entity that was ever a party to any collective bargaining or other labor union contract applicable to persons employed by Parent agreement or any Parent Subsidiary and no collective bargaining other agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities United Mine Workers of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectAmerica.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.,

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent STC or any Parent STC Subsidiary, or with respect to which Parent STC or any Parent STC Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT STC BENEFIT PLANS"), Parent STC has delivered or made available to the Company CGI a true, complete and correct copy of (i) such Parent STC Benefit Plan and the most recent summary plan description related to such Parent STC Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent STC Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS IRS) with respect to such Parent STC Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent STC Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent STC Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent STC Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent STC Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent STC Reports prior to the date of this Agreement. With Except as set forth in Section 4.09(b) of the STC Disclosure Schedule, with respect to the Parent STC Benefit Plans, no event has occurred and, to the knowledge of ParentSTC, there exists no condition or set of circumstances in connection with which Parent STC or any Parent STC Subsidiary could be subject to any liability under the terms of such Parent STC Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. (c) Except as set forth in Section 5.09(c4.09(c) of the Parent STC Disclosure Schedule, neither Parent STC nor any Parent STC Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent STC or any Parent STC Subsidiary and no collective bargaining agreement is being negotiated by Parent STC or any Parent STC Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent STC or any Parent STC Subsidiary pending or, to the knowledge of ParentSTC, threatened which may interfere with the respective business activities of Parent STC or any Parent STC Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentSTC, none of ParentSTC, any Parent STC Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent STC or any Parent STC Subsidiary, and there is no charge or complaint against Parent STC or any Parent STC Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent an STC Material Adverse Effect. (d) Except as set forth in Section 4.09(d) of the STC Disclosure Schedule, STC has delivered to CGI true, complete and correct copies of (i) all employment agreements with officers and employees and all consulting agreements of STC and each STC Subsidiary providing for annual compensation in excess of $25,000, (ii) all severance plans, agreements, programs and policies of STC and each STC Subsidiary with or relating to their respective employees or consultants, and (iii) all plans, programs, agreements and other arrangements of STC and each STC Subsidiary with or relating to their respective employees or consultants which contain "change of control" provisions. (e) Except as provided in Section 4.09(e) of the STC Disclosure Schedule or as otherwise required by Law, no STC Benefit Plan provides retiree medical or retiree life insurance benefits to any person.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained or contributed to by Parent the Company or any Parent Company Subsidiary, or with respect to which Parent the Company or any Parent Company Subsidiary could incur liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"), Parent the Company has delivered or made available to the Company Parent a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect Internal Revenue Service (the "IRS"), (ii) a complete copy of such Company Benefit Plan, (iii) each trust agreement relating to such Parent Company Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Company Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section section 401(a) of the Code. No Company Benefit Plan is subject to Title IV of ERISA. No Company Benefit Plan is a "multiemployer plan" (as such term is defined in section 3(37) of ERISA). (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Company, there exists no condition or set of circumstances in connection with which Parent the Company or any Parent Company Subsidiary could be subject to any material liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law law, other than the obligation to pay benefits under any Company Benefit Plan. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with applicable laws and administrative or governmental rules and regulations, including, but not limited to, ERISA and the Code. Each of the Company Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which could reasonably be expected would cause the loss of any such qualification. All contributions or other amounts payable by the Company or any Company Subsidiary with respect to have, individually each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the aggregate, a Parent Material Adverse EffectCode. (c) Except as set forth in Section 5.09(c) of Neither the Parent Disclosure Schedule, neither Parent Company nor any Parent Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent the Company or any Parent Company Subsidiary and no collective bargaining agreement is being negotiated by Parent the Company or any Parent Company Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent the Company or any Parent Company Subsidiary pending or, to the knowledge of Parent, or threatened in writing which may interfere with the respective business activities of Parent the Company or any Parent Company Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parentthe Company, none of Parentthe Company, any Parent Company Subsidiary, or any of their respective representatives or employees employees, has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent the Company or any Parent Company Subsidiary, and there is no charge or complaint against Parent the Company or any Parent Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity state agency pending or threatened in writing. (d) The Company has made available to Parent prior to the date of this Agreement (i) copies of all employment agreements with officers of the Company and each Company Subsidiary; (ii) copies of all severance agreements, programs and policies of the Company with or relating to its employees; and (iii) copies of all plans, programs, agreements and other arrangements of the Company with or relating to its employees which contain change of control provisions. (e) No Company Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Company Subsidiary beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any Company Subsidiary or (iv) benefits the full cost of which are borne by the current or former employees (or their beneficiaries). (f) Section 3.10(f) of the Company Disclosure Schedule sets forth the name of each individual who has been granted Company Stock Options under the Company Stock Option Plan or otherwise, the number of Company Stock Options granted to such individual and the vesting schedule and per share exercise price of such Company Stock Options. (g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or together with another event, will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due under any Company Benefit Plan or any agreement described in Section 3.10(d), (ii) materially increase any benefits otherwise payable under any Company Benefit Plan or any agreement described in Section 3.10(d), (iii) result in the acceleration of the time of payment, vesting or funding of any material benefits including, but not limited to, the acceleration of the vesting and exercisability of any Company Stock Options, or (iv) affect in any material respect any Company Benefit Plan's current treatment under any Laws including any Tax or social contribution law. No inaccuracy in any of the foregoing paragraphs of this Section 3.10 shall give rise to any breach of any of the representations or warranties herein contained except where to the extent that such unfair labor practice, charge or complaint inaccuracy could not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) Section 6.12(a) of the DK Disclosure Letter sets forth an accurate and complete list of each material DK Benefit Plan. With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in DK Benefit Plan listed on Section 3(36.12(a) of ERISA) maintained or contributed to by Parent or any Parent Subsidiarythe DK Disclosure Letter, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069DK shall, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a trueextent requested in writing by another party hereto no later than ten Business Days prior Closing, make available, to the extent applicable, accurate and complete and correct copy copies of (i1) the plan document, including any amendments thereto, (2) a written description of such Parent DK Benefit Plan and if it is not set forth in a written document, (3) the most recently prepared actuarial report, (4) the most recent summary plan description related to such Parent Benefit Plantogether with any summaries of all material modifications thereto, if a summary plan description is required therefor, and (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii5) the most recent annual report IRS determination or opinion letter. (Form 5500b) filed To the Knowledge of DK, each DK Benefit Plan has been administered in accordance with its terms and is in compliance with applicable Laws, except for any failures to so administer or be in compliance that would not, individually or in the IRS with respect aggregate, have a DK Material Adverse Effect. As of the date hereof, there is no pending or, to such Parent Benefit Planthe Knowledge of DK, (iv) the most recent actuarial report or financial statement threatened material litigation relating to such Parent any DK Benefit Plans. All material contributions that DK or any of its Subsidiaries is required to make to any DK Benefit Plan have been fully and (vtimely paid when due. Each DK Benefit Plan that is intended to be qualified under Section 401(a) of the most recent determination letter issued Code has been determined by the IRS with respect to such Parent Benefit Plan, if it is be qualified under Section 401(a) of the Code. (b) Each Parent , and to the Knowledge of DK, nothing has occurred that would adversely affect the qualification or tax exemption of any such DK Benefit Plan. To the Knowledge of DK, neither DK nor any of its Subsidiaries has engaged in a transaction with respect to any DK Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under that, assuming the terms taxable period of any of the Parent Benefit Plans such transaction expired as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Planshereof, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could would reasonably be expected to have, individually subject the DK or any of its Subsidiaries or any DK Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in the aggregate, a Parent Material Adverse Effectan amount which could be material. (c) Except as set forth in To the Knowledge of DK, no liability under Section 5.09(c) 412 of the Parent Disclosure ScheduleCode, neither Parent Section 302 of ERISA or Title IV of ERISA has been or is reasonably expected to be incurred by DK or any of its Subsidiaries with respect to any DK Benefit Plan. (d) Neither DK nor any Parent Subsidiary of its Subsidiaries is a party to or bound by any company specific labor agreements, works council agreements, union contracts or collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectagreements.

Employee Benefit Plans; Labor Matters. (a) With respect to each Section 4.10(a) of the Disclosure Schedule and the Parent SEC Reports describes all "employee pension benefit planplans" (as defined in Section 3(2) of ERISA)," "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other employee benefit, programdeferred compensation, arrangement stock option, restricted stock or other compensation plans, programs, policies, arrangements and contract contracts (including, without limitation, any "employee benefit plan", ," as defined in Section 3(3) of ERISA) maintained maintained, sponsored, contributed to or required to be contributed to by the Parent as of the Effective Time. The Parent does not have any liability or any Parent Subsidiary, or obligation with respect to any employee benefit plan, program, policy, agreement, commitment or arrangement, deferred compensation plan, program or arrangement, compensation plan or payroll arrangement which Parent or any Parent Subsidiary could incur liability under Section 4069is not a Benefit Plan. With respect to each Benefit Plan, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company Trident a true, complete true and correct copy of of: (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect IRS; (ii) the current text and agreement for such Benefit Plan; (iii) each trust agreement relating to such Parent Benefit Plan, ; (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Benefit Plan for which a summary plan description is required; and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of Neither the Parent Benefit Plans nor any person under common control with the Parent, within the meaning of Section 4001 of ERISA, maintains or contributes to as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports Effective Time, as has at any time prior to the date Effective Time maintained or contributed to a Benefit Plan subject to Title IV of this Agreement. ERISA or a multi-employer benefit plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA. (c) With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, and there exists no condition or set of circumstances circumstances, in connection with which the Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (cd) Except as set forth in Section 5.09(c) of the The Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party has made available to any Trident all collective bargaining or other labor union contract contracts to which the Parent is a party applicable to persons employed by the Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiarythe Parent. As Schedule 3.10(d) sets forth an accurate and complete list of all such contracts and agreements. There is no pending or, to the knowledge of the date of this AgreementParent, there is no threatened labor dispute, strike or work stoppage against the Parent nor its representatives or employees, has committed any Parent Subsidiary unfair labor practices in connection with the operation of the business of the Parent, and there is no pending or, to the knowledge of the Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against the Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectstate agency.

Employee Benefit Plans; Labor Matters. (a) With respect to each Section 3.10(a) of the Disclosure Schedule describes all "employee pension benefit planplans" (as defined in Section 3(2) of ERISA)," "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other employee benefit, programdeferred compensation, arrangement stock option, restricted stock or other compensation plans, programs, policies, arrangements and contract contracts (including, without limitation, any "employee benefit plan", ," as defined in Section 3(3) of ERISA) maintained maintained, sponsored, contributed to or required to be contributed to by Parent Trident as of the Effective Time. Trident does not have any liability or any Parent Subsidiary, or obligation with respect to any employee benefit plan, program, policy, agreement, commitment or arrangement, deferred compensation plan, program or arrangement, compensation plan or payroll arrangement which Parent or any Parent Subsidiary could incur liability under Section 4069is not a Benefit Plan. With respect to each Benefit Plan, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent Trident has delivered or made available to the Company Parent a true, complete true and correct copy of of: (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect IRS; (ii) the current text and agreement for such Benefit Plan; (iii) each trust agreement relating to such Parent Benefit Plan, ; (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Benefit Plan for which a summary plan description is required; and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance Neither Trident nor any person under common control with its terms and all contributions required Trident, within the meaning of Section 4001 of ERISA, maintains or contributes to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports Effective Time, as has at any time prior to the date Effective Time maintained or contributed to a Benefit Plan subject to Title IV of this Agreement. ERISA or a multi-employer benefit plan within the meaning of Section 3(37) or 4001(a)(3) of ERISA. (c) With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, and there exists no condition or set of circumstances circumstances, in connection with which Parent or any Parent Subsidiary Trident could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (cd) Except as set forth in Section 5.09(c) of the Trident has made available to Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any all collective bargaining or other labor union contract contracts to which Trident is a party applicable to persons employed by Parent or any Parent Subsidiary Trident and no collective bargaining agreement is being negotiated by Parent or any Parent SubsidiaryTrident. As Schedule 3.10(d) sets forth an accurate and complete list of the date of this Agreement, there all such contracts and agreements. There is no pending or, to the knowledge of Trident, threatened labor dispute, strike or work stoppage against Parent Trident nor its representatives or employees, has committed any Parent Subsidiary unfair labor practices in connection with the operation of the business of Trident, and there is no pending or, to the knowledge of ParentTrident, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary Trident by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectstate agency.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit Section 4.15(a) of the Parent Disclosure Schedule sets forth a list of every bonus, incentive, deferred or current compensation, excess benefits, profit sharing, pension, thrift, stock option, savings, retirement, severance, sickness, accident, medical, disability, hospitalization, vacation, insurance or other plan, programagreement, arrangement or arrangement, whether written or oral, formal or informal, which provides benefits to or for or on behalf of any one or more employees of Parent, Merger Sub and contract Parent Subsidiaries (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of ERISA) maintained ERISA and each other plan or program maintained, sponsored, or contributed to by Parent Parent, Merger Sub or any Parent Subsidiary, or with respect to which Parent or Merger Sub or any Parent Subsidiary could incur liability under Section section 4069, 4212(c) or 4204 global of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"). With respect to the Parent Benefits Plans, to the extent applicable, Parent has delivered or and Merger Sub have made available to the Company a true, true and complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect or DOL, (ii) such Parent Benefit Plan document, (iii) each trust agreement relating to such Parent Benefit Plan, (iv) the most recent summary plan description for each Parent Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or financial statement valuation relating to such a Parent Benefit Plan subject to Title IV of ERISA and (vvi) the most recent determination letter issued by the IRS with respect to such any Parent Benefit Plan, if it is Plan qualified under Section section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge Knowledge of Parent, Merger Sub and any Parent Subsidiary, there exists no condition or set of circumstances in connection with which Parent or Merger Sub or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except as set forth in Section 5.09(c4.15(c) of the Parent Disclosure Schedule, neither Parent nor Merger Sub nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or Merger Sub or any Parent Subsidiary and no collective bargaining agreement or other labor union contract is being negotiated by Parent or Merger Sub or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or Merger Sub or any Parent Subsidiary pending or, to the knowledge of Parent, or threatened in writing which may interfere with the respective business activities of Parent or Merger Sub or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge Knowledge of Parent, Merger Sub or Parent Subsidiaries, none of ParentParent or Merger Sub, any the Parent SubsidiarySubsidiaries, or any of their respective representatives or employees employees, has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or and Merger Sub and any Parent Subsidiary, and there . There is no charge or complaint against Parent or Merger Sub or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity state or foreign agency pending or threatened in writing or to their Knowledge any fact or circumstance that would reasonably likely serve as the basis for such charge or complaint. (d) Each of Parent and Merger Sub and the Parent Subsidiaries have complied with all applicable federal, state and local laws, ordinances, rules and regulations and requirements relating to the employment of labor, including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, payment of Social Security, unemployment and withholding taxes, and ensuring equality of opportunity for employment and advancement of minorities and women. Neither Parent nor Merger Sub nor any Parent Subsidiary is liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. (e) Section 4.15(e) of the Parent Disclosure Schedule lists and Parent, Merger Sub and the Parent Subsidiaries have made available to the Company true and complete copies of (i) all severance, employment and non-competition agreements with employees of Parent and Merger Sub and the Parent Subsidiaries; (ii) all severance programs and policies, whether oral or in writing, except where such unfair labor practiceformal or informal of Parent and Merger Sub and the Parent Subsidiaries (if any) with or relating to its employees; (iii) all plans, charge programs, agreements and other arrangements of Parent and Merger Sub and the Parent Subsidiaries with or complaint could relating to its employees which contain change of control provisions; and (iv) all employee handbooks, manuals, policies, whether written or oral, setting forth the terms and conditions of employment including, but not reasonably be limited to, hiring, promotion, transfers, termination, performance reviews and evaluations. (f) Except as provided in Section 4.15(f) of the Parent Disclosure Schedule or as otherwise required by Law, no Parent Benefit Plan provides retiree medical or retiree life insurance benefits to any person. (g) The expected postretirement benefit obligations (determined as of the last day of the Parent and each Parent Subsidiary's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to haveliabilities attributable to continuation coverage mandated by section 4980B of the Code) of the Parent and the Parent Subsidiaries are not material. (h) Except as provided in Section 4.15(h) of the Parent Disclosure Schedule, individually the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not involve any transaction that is subject to the prohibitions of section 406 of ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)(D) of the aggregate, a Parent Material Adverse EffectCode.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 3.09(a) of the Company Disclosure Schedule sets forth a true and complete list as of the date hereof of each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of the Employee 15 Retirement Income Security Act of 1974, as amended ("ERISA) ")), maintained or contributed to by Parent the Company or any Parent Company Subsidiary, or with respect to which Parent the Company or any Parent Company Subsidiary could incur material liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan which is a stock-based plan, the Company has heretofore delivered to Parent has delivered or made a true and complete copy of such Company Benefit Plan. With respect to each other Company Benefit Plan, the Company will make available to Parent, promptly after the Company date hereof, a true, true and complete and correct copy of (i) such Parent Company Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iiii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit PlanInternal Revenue Service (the "IRS"), (ivii) the most recent actuarial report or financial statement valuation (if any) relating to such Parent any Company Benefit Plan subject to Title IV of ERISA and (viii) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent With respect to each Company Benefit Plan has been administered which is subject to Title IV of ERISA, (A) the present value of accrued benefits under such Company Benefit Plan, based upon the actuarial assumptions used for funding purposes in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed actuarial report prepared by such Company Benefit Plan's actuary with respect to such Company Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Company Benefit Plan allocable to such accrued benefits, (B) no "reportable event" (within the meaning of Section 4043 of ERISA) has occurred with respect to any Company Benefit Plan for which the 30-day notice requirement has not been waived, except where such reportable event would not have a Company Material Adverse Effect, and (C) no condition exists which would subject the Company or incorporated by reference any Company Subsidiary to any fine under Section 4071 of ERISA, except where such condition would not have a Company Material Adverse Effect. No Company Benefit Plan is a "multiemployer pension plan" (as such term is defined in the Parent Reports prior to the date section 3(37) of this Agreement. ERISA). (c) With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Company, there exists no condition or set of circumstances in connection with which Parent the Company or any Parent Company Subsidiary could be subject to any liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to havewhich, individually or in the aggregate, would have a Parent Company Material Adverse Effect. Each of the Company Benefit Plans has been operated and administered in all material respects in accordance with applicable laws and administrative or governmental rules and regulations, including, but not limited to, ERISA and the Code, except where a violation of any such law, rule or regulation would not have a Company Material Adverse Effect. Each of the Company Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter as to such qualification from the IRS, and no event has occurred, either by reason of any action or failure to act, which would cause the loss of any such qualification, except where such loss of qualification would not have a Company Material Adverse Effect. Except as set forth in Section 3.09(c) of the Company Disclosure Schedule, no Company Benefit Plan provides 16 benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Company Subsidiary beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under any "employee pension plan" (as such term is defined in Section 3(2) of ERISA), (iii) deferred compensation benefits accrued as liabilities on the books of the Company or any Company Subsidiary or (iv) benefits the full cost of which is borne by the current or former employee (or his beneficiary). All contributions or other amounts payable by the Company or any Company Subsidiary as of the Effective Time with respect to each Company Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code. (cd) Except as set forth in Section 5.09(c3.09(d) of the Parent Company Disclosure Schedule, neither Parent the Company nor any Parent Company Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent the Company or any Parent Company Subsidiary and no collective bargaining agreement or other labor union contract is being negotiated by Parent the Company or any Parent SubsidiaryCompany Subsidiary that is material to the Company and the Company Subsidiaries taken as a whole. As of the date of this Agreement, there is no material labor dispute, strike strike, slowdown or work stoppage against Parent the Company or any Parent Company Subsidiary pending or, to the knowledge of Parentthe Company, threatened which may interfere with the respective business activities of Parent the Company or any Parent Company Subsidiary, except where such dispute, strike strike, slowdown or work stoppage could would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parentthe Company, none of Parentthe Company, any Parent Subsidiary, Company Subsidiary or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent the Company or any Parent Company Subsidiary, and there is no charge or complaint against Parent the Company or any Parent Company Subsidiary by the National Labor Relations Board or any comparable Governmental Entity state or foreign agency pending or threatened in writingor, to the knowledge of the Company, threatened, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Company Material Adverse Effect. (e) The Company has identified in Section 3.09(e) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (i) all severance and employment agreements with directors, executive officers, key employees or material consultants of the Company; (ii) all severance programs and policies of each of the Company and each Company Subsidiary with or relating to its employees; and (iii) all plans, programs, agreements and other arrangements of each of the Company and each Company Subsidiary with or relating to its employees which contain change in control provisions (the "Company Change in Control Arrangements"). Except as set forth in Section 3.09(e) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or 17 otherwise) becoming due to any director or any employee of the Company or any of its affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwise, (ii) materially increase any benefits otherwise payable under any Company Benefit Plan or (iii) result in any acceleration of the time of payment or vesting of any material benefits.

Employee Benefit Plans; Labor Matters. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) ")), maintained or contributed to by Parent or any Parent Subsidiary, Socket or with respect to which Parent or any Parent Subsidiary Socket could incur material liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSSocket Benefit Plans"), Parent has delivered or made Socket will make available to Cetronic, promptly after the Company date hereof, a true, true and complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect Internal Revenue Service (the "IRS"), (ii) such Socket Benefit Plan, (iii) each trust agreement relating to such Parent Socket Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Socket Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Socket Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Socket Benefit Plan, if it is Plan qualified under Section section 401(a) of the Code. . (b) Each Parent Benefit Plan has been administered Except as set forth in all material respects in accordance with its terms and all contributions required to be made under the terms of any Section 2.08(b) of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With Socket Disclosure Schedule, with respect to the Parent Socket Benefit Plans, no event has occurred and, to the knowledge of ParentSocket, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary Socket could be subject to any liability under the terms of such Parent Socket Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, would have a Parent Socket Material Adverse Effect. (c) All contributions or premiums due from Socket with respect to any of the Socket Benefit Plans have been made as required under ERISA or have been accrued on Socket's financial statements as of March 31, 1997, or will be made prior to the Closing. Each Socket Benefit Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such Socket Benefit Plans, except as would not have a Socket Material Adverse Effect. (d) Except as set forth in Section 5.09(c2.08(d) of the Parent Socket Disclosure Schedule, neither Parent nor any Parent Subsidiary Socket is not a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary Socket and no collective bargaining agreement or other labor union contract is being negotiated by Parent or any Parent SubsidiarySocket. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity Socket pending or threatened 6 (e) Socket has made available to Cetronic true and complete (i) copies of all severance and employment agreements with directors, officers or employees of Socket; (ii) copies of all severance programs and policies of Socket or relating to its employees; and (iii) copies of all plans, programs, agreements and other arrangements of Socket with or relating to its employees which contain change of control provisions. (f) Except as provided in writingSection 2.08 of the Socket Disclosure Schedule or as otherwise required by Law, except where such unfair labor practice, charge no Socket Benefit Plan provides retiree medical or complaint could not reasonably be expected retiree life insurance benefits to have, individually or in the aggregate, a Parent Material Adverse Effectany person.

Employee Benefit Plans; Labor Matters. (ai) With respect to each U.S. employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", ," as defined in Section 3(3) of ERISA) ERISA and any bonus, deferred compensation, stock bonus, stock purchase, restricted stock, stock option, employment, termination, change in control and severance plan, program, arrangement and contract), to which Parent or any of its Significant Subsidiaries is a party, which is maintained or contributed to by Parent or any Parent Subsidiaryof its Significant Subsidiaries, or with respect to which Parent or any Parent Subsidiary of its Significant Subsidiaries could incur material liability under Section 4069, 4201 or 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"), Parent has delivered or made available to the Company a true, true and complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, . (ii) each trust agreement or other funding arrangement relating to such Each of the Parent Benefit Plan, (iiiPlans that is an "employee pension benefit plan" within the meaning of Section 3(2) the most recent annual report (Form 5500) filed with the IRS with respect of ERISA and that is intended to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is be qualified under Section 401(a) of the CodeCode has received a favorable determination letter from the IRS, and Parent is not aware of any circumstances likely to result in the revocation of any such favorable determination letter that could not reasonably be corrected under Rev. Proc. 98-22. (biii) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit PlansPlans or other employee benefit plans, programs, arrangements and contracts to which Parent or any of its Significant Subsidiaries is a party, no event has occurred and, to the knowledge of the Parent, there exists no condition or set of circumstances circumstances, in connection with which the Parent or any Parent Subsidiary of its Significant Subsidiaries could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to havelaw which, individually or in the aggregate, could reasonably be expected to have a Parent Material Adverse EffectEffect on Parent. (civ) Except as set forth in Section 5.09(c) of on the Parent Disclosure Schedule, neither none of Parent nor any Parent Subsidiary or its Significant Subsidiaries is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary contracts and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiaryof its Significant Subsidiaries. As of the date of this Agreement, there There is no pending labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened its Significant Subsidiaries which may interfere with the respective business activities of Parent or any Parent Subsidiaryof its Significant Subsidiaries, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse EffectEffect on Parent. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there There is no pending charge or complaint against Parent or any Parent Subsidiary of its Significant Subsidiaries by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Relations

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary that could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) Schedule 6.18 sets forth a true and complete list of any and all Benefit Plans. With respect to the Benefit Plans, individually and in the aggregate, Seller has made available to Buyer, a true and correct copy of (i) the most recent annual report (Form 5500), if any, filed with the IRS, (ii) such Benefit Plan, (iii) any summary plan description relating to such Benefit Plan and (iv) each trust agreement and group annuity contract, if any, relating to such Benefit Plan. (b) To the Knowledge of Seller and Shareholders, the Benefit Plans have been operated and administered by Seller in compliance with all applicable laws relating to employment or labor matters including ERISA and the Code. With respect to the Benefit Plans, to the Knowledge of Seller and Shareholders, no event has occurred which would subject Seller to liability (except liability for benefits, claims and funding obligations payable in the ordinary course) under ERISA, the Code, or any other applicable statute, order or governmental rule or regulation. With respect to the Benefit Plans, individually and in the aggregate, to the Knowledge of Seller and Shareholders, there has been no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code which would result in liability to Seller, and there has been no action, suit, grievance, arbitration or other claim with respect to the administration or investment of assets of the Benefit Plans (other than routine claims for benefits made in the ordinary course of plan administration) pending, or to the Knowledge of Seller and Shareholders, threatened. (c) All contributions to and payments under any Benefit Plan required in respect of periods ending on or before the Closing Date have been made by Seller before the Closing Date or will be made by Seller within thirty (30) days after the Closing Date. There is no agreement, contract or understanding between Seller, on the one hand, and any employee, participant, labor union, collective bargaining unit or other person or entity, on the other hand, that requires or may require any amendment to any of the Benefit Plans. (d) Each employee pension benefit plan, program, arrangement and contract plan (including, without limitation, any "employee benefit plan"“Pension Plan”), as defined in Section 3(3) of ERISA) maintained or contributed , is intended to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is be tax qualified under Section 401(a) of the Code, and each such Pension Plan has received, or application has been made for, a favorable determination letter from the IRS stating that the Pension Plan meets the requirements of the Code and that any trust or trusts associated with the Plan are tax exempt under Section 501(a) of the Code (and Seller has furnished to Buyer a true, correct and complete copy of such determination letter or application). (be) Each Parent Seller does not maintain any Benefit Plan has been administered in all material respects in accordance that is funded with its terms and all contributions required a trust that is intended to be made tax-exempt under the terms of any Section 501(c)(9) of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCode. (f) Seller, and any entity which together with Seller could be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) Except as set forth in Section 5.09(cor (o) of the Parent Disclosure ScheduleCode, neither Parent nor does not now maintain or contribute to and, within the immediately preceding three-year period, has not maintained or contributed to, any Parent Subsidiary defined plan that is (i) a benefit plan within the meaning of Section 3(35) of ERISA or (ii) subject to the requirements of Title IV of ERISA. (g) Seller is not a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiarycontract. As of the date of this Agreement, there There is no pending or, to the Knowledge of Seller and Shareholders, threatened, union organization effort, labor dispute, strike or work stoppage against Parent relating to employees of Seller and none has occurred within the immediately preceding five (5)-year period. To the Knowledge of Seller and Shareholders, Seller, and any representative or any Parent Subsidiary pending oremployee of Seller, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could has not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses Business of Parent or any Parent SubsidiarySeller, and there is no pending or threatened charge or complaint against Parent or any Parent Subsidiary Seller by the National Labor Relations Board or any comparable Governmental Entity pending state agency. To the Knowledge of Seller and Shareholders, Seller is in compliance with all applicable laws respecting employment, wages, hours, safety and health and other terms and conditions of employment. Seller has not experienced a “plant closing” or threatened “mass layoff” within the meaning of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq. (“WARN”) within the immediately preceding three-year period. (h) Except as set forth on Schedule 6.18(h) hereto, there are no written or oral employment agreements, employment contracts or understandings relating to employment (other than ordinary course arrangements for “at-will” employment) to which Seller is a party. (i) Except as set forth on Schedule 6.18(i) hereto, the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in writingany payment (whether of severance pay or increase in compensation, except where benefits or rights or otherwise) becoming due from Seller to any of its employees, former employees, directors or former directors, nor accelerate the timing of any payment or the vesting of any rights or increase the amount of any compensation due to any such unfair labor practiceperson. Seller has, charge or complaint could not reasonably be expected to havepromptly following the Closing will, individually or in the aggregate, a Parent Material Adverse Effectsatisfy and discharge each such amount becoming due.

Employee Benefit Plans; Labor Matters. (a) With respect to The Parent Disclosure Schedule lists each material employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, any "employee benefit plan", as defined in Section 3(3) of ERISAERISA and any plan, program, policy, arrangement or contract providing for severance), whether currently in effect or pursuant to which the Parent has any ongoing liability or obligation; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits) maintained whether written or not ("Benefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSParent Benefit Plans"). With respect to each Parent Benefit Plan, Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Parent Benefit Plan), (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent Benefit Plan and any pending request for such a determination letter. Neither Parent nor any Parent Subsidiary nor, to the knowledge of Parent, any other person or entity, has any express commitment, whether legally enforceable or not, to modify, change or terminate any Parent Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Except as set forth in Section 5.08 of the Parent Benefit Plan Disclosure Schedule, Parent has been administered in delivered to Company true, complete and correct copies of (i) all material respects in accordance employment agreements with its terms officers and all contributions consulting agreements of Parent and each Parent Subsidiary, (ii) all severance plans, agreements, programs and policies of Parent and each Parent Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Parent and each Parent Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions, and all such plans, agreements, programs, and policies are specifically identified as such on Section 5.09 of the Parent Disclosure Schedule. Except as set forth in Section 5.09 of the Parent Disclosure Schedule, no payment or benefit which may be required to be made by Parent or any Parent Subsidiary or which otherwise may be required to be made under the terms of any Parent Benefit Plan or other arrangement will constitute a parachute payment under Code Section 280(G)(1), and the consummation of the Parent Benefit Plans as of the date of transactions contemplated by this Agreement have been timely made will not, (i) entitle any current or have been reflected on the most recent consolidated balance sheet filed former employee or incorporated by reference in the Parent Reports prior to the date other service provider of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code severance benefits or any other applicable Law which could reasonably be expected to havepayment, individually compensation or in benefit (including forgiveness of indebtedness) or (ii) accelerate the aggregatetime of payment or vesting, a Parent Material Adverse Effector increase the amount of compensation or benefit due any such employee or service provider. (c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Neither Parent nor any Parent Subsidiary is a party to to, or has any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent SubsidiarySubsidiary or any person or entity that may obligate the Parent or any Parent Subsidiary thereunder. As of the date of this Agreement, there is no labor dispute, strike strike, union organizing activity or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint filed against Parent or any Parent Subsidiary by or with the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not maintained, sponsored or contributed to or required to be contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA the Company (the "PARENT COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plan, Parent the Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement relating to such Parent Company Benefit Plan and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither the Company, nor to the knowledge of the Company and each of the Stockholders, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Company and each of the Stockholders, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary the Company could be subject to any material liability (other than for routine benefit liabilities) under the terms of of, or with respect to, such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except The Company hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has received a favorable determination letter from the IRS as to its qualified status, and each trust established in connection with any Company which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and to the knowledge of the Company and each of the Stockholders, no fact or event has occurred that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to the knowledge of the Company and each of the Stockholders there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in liability to the Company and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent balance sheet included in the Company Financial Statements prior to the date of this Agreement). No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of the Company and each of the Stockholders, is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and the Company has not sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by the Company that has not been satisfied in full, and no condition exists that presents a material risk to the Company of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of the Company is or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Benefit Plan required to be set forth in the Company Disclosure Schedule that is subject to Title IV or Part 3 of Title I of ERISA or Section 5.09(c412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within 30 days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) The Company has delivered to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of the Company, (ii) all severance plans, agreements, programs and policies of the Company with or relating to its employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of the Company with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which may be required to be made by the Company or which otherwise may be required to be made under the terms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Section 280(G)(1) of the Parent Disclosure ScheduleCode, neither Parent nor and the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any Parent Subsidiary other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of the Company to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (g) The Company is not a party to to, and does not have any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary the Company and no collective bargaining agreement is being negotiated by Parent the Company or any Parent Subsidiaryperson or entity that may obligate the Company thereunder. As of the date of this Agreement, there is no labor dispute, strike strike, union organizing activity or work stoppage against Parent or any Parent Subsidiary the Company pending or, to the knowledge of Parentthe Company and each of the Stockholders, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCompany. As of the date of this Agreement, to the knowledge of Parentthe Company and each of the Stockholders, none of Parent, any Parent Subsidiary, the Company or any of their respective its representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiarythe Company, and there is no charge or complaint filed against Parent the Company by or any Parent Subsidiary by with the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (h) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To the knowledge of the Company and each of the Stockholders, individually or the Company is in compliance with (i) the aggregaterequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Parent Material Adverse Effectas amended ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With respect to each material employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA) ")), maintained or contributed to by Parent or any Parent Subsidiary, Socket or with respect to which Parent or any Parent Subsidiary Socket could incur material liability under Section section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSSocket Benefit Plans"), Parent has delivered or made Socket will make available to Cetronic, promptly after the Company date hereof, a true, true and complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect Internal Revenue Service (the "IRS"), (ii) such Socket Benefit Plan, (iii) each trust agreement relating to such Parent Socket Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Socket Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Socket Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Socket Benefit Plan, if it is Plan qualified under Section 401(asection 401 (a) of the Code. (b) Each Parent Benefit Plan has been administered Except as set forth in all material respects in accordance with its terms and all contributions required to be made under the terms of any Section 2.08(b) of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With Socket Disclosure Schedule, with respect to the Parent Socket Benefit Plans, no event has occurred and, to the knowledge of ParentSocket, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary Socket could be subject to any liability under the terms of such Parent Socket Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably would have a Socket Material Adverse Effect). (c) All contributions or premiums due from Socket with respect to any of the Socket Benefit Plans have been made as required under ERlSA or have been accrued on Socket's financial statements as of March 31, 1997, or will be expected made prior to havethe Closing. Each Socket Benefit Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, individually or in orders, rules and regulations, including, without limitation, ERISA and the aggregateCode, which are applicable to such Socket Benefit Plans, except as would not have a Parent Socket Material Adverse Effect. (cd) Except as set forth in Section 5.09(c2.08(d) of the Parent Socket Disclosure Schedule, neither Parent nor any Parent Subsidiary Socket is not a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary Socket and no collective bargaining agreement or other labor union contract is being negotiated by Parent or any Parent SubsidiarySocket. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent Socket pending or any Parent Subsidiary pending or, to the knowledge of Parent, threatened in writing which may interfere with the respective business activities of Parent or any Parent SubsidiarySocket, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, have a Parent Socket Material Adverse Effect. As of the date of this Agreement, to the knowledge of ParentSocket, none of Parent, any Parent Subsidiary, or any of their respective neither Socket nor its representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiarySocket, and there is no charge or complaint against Parent or any Parent Subsidiary Socket by the National Labor Relations Board or any comparable Governmental Entity state or foreign agency pending or threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Socket Material Adverse Effect. (e) Socket has made available to Cetronic true and complete (i) copies of all severance and employment agreements with directors, officers or employees of Socket; (ii) copies of all severance programs and policies of Socket or relating to its employees; and (iii) copies of all plans, programs, agreements and other arrangements of Socket with or relating to its employees which contain change of control provisions. (f) Except as provided in Section 2.08 of the Socket Disclosure Schedule or as otherwise required by Law, no Socket Benefit Plan provides retiree medical or retiree life insurance benefits to any person.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 3.19 of the Disclosure Schedule contains a list of each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", " as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each stock option, stock purchase, fringe benefit, change in control, severance, retention, bonus and deferred compensation plan, agreement and arrangement (collectively, the "Plans") which are maintained or contributed to by Parent the Seller or any Parent Subsidiary, or the Pershing Companies with respect to which Parent any current or former Employee, officer or director of the Pershing Companies or any Parent Subsidiary could incur liability under Section 4069beneficiary or dependent thereof (collectively, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"), Parent other than Company Benefit Plans that are not material. With respect to each Company Benefit Plan, the Seller has delivered or made available to the Company Purchaser a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to IRS, (ii) such Parent Company Benefit Plan, (iii) each trust agreement relating to each Company Benefit Plan maintained for Employees, (iv) the most recent actuarial report or financial statement relating to such Parent summary plan description for each Company Benefit Plan and for which a summary plan description is required, (v) the most recent actuarial report or valuation, if any, relating to a Company Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent any Company Benefit Plan, if it is Plan qualified under Section 401(a) of the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Seller, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary of the Pershing Companies could be subject to any actual or contingent liability under the terms of such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably in an amount that would be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. (c) Except as set forth in Section 5.09(c) None of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary Pershing Companies is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary employee of the Pershing Companies, and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiaryof the Pershing Companies. As of the date of this Agreementhereof, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary of the Pershing Companies pending or, to the knowledge of Parentthe Seller, threatened in writing which may interfere with the respective business activities of Parent or any Parent Subsidiaryof the Pershing Companies, except where such dispute, strike or work stoppage could would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectmaterial. As of the date of this Agreementhereof, to the knowledge of Parentthe Seller, none of Parent, any Parent Subsidiary, the Pershing Companies or any of their respective representatives or employees has committed any unfair labor practice practices in connection with the operation of the respective businesses of Parent or any Parent SubsidiaryBusiness, and there is no charge or complaint against Parent or any Parent Subsidiary of the Pershing Companies by the National Labor Relations Board or any comparable Governmental Entity pending government agency pending, or to the knowledge of the Seller, threatened in writing, except where such unfair labor practice, charge or complaint could would not reasonably be expected to have, individually or in the aggregate, have a Parent Material Adverse Effect. Except as listed in Section 3.19(c) of the Disclosure Schedule, there are no pending charges or complaints alleging sexual or other harassment or other discrimination by any of the Pershing Companies or any of their employees or agents pending or, to the knowledge of the Seller, threatened in writing in each case against Seller or the Pershing Companies. Each of Seller and the Pershing Companies is, with respect to the Business, in substantial compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment, wages and hours and affirmative action. (d) Except with respect to arrangements or agreements the cost of which will be borne by the Seller or its Affiliates (other than the Pershing Companies), the Seller has listed in Section 3.19(d) of the Disclosure Schedule and has made available to the Purchaser (i) copies of all employment agreements with officers of the Pershing Companies (or copies of forms of agreements setting forth representative employment terms and conditions); (ii) copies of all retention and severance agreements, programs and policies of the Pershing Companies with or relating to employees, other than such agreements, programs and policies that are required by applicable Law; and (iii) copies of all plans, programs, agreements and other arrangements of the Pershing Companies with or relating to employees which contain change in control provisions. (e) Neither the execution of this Agreement, nor the consummation of the transactions contemplated hereby will (i) entitle any employee to severance pay becoming due under any Company Benefit Plan or any other arrangement, other than such agreements, programs and policies that are required by applicable Law, (ii) 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 obligation pursuant to, any of the Company Benefit Plans, or any other arrangement, with respect to employees, other than such agreements, programs and policies that are required by applicable Law, or (iii) result in payments under any of the Company Benefit Plans which would not be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (f) Each Company Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period and, to the knowledge of the Seller , no circumstances exist that are reasonably likely to result in the revocation or denial of any such favorable determination letter. (g) None of the Pershing Companies contribute to a "multiemployer plan", as defined in Section 3(37) of ERISA, nor has it contributed to such a plan within the past five calendar years. (i) All benefit and compensation plans, contracts, policies or arrangements and deferred compensation, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans covering current or former employees based outside of the Untied States or maintained outside of the United States that are subject to or governed by the Law of any jurisdiction other than the United States (collectively, the "Foreign Benefit Plans"), other than Foreign Benefit Plans that are not material, are listed on Schedule 3.19(h)(i) of the Disclosure Schedule. The Foreign Benefit Plans comply in all material respects with applicable Law. All operating documents governing the Foreign Benefit Plans and all employee communications and actuarial reports with respect to the Foreign Benefit Plans made available to the Purchaser are complete and accurate in all material respects. (ii) Except as listed in Schedule 3.19(h)(ii) of the Disclosure Schedule, the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, calculated to the Closing Date with respect to all current or former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan. (iii) For purposes of this subsection 3.19(h), "Benefit" means any pension, lump sum, indemnity, gratuity, deferred compensation, payment of medical expenses or other like benefit given or to be given on or in anticipation of or after leaving employment for any reason, including death, or in connection with any change in the nature of the service of the employee, or on retirement or death. "Scheme" means the Pershing Limited Pension Plan established November 30, 1987.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 4.09 of the Disclosure Schedule contains a true and complete list of each employee benefit plan, program, arrangement and contract (including, without limitation, any "“employee benefit plan"”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) maintained or contributed to by Parent or any Parent Subsidiary, the Company and the Subsidiaries or with respect to which Parent the Company or any Parent Subsidiary could incur has any liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"“Benefit Plans”). With respect to each Benefit Plan, Parent the Company has delivered or made available to the Company Purchaser a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect IRS, (ii) such Benefit Plan, (iii) each trust agreement or insurance contract relating to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to each contract with any third party by which any such Parent Benefit Plan and is administered, (v) the most recent summary plan description for each Benefit Plan for which a summary plan description is required and (vi) the most recent determination or opinion letter issued by the IRS with respect to such Parent any Benefit Plan, if it is Plan qualified under Section 401(a) of the Internal Revenue Code. There are no organizations other than the Subsidiaries which, together with the Company, are treated as a single employer pursuant to Section 414 of the Internal Revenue Code. No Benefit Plan is subject to Title IV of ERISA, and neither the Company nor any Subsidiary has any liability of any kind whatsoever under Title IV of ERISA. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parentthe Company, there exists no condition or set of circumstances in connection with which Parent the Company or any Parent Subsidiary the Subsidiaries could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Internal Revenue Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, would have a Parent Material Adverse Effect. (c) Except as set forth in Section 5.09(c) with respect to the Train and Engine Crafts of the Parent Disclosure ScheduleCompany, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is currently being negotiated by Parent the Company or any Parent Subsidiary. As of the date of this Agreementhereof, and since December 31, 2006, there is no labor dispute, strike strike, lockout, or work stoppage against Parent stoppage, or any Parent Subsidiary material grievance actually pending or, to the knowledge of Parentthe Company, threatened which may interfere with against the respective business activities of Parent Company or any Parent Subsidiary, Subsidiary except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or as set forth in Section 4.08(a)(xii) of the aggregate, a Parent Material Adverse EffectDisclosure Schedule. As of the date of this Agreementhereof, to the knowledge of Parentthe Company, none the Company and its Subsidiaries are, and have at all times been, in compliance with all applicable Laws respecting employment and employment practices, terms and conditions of Parentemployment, any Parent Subsidiaryequal opportunity, or any nondiscrimination, immigration, labor, wages, affirmative action, hours of their respective representatives or employees has committed work and occupational safety and health, and have not engaged in any unfair labor practice practices as defined in connection with the operation of the respective businesses of Parent National Labor Relations Act or other applicable law or any Parent Subsidiary, statutory disputes under the Railway Labor Act or other applicable law; and there is no charge or complaint against Parent the Company or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity state agency pending or threatened in writing. (d) Section 4.09 of the Disclosure Schedule sets forth (i) copies of all employment agreements with officers of the Company and the Subsidiaries and agreements with non-union employees that provides for annual compensation in excess of $150,000; (ii) copies of all severance agreements, except where programs and policies of the Company and the Subsidiaries with or relating to its employees; (iii) copies of all plans, programs, agreements, policies and other arrangements of the Company and the Subsidiaries with or relating to its employees which contain change in control provisions; (iv) all collective bargaining agreements and other agreements with labor organizations or other employee representative bodies. Except as set forth in Section 4.09 of the Disclosure Schedule, (i) each contract or agreement set forth on Section 4.09 of the Disclosure Schedule is valid and binding on the Company and to the knowledge of the Company, on the respective parties thereto and is in full force and effect and, upon consummation of the transactions contemplated by this Agreement, shall continue in full force and effect without penalty or other adverse consequence without the consent, approval or act of, or the making of any filing with, any other Person, (ii) neither the Company nor any Subsidiary is in breach of, or default under, any of such unfair labor practiceagreements or contracts and no event has occurred which with notice or lapse of time would constitute such a breach or default or permit termination, charge modification or complaint could acceleration thereunder, (iii) to the knowledge of the Company, no other party to any of such agreements or contracts is in breach thereof or default thereunder and no event has occurred which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration thereunder and (iv) no Person has taken any action that has the effect of creating or triggering any entitlement to benefits under the terms of any agreement with any of its employees. (e) Except as required by Law, no Benefit Plan provides retiree medical or retiree life insurance benefits to any person. (f) Since December 31, 2005, the Company and its Subsidiaries have not reasonably be expected to have, individually or effectuated (i) a “plant closing” as defined in the aggregateWorker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any Subsidiary, or (ii) a Parent Material Adverse Effect“mass layoff” as defined in the WARN Act affecting any site of employment or facility of the Company or any of its Subsidiaries. Since December 31, 2005, neither the Company nor any of its Subsidiaries have been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any federal, state or local law similar to the WARN Act.

Employee Benefit Plans; Labor Matters. (a) With respect to Section 4.09 of the Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained ERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits), whether written or not maintained, sponsored or contributed to or required to be contributed to by Parent the Company or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA its Subsidiaries (the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Parent the Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement relating to such Parent Company Benefit Plan and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither the Company, nor to the knowledge of the Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, no event has occurred and, to the knowledge of Parentthe Company, there exists no condition or set of circumstances in connection with which Parent the Company or any Parent Subsidiary of its Subsidiaries could be subject to any material liability (other than for routine benefit liabilities) under the terms of of, or with respect to, such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except The Company hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has received a favorable determination letter from the IRS as to its qualified status, and each trust established in connection with any Company Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and to the knowledge of the Company, no fact or event has occurred that could adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to the knowledge of the Company, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Benefit Plan that could result in liability to the Company or any of its Subsidiaries and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is a pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent balance sheet included in the Company Financial Statements prior to the date of this Agreement). No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of the Company, is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Company nor any of its Subsidiaries has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by the Company or any of its Subsidiaries that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any of its Subsidiaries of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of the Company or any of its Subsidiaries is or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Company Benefit Plan required to be set forth in the Company Disclosure Schedule that is subject to Title IV or Part 3 of Title I of ERISA or Section 5.09(c412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within 30 days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Company Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) The Company has delivered to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of the Company and its Subsidiaries, (ii) all severance plans, agreements, programs and policies of the Company and its Subsidiaries with or relating to their respective employees, directors or consultants, (iii) all plans, programs, agreements and other arrangements of the Company and its Subsidiaries with or relating to their respective employees, directors or consultants which contain "change of control" provisions, and (iv) a list setting forth the names and annual salaries of all current employees of the Company and its Subsidiaries. No payment or benefit which may be required to be made by the Company or any of its Subsidiaries or which otherwise may be required to be made under the terms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Section 280(G)(1) of the Parent Disclosure ScheduleCode, neither Parent and the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of the Company or any of its Subsidiaries to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (g) Neither the Company nor any Parent Subsidiary of its Subsidiaries is a party to to, and none of them has any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent the Company or any Parent Subsidiary of its Subsidiaries and no collective bargaining agreement is being negotiated by Parent the Company or any Parent Subsidiaryof its Subsidiaries or any person or entity that may obligate the Company or any of its Subsidiaries thereunder. As of the date of this Agreement, there is no labor dispute, strike strike, union organizing activity or work stoppage against Parent the Company or any Parent Subsidiary of its Subsidiaries pending or, to the knowledge of Parentthe Company, threatened which may interfere with the respective business activities of Parent the Company or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effectof its Subsidiaries. As of the date of this Agreement, to the knowledge of Parentthe Company, none neither the Company nor any of Parent, any Parent Subsidiary, or its Subsidiaries nor any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent the Company or any Parent Subsidiaryof its Subsidiaries, and there is no charge or complaint filed against Parent the Company or any Parent Subsidiary of its Subsidiaries by or with the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (h) Except as required by Law, except where such unfair labor practiceno Company Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, charge disability or complaint could not reasonably be expected to havelife insurance benefits. To the knowledge of the Company, individually or each of the Company and its Subsidiaries is in compliance with (i) the aggregaterequirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, a Parent Material Adverse Effectas amended ("COBRA") and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder.

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract arrangement, contract, employment agreement, stock option, bonus, incentive or similar plan (including, without limitation, any "employee benefit plan", " as defined in Section 3(3) of ERISA) ), maintained or contributed presently or at any time within the six (6) year period prior to the date of this Agreement to by Parent QRI or any Parent SubsidiaryERISA Affiliate, or with respect to which Parent QRI or any Parent Subsidiary ERISA Affiliate could reasonably be expected to incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSQRI Benefit Plans"), Parent QRI has delivered or made available to the Company a true, complete true and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent QRI Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement agreement, if any, relating to such Parent QRI Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent summary plan description of each QRI Benefit PlanPlan for which a summary plan description is required, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent any QRI Benefit Plan that is intended to be a Qualified Plan (v) Internal Revenue Service Forms 5500 for each Company Benefit Plan for each of the three (3) most recent plan years, and (vi) the most recent actuarial report, if any, for each QRI Benefit Plan, if it is qualified under . Section 401(a) 4.10 of the CodeQRI Disclosure Schedule contains a complete list of all QRI Benefit Plans. (b) Each Parent of the QRI Benefit Plan has been administered Plans is in all material respects in accordance compliance with its terms and all contributions required to be made under applicable laws, including, but not limited to, ERISA and the terms of any Code and except as set forth in Section 4.10 of the Parent QRI Disclosure Schedule, no QRI Benefit Plans Plan has an accumulated or waived funding deficiency within the meaning of Section 412 of the Code. Except as set forth in Section 4.10 of the QRI Disclosure Schedule, neither QRI nor any ERISA Affiliate is or has contributed to "multiemployer plan," as defined in Section 3(37), and neither the Company nor any ERISA Affiliate has any past, present or future obligation or liability to contribute to any multiemployer plan of ERISA. Neither QRI nor any ERISA Affiliate has completely or partially withdrawn from any multiemployer plan with respect to which there is any outstanding liability as of the date of this Agreement have been timely made Agreement. Neither QRI nor any ERISA Affiliate has incurred, directly or have been reflected indirectly, any material liability (including any material contingent liability) to or on account of a QRI Benefit Plan under Sections 409 or 502 of ERISA or Section 4975 of Code or pursuant to Title IV of ERISA to which QRI or an ERISA Affiliate made, or was required to make, contributions during the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to five (5) years ending on the date of this Agreement. With As of the date of this Agreement, no condition exists that presents a material risk to QRI or an ERISA Affiliate of incurring such a material liability. No proceedings have been instituted to terminate any QRI Benefit Plan that is subject to Title IV of ERISA and the PBGC is not expected to institute proceedings and no "reportable event," as such term in defined in Section 4043 of ERISA, has occurred with respect to the Parent any QRI Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectPlan. (c) Except as set forth in Section 5.09(c) 4.10 of the Parent QRI Disclosure Schedule, neither Parent nor the current value of the assets of each of the QRI Benefit Plans that are subject to Title IV of ERISA, based upon reasonable actuarial assumptions, equals or exceeds the present value of the accrued benefits under each such QRI Benefit Plan and all contributions or other amounts payable by QRI and each ERISA Affiliate as of the date of this Agreement with respect to each Plan in respect of current or prior plan years has been either paid or accrued on the latest balance sheet. There are no pending, or, to the best knowledge of QRI and each ERISA Affiliate any Parent Subsidiary is a party to threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the QRI Benefit Plans or any trusts related thereto. (d) There are no collective bargaining or other labor union contract applicable contracts to persons employed by Parent or any Parent Subsidiary which QRI is a party and no collective bargaining agreement is being negotiated by Parent or any Parent SubsidiaryQRI. As of the date of this Agreement, there There is no pending or, to the best knowledge of QRI, threatened labor dispute, strike or work stoppage against Parent the QRI. (e) No QRI Benefit Plan provides retiree medical or other retiree welfare benefits and neither QRI is contractually or otherwise obligated to medical or other welfare benefits upon retirement or termination of employment of employees. (f) Neither QRI nor any Parent Subsidiary pending orof its ERISA Affiliates contributes to or have an obligation to contribute to, or has within six years prior to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this AgreementAgreement contributed to or had an obligation to contribute to, an employee benefit plan that is or was subject to Title IV of ERISA or Section 412 of the Code. (g) No transaction prohibited by ERISA Section 406 and no "prohibited transaction" under Code Section 4975(c) has occurred with respect to any QRI Benefit Plan. All "fiduciaries," as defined in ERISA Section 3(21), with respect to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice QRI Benefit Plans have complied in connection all respects with the requirements of ERISA Section 404. Neither QRI nor any ERISA Affiliate has any liability to the Internal Revenue Service or the PBGC with respect to any QRI Benefit Plan. (h) Each QRI Benefit Plan provides that it may be amended or terminated at any time except for benefits protected under Code Section 411(d). (i) Each Qualified Plan is qualified in form and operation under Code Section 401 (a) and each trust for each Qualified Plan is exempt from federal income tax under Code Section 501(a). No event has occurred or circumstances exist that will or could give rise to disqualification or loss of tax-exempt status of any Qualified Plan or related trust. All determination letters with respect to Qualified Plans remain in effect and have not been revoked. (j) QRI and each ERISA Affiliate has complied with the respective businesses provisions of Parent ERISA Section 601 et. seq. and Code Section 4980B. (k) No payment that is owed or may become due to any Parent Subsidiarydirector, and there is no charge officer, employee or complaint against Parent agent of QRI will be non-deductible to QRI or any Parent Subsidiary by the National Labor Relations Board subject to tax under Code Sections 280G or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.4999; nor will QRI be

Employee Benefit Plans; Labor Matters. (a) With respect to The Company Disclosure Schedule lists each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISAERISA and any plan, program, arrangement or contract providing for severance; medical, dental or vision benefits; life insurance or death benefits; disability benefits, sick pay or other wage replacement; vacation, holiday or sabbatical; pension or profit-sharing benefits; stock options or other equity compensation; bonus or incentive pay or other material fringe benefits) maintained ("Benefit Plans"), maintained, sponsored or contributed to or required to be contributed to by Parent Company or any Parent Subsidiary, or with respect to which Parent or any Parent Company Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANSCompany Benefit Plans"). With respect to each Company Benefit Plan, Parent Company has delivered or made available to the Company Parent a true, complete and correct copy of (i) such Parent Company Benefit Plan (of, if not written, a written summary of its material terms) and the most recent summary plan description description, if any, related to such Parent Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or financial statement relating to such Parent Company Benefit Plan and (v) the most recent determination letter letter, if any, issued by the IRS with respect to such Parent Company Benefit Plan and any pending request for such a determination letter. Neither Company nor any Company Subsidiary nor, to the knowledge of Company, any other person or entity, has any express commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, if it is qualified under Section 401(a) of other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Parent Company Benefit Plans as of the date of this Agreement have been timely made or or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Company Reports prior to the date of this Agreement. With respect to the Parent Company Benefit Plans, to Company's knowledge, no event has occurred and, to the knowledge of ParentCompany, there exists no condition or set of circumstances in connection with which Parent Company or any Parent Company Subsidiary could be subject to any material liability (other than for routine benefit liabilities) under the terms of of, or with respect to, such Parent Company Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) Except Company on behalf of itself and each Company ERISA Affiliate (as defined below) hereby represents that: (i) each Company Benefit Plan which is intended to qualify under Section 401(a), Section 401(k), Section 401(m) or Section 4975(e)(6) of the Code has received a favorable determination letter from the IRS as to its qualified status, and each trust established in connection with any Company which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received an opinion letter from the IRS that it is so exempt or application for same is pending that is timely filed with the IRS, and to Company's knowledge no fact or event has occurred that is reasonably likely to materially adversely affect the qualified status of any such Company Benefit Plan or the exempt status of any such trust; (ii) to Company's reasonable knowledge there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Company Plan that could result in liability to the Company or a Company Subsidiary and (iii) each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability (other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Company Benefit Plan is pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA)) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the knowledge of Company is threatened, against or with respect to any such Company Benefit Plan, including any audit or inquiry by the Internal Revenue Service or United States Department of Labor (other than routine benefits claims). (d) No Company Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Company, any Company Subsidiary nor any other trade or business (whether or not incorporated) that is under "common control" with Company or a Company Subsidiary (within the meaning of ERISA Section 4001) or with respect to which Company or any Company Subsidiary could otherwise incur liability under Title IV of ERISA (a "Company ERISA Affiliate") has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Company, any Company Subsidiary or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any Company Subsidiary of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Company or any Company Subsidiary is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Benefit Plan required to be set forth in the Disclosure Schedule that is subject to Title IV or Part 3 of Title I of ERISA or Section 5.09(c412 of the Code, (i) no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within 30 days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) Company has made available to Parent true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Company and each Company Subsidiary, (ii) all severance plans, agreements, programs and policies of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Company and each Company Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which may be required to be made by Company or any Company Subsidiary or which otherwise may be required to be made under the Parent Disclosure Scheduleterms of any Company Benefit Plan or other arrangement will constitute a parachute payment under Code Section 280(G)(1), neither Parent and the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other possible event (including termination of employment), (i) entitle any current or former employee or other service provider of Company or any Company Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (g) Neither Company nor any Parent Company Subsidiary is a party to to, or has any obligations under or with respect to, any collective bargaining or other labor union contract applicable to persons employed by Parent Company or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. As of the date of this Agreement, to the knowledge of Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing, except where such unfair labor practice, charge or complaint could not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.Company

Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained maintained, sponsored or contributed to or required to be contributed to by Parent or any Parent SubsidiarySubsidiary or other trade or business (whether or not incorporated) treated as a single employer with Parent (a "PARENT ERISA AFFILIATE") pursuant to Code Section 414(b), (c), (m) or (o), or with respect to which Parent or any Parent Subsidiary ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is intended to be qualified under Section 401(a) of the Code. None of Parent, any Parent Subsidiary or any Parent Affiliate has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including, without limitation, ERISA and the Code, and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge Knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent, any Parent Subsidiary or any Parent Subsidiary ERISA Affiliate could reasonably be expected to be subject to any material liability (other than for routine benefit liabilities) under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectLaw. (c) (i) Each Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualified status under the Code and as to the exempt status under Section 501(a) of the Code of each trust established thereunder or Parent will apply to the IRS for such a determination letter prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination, and to the Knowledge of Parent no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Parent Benefit Plan or the exempt status of any such trust; (ii) to Knowledge of Parent, there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan; (iii) each Parent Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability, other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Parent Benefit Plan is a pension benefit plan subject to Part 3 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either there are sufficient assets set aside in a trust or insurance contract to satisfy such liability or such liability is reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Parent is threatened in writing, against or with respect to any such Parent Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims). (d) No Parent Benefit Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA or Section 412 of the Code and none of Parent, any Parent Subsidiary or any Parent ERISA Affiliate has sponsored or contributed to or been required to contribute to a multiemployer pension plan or other pension plan subject to Title IV of ERISA. No material liability under Title IV of ERISA has been incurred by Parent, any Parent Subsidiary or any Parent ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a reasonable risk to Parent, any Parent Subsidiary or any Parent ERISA Affiliate of incurring or being subject (whether primarily, jointly or secondarily) to a material liability thereunder. None of the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code. (e) Parent has listed on SCHEDULE 5.09(E) of the Parent Disclosure Schedule and has delivered to Company true, complete and correct copies of (i) all employment agreements with officers and all consulting agreements of Parent and each Parent Subsidiary, (ii) all severance plans, agreements, programs and policies of Parent and each Parent Subsidiary with or relating to their respective employees, directors or consultants, and (iii) all plans, programs, agreements and other arrangements of Parent and each Parent Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. Except as set forth in Section 5.09(cSCHEDULE 5.09(E) of the Parent Disclosure Schedule, neither which discloses the Parent's estimate of excess parachute payments based on assumptions described therein, no payment or benefit which will be made by Parent or any Parent Subsidiary under any Parent Benefit Plan or other arrangement will constitute an excess parachute payment under Code Section 280G(b)(1), and the consummation of the transactions contemplated by this Agreement will not individually or in conjunction with any other possible event (including termination of employment) (i) entitle any current or former employee or other service provider of Parent or any Parent Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of indebtedness), except as expressly provided by this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation or benefit due any such employee or service provider. (f) Neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons Persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there There is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge Knowledge of Parent, threatened in writing which may interfere with the respective business activities of Parent or any Parent Subsidiary, except where such dispute, strike or work stoppage could not reasonably be expected to have, individually or in . To the aggregate, a Parent Material Adverse Effect. As Knowledge of the date of this Agreement, to the knowledge of 38 Parent, none of Parent, any Parent Subsidiary, or any of their respective representatives or employees has committed any unfair labor practice in connection with the operation of the respective businesses of Parent or any Parent Subsidiary, and there is no charge or complaint against Parent or any Parent Subsidiary by the National Labor Relations Board or any comparable Governmental Entity pending or threatened in writing. (g) Except as required by Law, except where such unfair labor practiceno Parent Benefit Plan provides retiree or post-employment medical, charge disability or complaint could not reasonably be expected life insurance benefits to haveany Person. To the Knowledge of Parent, individually or Parent and the Parent ERISA Affiliates comply in all material respects with (i) the aggregate, a Parent Material Adverse Effectrequirements of the applicable health care continuation and notice provisions of COBRA and the regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996 and the regulations (including the proposed regulations) thereunder.