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

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(b) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE TetriDyn is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTETetriDyn’s knowledge, has sought to represent any of OTETetriDyn’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE TetriDyn pending or, to OTETetriDyn’s knowledge, threatened that could have an OTE a TetriDyn Material Adverse Effect, nor is OTE TetriDyn aware of any labor organization activity involving its employees. OTE TetriDyn is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with OTETetriDyn, nor does OTE TetriDyn have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTETetriDyn, to the best of OTETetriDyn’s knowledge, is terminable at OTETetriDyn’s will. (b) Except as set forth in Schedule 3.15(b4.15(b) of the OTE TetriDyn Schedules, OTE TetriDyn does not maintain, maintain and has not contributed during the past five years to, to any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), ERISA Section 3(s), ) or for respecting which OTE TetriDyn or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, practice or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE TetriDyn Benefit Plans”). As of the date of this Agreement, except as would not have an OTE a TetriDyn Material Adverse Effect, the material OTE TetriDyn Benefit Plans maintained by OTE TetriDyn or any member of its ERISA Groupgroup, or respecting which OTE TetriDyn has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b4.15(b) sets forth a list of all OTE TetriDyn Benefit Plans, true and complete copies of which have been furnished to TetriDynOTE. With respect to the OTE TetriDyn Benefit Plans, no event has occurred, and to OTETetriDyn’s knowledge, there exists no condition or set of circumstances, in connection with which OTE TetriDyn or any member of its ERISA group could be subject to any liability under the terms of the OTE such TetriDyn Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE a TetriDyn Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c4.15(c) of the OTE TetriDyn Schedules, neither OTE TetriDyn nor any member of its ERISA group contributes or has an obligation to contribute to, and has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, to or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE TetriDyn nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTETetriDyn. There is no pending or threatened labor dispute, strike, or work stoppage against OTE TetriDyn or any of its subsidiaries that may interfere with OTETetriDyn’s business activities. None of OTE TetriDyn or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTETetriDyn’s business, and there is no pending or threatened charge or complaint against OTE TetriDyn by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE TetriDyn Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE TetriDyn Benefit Plan complies, complies and has complied, complied with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE a TetriDyn Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any Section 2.11 of the foregoing. The employment of each officer and Company Disclosure Schedule lists all employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. benefit plans (b) Except as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, ) and any other retirement, pensionall bonus, stock option, stock application rightspurchase, profit sharing, incentive compensationincentive, deferred compensation, savings, thrift, vacation paysupplemental retirement, severance payand other similar fringe or employee benefit plans, programs or other employee arrangements and any current or former employment or executive compensation or benefit planseverance agreements, agreement, practice, or arrangement, whether written or unwrittenotherwise, maintained or contributed to or with respect to which there is any obligation or liability for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not legally binding incorporated) which is a member of a controlled group including the Company or which is under common control with the Company within the meaning of Section 414 of the Code (collectivelyan "ERISA Affiliate"), excluding former agreements or plans under which the Company has no remaining obligations (together, the “OTE Benefit "Employee Plans”"). As The Company has made available to Parent a copy of (i) the date most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required, (ii) the documents and instruments governing each such Employee Plan, and (iii) the latest determination letter from the IRS with respect to each Employee Plan which is intended to be qualified under Section 401(a) of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no No event has occurred, and to OTE’s the Company's knowledge, there exists no condition or set of circumstancesconditions, in connection with which OTE the Company or any member of its ERISA group subsidiaries could be subject to any liability under the terms of the OTE Benefit any Employee Plans, ERISA, the Code, Code or any other applicable Law that law, including, without limitation, any liability under Title IV of ERISA, which would individually or in the aggregate have an OTE a Material Adverse Effect. (c) Effect on the Company. Except as otherwise set forth on Schedule 3.15(cin Section 2.11(a) of the OTE SchedulesCompany Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect on the Company, neither OTE nor (i) all payments required to be made by or under any member of its ERISA group contributes Employee Plan, any related trusts or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining agreement have been made or other labor union contracts. No collective bargaining agreement is are being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere processed in accordance with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessnormal operating procedures, and there is no pending all amounts required to be reflected in the Company's financial statements have been properly accrued to date as liabilities under or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agency. (e) With with respect to each OTE Benefit Employee Plan, (ii) the Company has performed all obligations required to be performed by it under any Employee Plan, (iii) each Employee Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, has been administered in compliance with its terms and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.applicable law,

Employee Benefit Plans; Labor Matters. (a) OTE Section 3.12(a) of the Company Disclosure Schedule contains a true and complete list of each material deferred compensation and each incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each material employment, termination or severance agreement; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by Company or by any trade or business, whether or not bound by incorporated (an “ERISA Affiliate”), that together with Company would be deemed a “single employer” within the meaning of Section 414 of the Code, or subject to (and none of its operations which Company or an ERISA Affiliate is bound by or subject to) any party, whether written or oral, express for the benefit of any employee or impliedformer employee of Company or any subsidiary (the “Employee Plans”). Except with respect to the Incentive Bonus Plan to be adopted by the Surviving Corporation effective as of the Effective Time, contractneither Company, commitmentany subsidiary nor any ERISA Affiliate has any legally binding commitment or formal plan to create any additional employee benefit plan which, if created, would constitute an Employee Plan, or arrangement with to modify or change any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent existing Employee Plan that would affect any of OTE’s employees, representatives, employee or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and former employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s willCompany or any subsidiary. (b) Except as set forth in Schedule 3.15(bWith respect to each Employee Plan, Company has heretofore delivered or made available to Parent (i) true and complete copies of the OTE SchedulesEmployee Plan and any amendments thereto (or if the Employee Plan is not a written Employee Plan, OTE does not maintaina summary of the material terms thereof); (ii) any related trust or other funding vehicle; (iii) any reports or summaries required under ERISA or the Code; (iv) the most recent determination letter issued by the Internal Revenue Service (the “IRS”), or if none, IRS opinion or advisory letter issued with respect to each Employee Plan intended to qualify under section 401 of the Code; (v) copies of all material correspondence (including all closing letters, audit finding letters, revenue agent findings and has not contributed during similar documents) to or from any governmental agency relating to any Employee Plan (including the past five years toDepartment of Labor and the IRS); (vi) the results of all discrimination testing performed with respect to each Employee Plan for the most recent three (3) years; (vii) stop loss insurance policies; and (viii) all administrative service agreements, any employee benefit plan group annuity contracts, group insurance contracts and similar written agreements and contracts relating to each Employee Plan. (c) None of the Employee Plans is a “multiemployer plan,” as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 3(37) of ERISA, and any other retirementno Employee Plan is subject to 302, pension303, stock option304 or Title IV of ERISA or Sections 412, stock application rights430, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, 431 or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As 432 of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(bNo liability under Title IV or sections 302, 303 or 304 of ERISA has been incurred by Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (“PBGC”) sets forth a list of all OTE Benefit Plans, true and complete copies of (which premiums have been furnished to TetriDyn. With respect to the OTE Benefit Planspaid when due). (d) Neither Company nor any subsidiary, no event any Employee Plan, any trust created thereunder, nor any trustee or administrator thereof has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, engaged in a transaction in connection with which OTE Company or any member of its ERISA group subsidiary, any Employee Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Employee Plan or any such trust could be subject to any liability under the terms either a civil penalty assessed pursuant to section 409 or 502(i) of the OTE Benefit Plans, ERISA, ERISA or a tax imposed pursuant to section 4975 or 4976 of the Code, in any case which would reasonably be expected to have, individually or any other applicable Law that would have an OTE in the aggregate, a Company Material Adverse Effect. (ce) Except as otherwise set forth on Schedule 3.15(c) of Each Employee Plan has been operated and administered in all material respects in accordance with its terms and applicable Legal Requirements, including but not limited to ERISA, the OTE SchedulesCode and the Massachusetts Health Reform Act. There is no pending, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute tothreatened or, has not within five years prior to the date Knowledge of this Agreement contributed Company, anticipated action, suit, claim, audit, inquiry or had an obligation proceeding relating or with respect to contribute tothe Employee Plans by any employee, participant, IRS or has any secondary liability under ERISA Section 4204 to, a multiemployer plan Department of Labor. (f) Each Employee Plan intended to be “qualified” within the meaning of Section 3(37section 401(a) of ERISAthe Code is subject to a currently effective favorable determination, notification, advisory or opinion letter, as applicable, as to its qualification status from the IRS or still has a remaining period of time under applicable Treasury Regulations. (dg) Each Employee Plan that is a “nonqualified deferred compensation plan” (as defined in Code section 409A(d)(1)) is in compliance with Code section 409A and the rules and regulations issued thereunder as to both form and operation, except where the failure so to comply has not had and would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect. Company is not a party to, and is not otherwise obligated under, any contract, plan or arrangement that provides for the gross-up of the Tax imposed by section 409A(a)(1)(B) of the Code. To the Knowledge of the Company or any of its subsidiaries, no stock or equity unit option granted under any Employee Plan has an exercise price that has been or may be less than the fair market value of the underlying stock or equity units (as the case may be) as of the date such option was granted or has any feature for the deferral of compensation that could render the grant subject to Section 409A of the Code. The earn-out allocation determined by the Company and set forth on the Earn-Out Allocation Schedule either complies with or is exempt from Section 409A of the Code. The Incentive Bonus Plan either complies with or is exempt from Section 409A of the Code. Any discretion granted to the Incentive Bonus Plan Administrator will be limited in all respects by Section 409A of the Code, if applicable, and none of the actions that the Administrator may properly take under the Incentive Bonus Plan could result in the Incentive Bonus Plan’s not complying with or being exempt from Section 409A of the Code. (h) No Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Company or any subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary). (i) Company has disclosed all “parachute payments” and “excess parachute payments” as defined by section 280G of the Code and the regulations and guidance issued with respect to section 280G of the Code in Section 3.12(i) of the Company Disclosure Schedule. No amounts payable by the Company or its affiliate will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. (j) Neither OTE the negotiation and execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event, (i) entitle any member current or former employee or officer of Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, except as provided under any applicable unemployment compensation Legal Requirement and except as set forth in Section 3.12(j)(1) of the Company Disclosure Schedule, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer, except as set forth in Section 3.12(j)(2) of the Company Disclosure Schedule. (k) There are no pending or, to the Knowledge of Company or any of its ERISA group is subsidiaries, threatened or has ever been a party to anticipated claims by or on behalf of any collective bargaining Employee Plan, by any employee or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strikebeneficiary covered under any such Employee Plan, or work stoppage against OTE otherwise involving any such Employee Plan (other than routine claims for benefits). (l) There are no material controversies pending or, to the Knowledge of Company or any of its subsidiaries, threatened between Company or any of its subsidiaries that may interfere and any of their respective employees. (m) Except as provided for in this Agreement, neither Company nor any of its subsidiaries is a party to any oral or written (i) employment or consulting agreements not terminable on thirty (30) days’ or less notice, (ii) agreement with OTE’s business activities. None any executive officer or other key employee of OTE Company or any of its representatives subsidiaries the benefits of which are contingent or employees has committed vest, or the terms of which are materially altered, upon the occurrence of a transaction involving Company or any unfair labor practices in connection of its subsidiaries of the nature contemplated by this Agreement, (iii) agreement with respect to any executive officer or other key employee of Company or any of its subsidiaries providing any term of employment or compensation guarantee or (iv) agreement or plan, including any stock option, stock appreciation right, restricted stock or stock purchase plan, any of the operation benefits of OTE’s businesswhich will be increased, and there is no pending or threatened charge or complaint against OTE the vesting of the benefits of which will be accelerated, by the National Labor Relations Board or occurrence of any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with transactions contemplated hereby or the requirements value of Part 6 of Title I of ERISA and Sections 4980B and 5000 any of the Code, except when benefits of which will be calculated on the failure to so comply would not have an OTE Material Adverse Effectbasis of any of the transactions contemplated hereby.

Employee Benefit Plans; Labor Matters. (ai) OTE Each Company Benefit Plan is listed in Section 3.1(k) of the Company Disclosure Schedule. With respect to each Company Benefit Plan, the Company has made available (or, if it has not bound by made available, will promptly after the date hereof make available) to Cal Dive a correct and complete copy of each writing or subject writings constituting such Company Benefit Plan or, if unwritten, a complete description of such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter or opinion letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, and, to the Knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter or opinion letter. (ii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (A) each of the Company Benefit Plans has been operated and none administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of its operations is bound by or subject any Governmental Entity, including, but not limited to) any written or oral, express or implied, contract, commitment, or arrangement with any labor unionERISA and the Code, and (B) there are no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledgethe Knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations, audits or examinations that could have an OTE Material Adverse Effectbeen asserted or instituted against the Company Benefit Plans, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer fiduciaries thereof with respect to their duties to the Company Benefit Plans or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment assets of any of the foregoing. The employment trusts under any of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s willCompany Benefit Plans. (biii) Except as set forth in Schedule 3.15(b) of Neither the OTE SchedulesCompany nor a Company ERISA Affiliate sponsors, OTE does not maintainmaintains, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished contributes to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, and has not at any time within five the past six (6) years prior to the date of this Agreement sponsored, maintained, contributed to, or had an obligation to contribute to, a Pension Plan that is subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA. (iv) The Company and each of its Affiliates has reserved the right to amend, terminate, or modify at any time all Company Benefit Plans providing for retiree health or life insurance coverage. (v) Neither the Company nor any of its Affiliates is a party to any material collective bargaining or other labor union contract applicable to individuals employed by the Company or any of its Affiliates, and no such collective bargaining agreement or other labor union contract is being negotiated by the Company or any of its Affiliates. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, (A) there is no labor dispute, strike, slowdown, or work stoppage against the Company or any of its Affiliates pending or, to the Knowledge of the Company, threatened against the Company or any of its Affiliates, (B) no unfair labor practice or labor charge or complaint is pending, or to the Knowledge of the Company, threatened with respect to the Company or any of its Affiliates, and (C) the Company and its Affiliates are in compliance with all applicable laws relating to employment, employment practices, wages, hours, terms, and conditions of employment, employment discrimination, disability rights, workers’ compensation, employee leaves, occupational safety and health, and the collection and payment of employment Taxes. (vi) Neither the Company nor any Company ERISA Affiliate sponsors, maintains, contributes to, or has an obligation to contribute to, and has not at any secondary liability under ERISA Section 4204 time within the past six (6) years sponsored, maintained, contributed to, or had an obligation to contribute to, a Multiemployer Plan, and neither the Company nor a Company ERISA Affiliate has incurred or assumed any liability (primary, secondary, contingent, or otherwise and including any withdrawal liability), with respect to a Multiemployer Plan. (vii) Neither the Company nor any Company ERISA Affiliate has, at any time, participated in any union-sponsored multiemployer plan within the meaning of welfare benefit fund maintained pursuant to any “employee welfare benefit plan” as defined in Section 3(373(1) of ERISA. (dviii) Neither OTE nor No Company Benefit Plan provides medical, surgical, hospitalization, pharmaceutical, or life insurance benefits (whether or not insured by a third party) for employees or former employees of the Company or any member Affiliate of its ERISA group is the Company, for periods extending beyond their retirements or has ever other terminations of service, other than coverage mandated by Section 4980 of the Code or similar state law, and no commitments have been a party made to provide such coverage. (ix) Section 3.1(k) of the Company Disclosure Schedule sets forth an accurate and complete list of each Company Benefit 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, such as termination of employment), result in, cause the accelerated vesting, funding, or delivery of, or increase the amount or value of, any payment or benefit to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor disputeemployee, strikeofficer, or work stoppage against OTE director of the Company or any of its subsidiaries that may interfere with OTE’s business activities. None Affiliates, or could limit the right of OTE the Company or any of its representatives Affiliates to amend, merge, terminate, or employees has committed receive a reversion of assets from any unfair labor practices Company Benefit Plan or related trust or any material employment agreement or related trust. Except as set forth in Section 3.1(k) of the Company Disclosure Schedule, no director, officer or employee of the Company or its Subsidiaries shall be paid or entitled to be paid any amount (whether in cash, in property, or in the form of benefits, accelerated cash, property, or benefits, or otherwise) in connection with the operation transactions contemplated hereby (either solely as a result thereof or as a result of OTE’s business, and there is no pending or threatened charge or complaint against OTE by such transactions in conjunction with any other event) that will be an “excess parachute payment” within the National Labor Relations Board or any comparable state agencymeaning of Section 280G of the Code. (ex) With respect to Section 3.1(k) of the Company Disclosure Schedule sets forth an accurate and complete list of each OTE Company Benefit Plan that is a “group health non-qualified deferred compensation plan” within the meaning of (as defined under Section 5000(b409A(d)(1) of the Code), and each such OTE Benefit Plan complies, plan has been operated and has complied, administered in good faith compliance with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 Section 409A of the CodeCode and all Internal Revenue Service guidance promulgated or issued thereunder since January 1, except when the failure to so comply would not have an OTE Material Adverse Effect2005.

Employee Benefit Plans; Labor Matters. (ai) OTE is There does not bound by now exist, and to the knowledge of Xxxxxxxx, there are no existing circumstances that could reasonably be expected to result in, any Controlled Group Liability to Xxxxxxxx or subject to (and none any of its operations is bound by Subsidiaries that, individually or subject in the aggregate, would reasonably be expected to have a Material Adverse Effect on Xxxxxxxx. (ii) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on Xxxxxxxx, (A) each of the Xxxxxxxx Benefit 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) any written or oral, express or implied, contract, commitment, or arrangement with any labor unionERISA and the Code, and (B) there are no labor union has requested orpending or threatened claims (other than claims for benefits in the ordinary course), lawsuits or arbitrations which have been asserted or instituted, and, to OTE’s knowledgethe knowledge of Xxxxxxxx, has sought no set of circumstances exists which may reasonably give rise to represent a claim or lawsuit, against the Xxxxxxxx Benefit Plans, any of OTE’s employees, representatives, fiduciaries thereof with respect to their duties to the Xxxxxxxx Benefit Plans or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment assets of any of the foregoing. The employment trusts under any of each officer and employee the Xxxxxxxx Benefit Plans which could reasonably be expected to result in any material liability of OTE, Xxxxxxxx or any of its Subsidiaries to the best of OTE’s knowledgePension Benefit Guaranty Corporation, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(b) the U.S. Department of the OTE SchedulesTreasury, OTE does not maintain, and has not contributed during the past five years toU.S. Department of Labor, any employee benefit plan (as such term is defined Xxxxxxxx Benefit Plan, any participant in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE a Xxxxxxxx Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the CodePlan, or any other applicable Law that would have an OTE Material Adverse Effectparty. (ciii) Except as otherwise set forth would not reasonably be expected to have a Material Adverse Effect on Schedule 3.15(cXxxxxxxx, (x) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There there is no pending or threatened labor dispute, strike, slowdown or work stoppage against OTE Xxxxxxxx or any Subsidiary of its subsidiaries that may interfere with OTE’s business activities. None Xxxxxxxx pending or, to the knowledge of OTE Xxxxxxxx, threatened against Xxxxxxxx or any Subsidiary of its representatives or employees has committed any Xxxxxxxx and (y) no unfair labor practices in connection with the operation of OTE’s business, and there is no pending practice or threatened labor charge or complaint against OTE by the National Labor Relations Board has occurred with respect to Xxxxxxxx or any comparable state agencySubsidiary of Xxxxxxxx. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is Section 5.11(a) of the Company Disclosure Schedule sets forth a list of (i) each employee welfare benefit plan (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), employee pension benefit plan (as defined in Section 3(2) of ERISA) and all other bonus, stock option, restricted stock grant, stock purchase, phantom stock, other equity compensation, benefit, profit sharing, savings, retirement, disability, insurance, incentive, severance, deferred compensation and other similar fringe or employee benefit plan, program, policy, understanding or arrangement sponsored, maintained, contributed to or required to be contributed to by the Company or any other entity, whether or not bound by incorporated, that together with the Company would be deemed a “single employer” for purposes of Section 414 of the Code or subject to Section 4001 of ERISA (and none of an “ERISA Affiliate”), including its operations is bound by or subject to) any written or oralsubsidiary, express or implied, contract, commitmentfor the benefit of, or arrangement with relating to, any labor unioncurrent or former employee, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representativesdirector or other independent contractor of, or agents. There is no strike consultant to, the Company or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of its subsidiary or any labor organization activity involving its employees. OTE is not aware that any officer or key employeeERISA Affiliate, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any beneficiary or dependent of the foregoing. The employment of , or under which the Company, its subsidiary or any ERISA Affiliate or may be liable, whether written or not (each officer a “Company Plan” and employee of OTEtogether, to the best of OTE’s knowledge“Company Plans”) and (ii) each employment, is terminable at OTE’s willseverance, or retention agreement (other than a Company Plan), whether written or not (each an “Employment Agreement” and together the “Employment Agreements”). (b) Except as set forth in Schedule 3.15(bon Section 5.11(b) of the OTE SchedulesCompany Disclosure Schedule, OTE does not maintainneither the Company nor its subsidiary nor, and has not contributed during to the past five years toknowledge of the Company, any employee benefit plan of their respective directors, officers, employees or agents has, with respect to any Company Plan, engaged in or been a party to any “prohibited transaction” (as such term is defined in The Employee Retirement Income Security Act Section 4975 of 1974 (“the Code or Section 406 of ERISA”), which could result in the imposition of either a penalty assessed pursuant to Section 3(s), 502(i) of ERISA or for which OTE or any member a tax imposed by Section 4975 of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, in each case applicable to the Company, its subsidiary, any ERISA Affiliate, or any other applicable Law that would have an OTE Material Adverse EffectCompany Plan. (c) Except as otherwise set forth in Schedule 5.11(c), (i) each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the “IRS”) that it is so qualified and to the effect that each trust is exempt from taxation under Section 501(a) of the Code, in each case on which the Company can rely on as to each provision of such Company Plan or related trust (except for any such provision (or absence of provision) for which the period for amending the Company Plan or related trust and seeking a determination letter with respect thereto has not expired) and, to the knowledge of the Company, nothing has occurred since the date of such letter that is reasonably likely to affect the qualified status of such Company Plan; (ii) each Company Plan has been operated in accordance with its terms and the requirements of applicable law except for instances of noncompliance that, individually or in the aggregate, are not material, and there are no pending or, to the knowledge of the Company, threatened claims, lawsuits or arbitrations (other than continue claims for benefits), relating to any of the Company Plans, or the assets of any trust for any Company Plan; (iii) neither the Company nor its subsidiary has incurred any direct or indirect liability under, arising out of or by operation of Title IV of ERISA, in connection with the termination of, or withdrawal from, any Company Plan, and, to the knowledge of the Company, no fact or event exists that is reasonably likely to give rise to any such liability; and (iv) neither the Company nor its subsidiary is in breach of any Employment Agreement. (d) Except as set forth on Schedule 3.15(cSection 5.11(d) of the OTE SchedulesCompany Disclosure Schedule, neither OTE all contributions or payments required to be made or accrued before the Effective Time under the terms of any Company Plan will have been made by the Effective Time or properly reflected on the Company’s books. (e) Neither the Company nor any member of its ERISA group contributes or has an obligation to contribute toAffiliates contributes, has not nor within five years prior to the six-year period ending on the date hereof has any of this Agreement them contributed or had an obligation been obligated to contribute tocontribute, to any plan, program or has any secondary liability under ERISA Section 4204 to, agreement which is a “multiemployer plan within the meaning of plan” (as defined in Section 3(37) of ERISA) or which is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (df) Neither OTE Except as set forth in Section 5.11(f) of the Company Disclosure Schedule, no amounts payable (or deemed paid, such as amounts the vesting of the right to which is accelerated) under any Company Plan or otherwise will fail to be deductible to the Company, the Surviving Corporation or its subsidiary for federal income tax purposes by virtue of Section 162(m) or 280G of the Code. (g) Except as set forth in Schedule 5.11(g), neither the Company nor any member of its ERISA group subsidiary is or has ever been a party to any collective bargaining agreement or other labor union contracts. No collective bargaining agreement is being negotiated by OTEagreement. There is no pending or or, to the knowledge of the Company, threatened labor dispute, strike, lockout or work stoppage against OTE or affecting the Company or any of its subsidiaries that may which would interfere with OTE’s the respective business activitiesactivities of the Company or its subsidiaries, except where such strike, lockout or work stoppage would not have a Material Adverse Effect. None The Company and each subsidiary is in compliance with all applicable labor laws, except for instances of OTE noncompliance that, individually or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessaggregate, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agencyare not material. (eh) With respect to each OTE Benefit Company Plan that is a “group health plan” within and Employment Agreement, the meaning of Section 5000(b) Company has made available to Parent true and complete copies of the Codefollowing documents to the extent applicable: (i) the most recent Company Plan document and Employment Agreement and all amendments thereto; (ii) the most recent trust instrument, each such OTE Benefit insurance contracts, administrative services agreements and investment management agreements; (iii) the most recent Form 5500 filed with the IRS; (iv) the most recent summary plan description; and (v) the most recent determination letter issued by the IRS. (i) No Company Plan compliesor Employment Agreement provides health or life insurance benefits, and neither the Company nor any subsidiary has compliedany obligation to provide any such benefits, with except for benefit continuation coverage to the requirements of extent required under Part 6 of Subtitle B of Title I of ERISA and Sections 4980B and 5000 ERISA, following retirement or other termination of employment. (j) Each Company Plan or Company Employment Agreement that is or that forms a part of a non-qualified deferred compensation plan described in Section 409A of the CodeCode (“Section 409A”) to the extent subject to Section 409A, except when have been operated in good faith compliance with Section 409A from the failure to so comply would not have an OTE Material Adverse Effectperiod beginning January 1, 2005 through the date hereof.

Employee Benefit Plans; Labor Matters. (ai) OTE is not bound by or subject With respect to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except benefit plan as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s)and with respect to each other material employee benefit plan, or for which OTE or program, arrangement and contract (including any member of its ERISA group would incur liability under Sections 4065bonus, 4069deferred compensation, 4212(c)stock bonus, or 4204 of ERISAstock purchase, and any other retirement, pensionrestricted stock, stock option, stock application rightsemployment, profit sharingtermination, incentive compensationchange in control and severance plan, deferred compensationprogram, savingsarrangement and contract), thriftto which the Company or any Material Subsidiary is a party, vacation pay, severance paywhich is maintained or contributed to by the Company or any Material Subsidiary, or other employee compensation with respect to which the Company or benefit planany Material Subsidiary could incur material liability under Section 4069, agreement, practice, 4201 or arrangement, whether written or unwritten, whether or not legally binding 4212(c) of ERISA (collectivelythe "COMPANY BENEFIT PLANS"), the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE Company has or may have made available to Parent a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies copy of which such Company Benefit Plans. (ii) Each of the Company Benefit Plans that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the United States Internal Revenue Service, and the Company is not aware of any circumstances likely to result in the revocation of any such favorable determination letter that would reasonably be expected to have been furnished to TetriDyn. a Material Adverse Effect on the Company. (iii) With respect to the OTE Company Benefit Plans, no event has occurredoccurred and, and to OTE’s knowledgethe knowledge of the Company, there exists no condition or set of circumstances, in connection with which OTE the Company or any member of its ERISA group Material Subsidiary could be subject to any liability under the terms of the OTE such Company Benefit Plans, ERISA, the Code, Code or any other applicable Law that law which would reasonably be expected to have an OTE a Material Adverse EffectEffect on the Company. (civ) Except as otherwise set forth on Schedule 3.15(c) Neither of the OTE Schedules, neither OTE Company nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group Material Subsidiary is or has ever been a party to any collective bargaining or other labor union contracts. No contracts and no collective bargaining agreement is being negotiated by OTEthe Company or any Material Subsidiary. There is no pending or threatened labor dispute, strikelock-out, strike or work stoppage against OTE the Company or any of its subsidiaries that Material Subsidiary which may interfere with OTE’s the respective business activities. None activities of OTE the Company or any of its representatives Material Subsidiary, except where such dispute, lock-out strike or employees has committed any unfair labor practices in connection with work stoppage would not reasonably be expected to have a Material Adverse Effect on the operation of OTE’s business, and there Company. There is no pending or threatened charge or complaint against OTE the Company or any Material Subsidiary by the National Labor Relations Board or any comparable state agency, except where such unfair labor practice, charge or complaint would not reasonably be expected to have a Material Adverse Effect on the Company. Except as set forth in the Company Disclosure Schedule, there are no current union organizing activities among the employees of the Company or of any Subsidiary. The execution of this Agreement and the consummation of the transaction contemplated by this Agreement will not result in a breach or other violation of any collective bargaining agreement to which the Company or any Subsidiary is a party, except for such breaches or violations which would reasonably be expected to have a Material Adverse Effect upon the Company. (ev) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Set forth in Section 5000(b3.1(m)(v) of the Code, each such OTE Benefit Plan complies, and has complied, Company Disclosure Schedule is a list of all binding employment contracts or severance agreements with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 employees of the Code, except when Company or of any Subsidiary which are not set forth in the failure to so comply would not have an OTE Material Adverse EffectCompany SEC Reports.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound Schedule 3.9 sets forth a true and complete list of all collective bargaining agreements, employment, consulting, severance, deferred compensation and non-competition agreements, executive compensation plans, stock purchase, stock award and stock option plans and agreements, restricted stock awards, bonus and incentive plans, directors fee arrangements, both tax qualified and non-qualified and statutory and non-statutory employee pension plans, employee profit sharing plans, 401(k) savings plans, multiemployer plans, employee welfare plans, group life insurance, hospitalization insurance and other similar plans or arrangements (either written or oral but only to the extent an oral plan provides material benefits) providing for benefits to any employees, consultants or directors of the Company or any Subsidiaries or affiliates of the Company. With respect to the employee benefit plans, stock option plans, restricted stock award programs and other programs and arrangements maintained or contributed to by the Company or subject to (and none any of its operations is bound by or subject to) any written or oralSubsidiaries (the "Company Plans"), express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except except as specifically set forth in on Schedule 3.15(b3.9: (i) each Company Plan intended to be qualified under Section 401(a) of the OTE SchedulesInternal Revenue Code of 1986, OTE does not maintainas amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has not contributed during occurred since the past five years todate of such letter that could reasonably be expected to affect the qualified status of such Company Plan, (ii) each Company Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (iii) neither the Company nor any employee benefit plan (as such term is defined in The of its Subsidiaries has incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s)in connection with the termination of, or for which OTE or withdrawal from, any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, Company Plan or other employee compensation or benefit plan, agreement, practice, retirement plan or arrangement, whether written and no fact or unwritten, whether event exists that could reasonably be expected to give rise to any liability. No benefit plan that is a group health plan provides or is required to provide post employment or post retirement medical or health benefits to any current or former employee of the Company or any of its Subsidiaries other than medical continuation requirements mandated by the Code. (b) The Company is not legally binding (collectively, subject to any collective bargaining or other labor union contracts applicable to persons employed by the “OTE Benefit Plans”)Company or its Subsidiaries as of the date of this Agreement. As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge in writing labor dispute, strike or complaint work stoppage against OTE the Company or any of its Subsidiaries which may interfere with the respective business activities of the Company or its Subsidiaries (c) As of the date of this Agreement, there are no more than 1,904,779 Options issued and outstanding under the Company's stock option plans. No Options have been issued to employees or directors of the Company or its Subsidiaries since the date of the Board of Directors meeting on July 28, 1998. There are no restricted stock awards which have been issued by the National Labor Relations Board Company that are currently outstanding. (d) Except as disclosed on Schedules 3.6 and 3.9, the consummation of the transactions contemplated by this Agreement will not give rise to an obligation on behalf of the Company to make severance or change of control payments to any comparable state agencyindividuals, except such as may arise from actions of the Company taken at the direction of Parent following the Effective Time. (e) With respect Except as described on Schedule 3.9(e), no payments made to each OTE Benefit Plan that is any individual by the Company or any Subsidiary as a “group health plan” within result of the meaning consummation of the transactions contemplated by this Agreement would be non-deductible under either Section 5000(b162(m) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 Code or Section 280G of the Code. (f) Neither the Company nor any Subsidiary has taken any action or failed to take any action which would result in the imposition of a material excise tax on the Company pursuant to Sections 4975, except when 4980B and 4999 of the failure to so comply would not have an OTE Material Adverse EffectCode.

Employee Benefit Plans; Labor Matters. (a) OTE Section 3.12(a) of the Company Disclosure Schedule contains a true and complete list of each material deferred compensation and each incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other “welfare” plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); each profit-sharing, stock bonus or other “pension” plan, fund or program (within the meaning of section 3(2) of ERISA); each material employment, termination or severance agreement; and each other material employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by Company or by any trade or business, whether or not bound by incorporated (an “ERISA Affiliate”), that together with Company would be deemed a “single employer” within the meaning of section 4001(b) of ERISA, or subject to (and none of its operations which Company or an ERISA Affiliate is bound by or subject to) any party, whether written or oral, express for the benefit of any employee or impliedformer employee of Company or any subsidiary (the “Employee Plans”). Neither Company, contractany subsidiary nor any ERISA Affiliate has any binding commitment to create any additional employee benefit plan which, commitmentif created, would constitute an Employee Plan, or arrangement with modify or change any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent existing Employee Plan that would affect any of OTE’s employees, representatives, employee or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and former employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s willCompany or any subsidiary. (b) With respect to each Employee Plan, Company has heretofore made available to Parent true and complete copies of the Employee Plan and any amendments thereto (or if the Employee Plan is not a written Employee Plan, a description of the material terms thereof), any related trust or other funding vehicle, any summaries required under ERISA or the Code, the most recent determination or opinion letter received from the Internal Revenue Service with respect to each Employee Plan intended to qualify under section 401 of the Code and the three most recent Form 5500 filed with respect to any such plan. (c) None of the Employee Plans is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and no Employee Plan is subject to 302 or Title IV of ERISA or Section 412 of the Code. No liability under Title IV or section 302 of ERISA has been incurred by Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (“PBGC”) (which premiums have been paid when due). No Employee Plan is a defined benefit plan covering employees in the United Kingdom. (d) Neither Company nor any subsidiary, any Employee Plan, any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which Company or any subsidiary, any Employee Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Employee Plan or any such trust could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a tax imposed pursuant to section 4975 or 4976 of the Code. (e) Except as set forth in Schedule 3.15(b) of the OTE SchedulesCompany Disclosure Schedule, OTE does not maintain, each Employee Plan has been operated and has not contributed during the past five years to, any employee benefit plan (as such term is defined administered in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of all material respects in accordance with its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, terms and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Lawslaw, including but not limited to ERISA and the Code. Schedule 3.15(b) sets forth a list Each Employee Plan has been operated in good faith compliance with the requirements of all OTE Benefit Plans, true and complete copies Section 409A of which have been furnished to TetriDyn. With respect the Code to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effectextent applicable. (cf) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation Each Employee Plan intended to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan be “qualified” within the meaning of Section 3(37section 401(a) of ERISAthe Code has received a determination that it is so qualified as to form, and no event has occurred which could reasonably be expected to result in the loss of such qualifications. (dg) Neither OTE No Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Company or any subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits under any “pension plan,” or (iii) benefits described in Part b of Subtitle B of Title I of ERISA or the full cost of which is borne by the current or former employee (or his beneficiary). (h) Except as set forth in the Company Disclosure Schedule, no amounts payable under the Employee Plans will fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. (i) Except as set forth in the Company Disclosure Schedule, neither the negotiation and execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will, either alone or in combination with another event in any member material respect (measured individually or in the aggregate), (i) entitle any current or former employee or officer of Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer, except as otherwise provided in this Agreement. (j) There are no pending, or to the Knowledge of Company or any of its ERISA group is subsidiaries, threatened or has ever been a party to anticipated claims by or on behalf of any collective bargaining Employee Plan, by any employee or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strikebeneficiary covered under any such Employee Plan, or work stoppage against OTE otherwise involving any such Employee Plan (other than routine claims for benefits). (k) There are no material controversies pending or, to the Knowledge of Company or any of its subsidiaries, threatened between Company or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or and any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agencytheir respective employees. (el) With respect to each OTE Benefit Employee Plan that is subject to the law of any jurisdiction outside the United States (each, a “group health plan” within Foreign Benefit Plan”) in all material respects: (1) all employer and employee contributions to each Foreign Benefit Plan required by law or by the meaning terms of Section 5000(bsuch Foreign Benefit Plan have been timely made, or, if applicable, accrued, in accordance with applicable accounting practices; (2) the fair market value of the Codeassets of each funded Foreign Benefit Plan, the liability of each such OTE insurer for any Foreign Benefit Plan compliesfunded 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, as of the Effective Time, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (3) each Foreign Benefit Plan required to be registered has been registered and has complied, been maintained in good standing with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effectapplicable governmental authorities.

Employee Benefit Plans; Labor Matters. (a) OTE Entity is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledgethe knowledge of Entity, has sought to represent any of OTE’s the employees, representatives, or agentsagents of Entity. There is no strike or other labor dispute involving OTE Entity pending or, to OTE’s knowledgethe knowledge of Entity, threatened that could have an OTE Entity Material Adverse Effect, nor Effect and Entity is OTE not aware of any labor organization activity involving its employees. OTE Entity is not aware that any officer or key employeeKey Employee, or that any group of key employeesKey Employees, intends to terminate employment with OTEEntity, nor does OTE Entity have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, Entity is terminable at OTE’s willthe will of Entity. (b) Except as set forth in Disclosure Schedule 3.15(b) of the OTE Schedules3.16(b), OTE Entity does not maintain, and maintain nor has not it contributed during the past five years to, or such shorter period as it has been in existence to any employee benefit plan (as such term is defined in The the Employee Retirement Income Security Act of 1974 (“"ERISA”), ") Section 3(s), ) or for respecting which OTE Entity or any member of its ERISA group Group would incur liability under in accordance with Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE "Entity Benefit Plans”"). As of the date of this Agreement, except as would not have an OTE Entity Material Adverse Effect, the material OTE Entity Benefit Plans maintained by OTE Entity, or any member of its ERISA Group, or respecting which OTE Entity has or may have a liability, liability are in substantial compliance with applicable Laws, including ERISA and the Code. Disclosure Schedule 3.15(b3.16(b) sets forth a list of all OTE Entity Benefit Plans, true and complete copies of which have been furnished to TetriDynXXX. With respect to Respecting the OTE Entity Benefit Plans, no event has occurredoccurred and, and to OTE’s knowledgethe knowledge of Entity, there exists no condition or set of circumstances, in connection with which OTE Entity or any member of its ERISA group Group could be subject to any liability under the terms of the OTE such Entity Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Entity Material Adverse Effect. (c) Except as otherwise set forth on Disclosure Schedule 3.15(c) of the OTE Schedules3.16(c), neither OTE Entity nor any member of its ERISA group Group contributes to or has an obligation to contribute to, and has not within five years prior to the date of this Agreement contributed to or had an obligation to contribute to, to or has any secondary liability under in accordance with ERISA Section 4204 to, a multiemployer plan within the meaning of in accordance with Section 3(37) of ERISA. (d) Neither OTE Entity nor any member of its ERISA group Group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTEEntity. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries Entity that may interfere with OTE’s the business activitiesactivities of Entity. None of OTE Entity or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessthe business of Entity, and there is no pending or threatened charge or complaint against OTE Entity by the National Labor Relations Board or any comparable state agency. (e) With respect to Respecting each OTE Entity Benefit Plan that is a “"group health plan” " within the meaning of in accordance with Section 5000(b) of the Code, each such OTE Entity Benefit Plan complies, complies and has complied, complied with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Entity Material Adverse Effect. (f) Except as otherwise set forth on Disclosure Schedule 3.16(f), Entity is not a party or subject to any agreement or arrangement, and has not established any plan, policy, practice, or program, requiring it to pay or provide any other form of compensation or benefit or vesting rights to any Person performing services for Entity that would not be payable or provided in the absence of this Agreement or the consummation of the transactions contemplated hereby, including any parachute payment in accordance with Section 280G of the Code.

Employee Benefit Plans; Labor Matters. (a) OTE Schedule 6.18(a) sets forth a true and complete list of any and all pension, retirement, savings, disability, medical, dental, health, life (including any individual life insurance policy as to which each SELLER is not bound by the owner, beneficiary or subject to (and none both), death benefit, group insurance, profit sharing, deferred compensation, stock options or other stock incentive, bonus incentive, vacation pay, severance or termination pay, employment agreement, "cafeteria" or "flexible benefit" plan under Section 125 of its operations is bound by the Code, or subject to) any other employee or director benefit plan, trust, arrangement, contract, agreement, policy or commitment, whether formal or informal, written or oral, express under which employees, former employees, directors or implied, contract, commitmentformer directors of such SELLER are entitled to participate by reason of their current or prior employment, or arrangement current or former directorship, with such SELLER, including, without limitation, any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and "employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except benefit plan" as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s)(i) to which such SELLER is a party or a sponsor or a fiduciary thereof, or for (ii) with respect to which OTE such SELLER has made payments, contributions or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c)commitments, or 4204 of ERISA, and may otherwise have any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding liability (collectively, the “OTE "Benefit Plans”"). As With respect to the Benefit Plans, individually and in the aggregate, each SELLER has made available to BUYER, a true and correct copy of (a) the date of this Agreementmost recent annual report (Form 5500) filed with the IRS, except as would not have an OTE Material Adverse Effectif any, the material OTE (b) such Benefit Plan, (c) any summary plan description relating to such Benefit Plan, and (d) each trust agreement and group annuity contract, if any, relating to such Benefit Plan. (b) The Benefit Plans maintained have been operated and administered by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are each SELLER in substantial compliance with all applicable Laws, laws relating to employment or labor matters including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurredoccurred that would subject any SELLER to liability (except liability for benefits, claims and to OTE’s knowledge, there exists no condition or set of circumstances, funding obligations payable in connection with which OTE or any member of its ERISA group could be subject to any liability the ordinary course) under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law statute, order or governmental rule or regulation. With respect to the Benefit Plans, individually and in the aggregate, there has been no prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code that would have an OTE Material Adverse Effectresult in liability to any 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 any SELLER, threatened. (c) Except as otherwise set forth All contributions to and payments under any Benefit Plan required in respect of periods ending on Schedule 3.15(cor before the Closing Date shall be made by each SELLER on or within thirty (30) days after the Closing Date. There is no agreement, contract or understanding between any SELLER, on the one hand, and any employee, participant, labor union, collective bargaining unit or other Person, on the other hand, that requires or may require any amendment to any of the Benefit Plans. (d) Each Benefit Plan that is intended to be tax qualified under Section 401(a) of the OTE SchedulesCode is tax qualified and each such Benefit Plan has received, neither OTE nor or application has been made for, a favorable determination letter from the IRS stating that the Plan meets the requirements of the Code and that any member trust or trusts associated with the Plan are tax exempt under Section 501(a) of its ERISA group the Code. Each Benefit Plan that is funded with a trust that is intended to be tax-exempt under Section 501(c)(9) of the Code is exempt from taxation and each such trust has received a letter from the IRS stating that the trust meets the requirements of the Code for tax-exempt status, within the immediately preceding three (3)-year period. (e) No SELLER and no entity that together with any SELLER would be deemed to be a "single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code now maintains or contributes or has an obligation to contribute toor, within the immediately preceding three (3)-year period, has not within five years prior maintained or contributed to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, defined plan that is (i) a multiemployer benefit plan within the meaning of Section 3(373(35) of ERISA, or (ii) subject to the requirements of Title IV of ERISA. (df) Neither OTE nor any member of its ERISA group No SELLER is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTEcontract. There is no pending or threatened union organizational effort, labor dispute, strike, strike or work stoppage against OTE relating to employees of any SELLER and none has occurred within the immediately preceding five (5)-year period. No SELLER and no representative or employee of any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees SELLER has committed any unfair labor practices practice in connection with the operation of OTE’s businessthe Business of any SELLER, and there is no pending or threatened charge or complaint against OTE any SELLER by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that . Each SELLER is in compliance with all applicable laws respecting employment, wages, hours, safety and health and other terms and conditions of employment. No SELLER has experienced a “group health plan” "plant closing" or "mass layoff" within the meaning of the Worker Adjustment and Retraining Notification Act, 29 U.S.C. (S)(S) 2101 et seq. ("WARN") within the immediately preceding three (3)-year period. (g) 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 any SELLER is a party (excluding any such agreements, contracts or understandings listed in Schedule 6.18(a)). (h) 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 any payment (whether of severance pay or increase in compensation, benefits or rights or otherwise) becoming due from any 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 person. As a direct or indirect result of the consummation of the transactions contemplated hereby, no SELLER will be obligated to make a payment to any person that would not be deductible as a result of the application of Section 5000(b) 280G of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE Aradyme is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledgethe knowledge of Aradyme, has sought to represent any of OTE’s the employees, representatives, or agentsagents of Aradyme. There is no strike or other labor dispute involving OTE Aradyme pending or, to OTE’s knowledgethe knowledge of Aradyme, threatened that could have an OTE Material Adverse Effecta material adverse effect on the assets, properties, financial condition, operating results, or business of Aradyme (as such business is presently conducted and as it is proposed to be conducted), nor is OTE Aradyme aware of any labor organization activity involving its employees. OTE Aradyme is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with OTEAradyme, nor does OTE Aradyme have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTEAradyme, to the best of OTE’s Aradyme's knowledge, is terminable at OTE’s willthe will of Aradyme. (b) Except as set forth in Schedule 3.15(b) of the OTE Aradyme Schedules, OTE Aradyme does not maintain, and maintain nor has not it contributed during the past five years to, since inception to any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), ERISA Section 3(s), ) or for with respect to which OTE Aradyme or any member of its ERISA group Group would incur liability under Sections 4065, 4069, 4212(c), ) or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE "Aradyme Benefit Plans”"). As of the date of this Agreement, except as would not have an OTE Aradyme Material Adverse Effect, the material OTE Aradyme Benefit Plans maintained by OTE Aradyme, or any member of its ERISA Group, or respecting with respect to which OTE Aradyme has or may have a liability, liability are in substantial compliance with applicable Lawslaws, including ERISA and the Code. Schedule 3.15(b) of the Aradyme Schedules sets forth a list of all OTE Aradyme Benefit Plans, true and complete copies of which have been furnished to TetriDynAlbion. With respect to the OTE Aradyme Benefit Plans, no event has occurredoccurred and, and to OTE’s knowledgethe knowledge of Aradyme, there exists no condition or set of circumstances, circumstances in connection with which OTE Aradyme or any member of its ERISA group Group could be subject to any liability under the terms of the OTE such Aradyme Benefit Plans, ERISA, the Code, or any other applicable Law law that would have an OTE Aradyme Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Aradyme Schedules, neither OTE Aradyme nor any member of its ERISA group Group (i) contributes to or has an obligation to contribute to, (ii) has not within five years prior since inception contributed to the date of this Agreement contributed or had an obligation to contribute to, or (iii) has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE Aradyme nor any member of its ERISA group Group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTEAradyme. There is no pending or threatened labor dispute, strike, or work stoppage against OTE Aradyme or any of its subsidiaries that may interfere with OTE’s the business activitiesactivities of Aradyme. None of OTE Aradyme or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessthe business of Aradyme, and there is no pending or threatened charge or complaint against OTE Aradyme by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Aradyme Benefit Plan that is a “"group health plan” " within the meaning of Section 5000(b) of the Code, each such OTE Aradyme Benefit Plan complies, complies and has complied, complied with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Aradyme Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound Schedule 3.9 sets forth a true and complete list of all collective bargaining agreements, employment, consulting, severance, deferred compensation and non-competition agreements, executive compensation plans, stock purchase, stock award and stock option plans and agreements, restricted stock awards, bonus and incentive plans, directors fee arrangements, both tax qualified and non-qualified and statutory and non-statutory employee pension plans, employee profit sharing plans, 401(k) savings plans, multiemployer plans, employee welfare plans, group life insurance, hospitalization insurance and other similar plans or arrangements (either written or oral but only to the extent an oral plan provides material benefits) providing for benefits to any employees, consultants or directors of the Company or any Subsidiaries or affiliates of the Company. With respect to the employee benefit plans, stock option plans, restricted stock award programs and other programs and arrangements maintained or contributed to by the Company or subject to (and none any of its operations is bound by or subject to) any written or oralSubsidiaries (the "Company Plans"), express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except except as specifically set forth in on Schedule 3.15(b3.9: (i) each Company Plan intended to be qualified under Section 401(a) of the OTE SchedulesInternal Revenue Code of 1986, OTE does not maintainas amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has not contributed during occurred since the past five years todate of such letter that could reasonably be expected to affect the qualified status of such Company Plan, (ii) each Company Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (iii) neither the Company nor any employee benefit plan (as such term is defined in The of its Subsidiaries has incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s)in connection with the termination of, or for which OTE or withdrawal from, any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, Company Plan or other employee compensation or benefit plan, agreement, practice, retirement plan or arrangement, whether written and no fact or unwritten, whether event exists that could reasonably be expected to give rise to any liability. No benefit plan that is a group health plan provides or is required to provide post employment or post retirement medical or health benefits to any current or former employee of the Company or any of its Subsidiaries other than medical continuation requirements mandated by the Code. (b) The Company is not legally binding (collectively, subject to any collective bargaining or other labor union contracts applicable to persons employed by the “OTE Benefit Plans”)Company or its Subsidiaries as of the date of this Agreement. As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge in writing labor dispute, strike or complaint work stoppage against OTE the Company or any of its Subsidiaries which may interfere with the respective business activities of the Company or its Subsidiaries (c) As of the date of this Agreement, there are no more than 1,950,779 Options issued and outstanding under the Company's stock option plans. No Options have been issued to employees or directors of the Company or its Subsidiaries since the date of the Board of Directors meeting on July 28, 1998. There are no restricted stock awards which have been issued by the National Labor Relations Board Company that are currently outstanding. (d) Except as disclosed on Schedules 3.6 and 3.9, the consummation of the transactions contemplated by this Agreement will not give rise to an obligation on behalf of the Company to make severance or change of control payments to any comparable state agencyindividuals, except such as may arise from actions of the Company taken at the direction of Parent following the Effective Time. (e) With respect Except as described on Schedule 3.9(e), no payments made to each OTE Benefit Plan that is any individual by the Company or any Subsidiary as a “group health plan” within result of the meaning consummation of the transactions contemplated by this Agreement would be non-deductible under either Section 5000(b162(m) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 Code or Section 280G of the Code. (f) Neither the Company nor any Subsidiary has taken any action or failed to take any action which would result in the imposition of a material excise tax on the Company pursuant to Sections 4975, except when 4980B and 4999 of the failure to so comply would not have an OTE Material Adverse EffectCode.

Employee Benefit Plans; Labor Matters. (a) OTE Section 3.11(a) contains a true and complete list of each deferred compensation and each incentive compensation, stock purchase, stock option and other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance and other "welfare" plan, fund or program (within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); each profit-sharing, stock bonus or other "pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each employment, termination or severance agreement; and each other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by the Company or by any trade or business, whether or not bound by incorporated (an "ERISA AFFILIATE"), that together with the Company would be deemed a "single employer" within the meaning of section 4001(b) of ERISA, or subject to (and none of its operations which the Company or an ERISA Affiliate is bound by or subject to) any party, whether written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware for the benefit of any labor organization activity involving its employees. OTE is not aware that any officer employee or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any former employee of the foregoingCompany or any subsidiary (the "EMPLOYEE Plans"). The employment of each officer and Neither the Company nor any ERISA Affiliate has any legally binding commitment to create any additional employee benefit plan or modify or change any existing Employee Plan that would affect any employee or former employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s willCompany or any subsidiary. (b) Except as set forth in Schedule 3.15(b) With respect to each Employee Plan, the Company has heretofore delivered to Parent true and complete copies of the OTE SchedulesEmployee Plan and any amendments thereto (or if the Employee Plan is not a written Employee Plan, OTE does not maintain, and has not contributed during the past five years toa description thereof), any employee benefit plan related trust or other funding vehicle, any reports or summaries required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Employee Plan intended to qualify under section 401 of the Internal Revenue Code of 1986, as amended (the "CODE"). (c) None of the Employee Plans is a "multiemployer plan," as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA, nor is any Employee Plan subject to 302 or Title IV of ERISA or Section 412 of the Code. No liability under Title IV or section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). (d) Neither OTE the Company or any subsidiary, any Employee Plan, any trust created thereunder, nor any member trustee or administrator thereof has engaged in a transaction in connection with which the Company or any subsidiary, any Employee Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Employee Plan or any such trust could be subject to either a material civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a material tax imposed pursuant to section 4975 or 4976 of the Code. (e) Each Employee Plan has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA group and the Code. (f) Each Employee Plan intended to be "qualified" within the meaning of section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code. Each Employee Plan intended to satisfy the requirements of Section 501(c)(9) has satisfied such requirements. (g) No Employee Plan provides medical, surgical, hospitalization, death or has ever been a party to similar benefits (whether or not insured) for employees or former employees of the Company or any collective bargaining subsidiary for periods extending beyond their retirement or other labor union contracts. No collective bargaining agreement termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which is being negotiated borne by OTE. There is no pending the current or threatened labor disputeformer employee (or his beneficiary). (h) Except as disclosed in Section 3.11(h) of the Company Disclosure Schedule, strikethe consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (i) entitle any current or former employee or officer of the Company or any ERISA Affiliate to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or work stoppage against OTE (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such employee or officer. (i) There are no pending, threatened or anticipated claims of a material nature by or on behalf of any Employee Plan, by any employee or beneficiary covered under any such Employee Plan, or otherwise involving any such Employee Plan (other than routine claims for benefits). (j) There are no material controversies pending or, to the knowledge of the Company, threatened between the Company or any of its subsidiaries that may interfere and any of their respective employees. Section 3.11(j) of the Company Disclosure Schedule lists each collective bargaining agreement or other labor union contract applicable to persons employed by the Company or its subsidiaries in the United States. The Company has no knowledge of any material activities or proceedings of any labor union to organize any employees of the Company or its subsidiaries. The Company has no knowledge of any material strikes, slowdowns, work stoppages, lockouts or threats thereof by or with OTE’s business activities. None respect to any employees of OTE the Company or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agencysubsidiaries. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(b) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither Neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (ai) OTE is not bound by or subject to (and none of its operations is bound by or subject toSCHEDULE 3(O) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and lists all "employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except benefit plans," as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pensionall material bonus, stock option, stock application rightspurchase, profit sharingstock appreciation right, incentive compensationincentive, deferred compensation, savings, thrift, vacation paysupplemental retirement, severance payand other similar material fringe or employee benefit plans, programs, policies or arrangements, any material employment, consulting or executive compensation agreements that are currently maintained or have been maintained within the last six years by the Company or any trade or business under common control with the Company (an "ERISA AFFILIATE"), within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the "CODE"), or other employee compensation under which the Company or benefit plan, agreement, practiceany ERISA Affiliate has, or arrangementwithin the last six years had, whether written any liability or unwrittenobligation to contribute, whether for the benefit of or not legally binding relating to any employee, former employee or retiree of the Company or any ERISA Affiliate (collectively, the “OTE Benefit Plans”). As of the date for purposes of this AgreementSection 3(o), except referred to as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b"EMPLOYEE Plans"). (ii) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plansany Employee Plan, no event where applicable, (A) such Employee Plan has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, been maintained in connection accordance with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any the terms of such Employee Plan and other applicable Law Legal Requirements; (B) a favorable determination letter has been obtained from the IRS, and a copy thereof delivered to each Buyer, for any such Employee Plan that would have is an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan "employee pension benefit plan" within the meaning of Section 3(373(2) of ERISA and which is intended to be qualified within the meaning of Section 401(a) of the Code, and since such determination letter, no event has occurred that would disqualify such Plan; (C) there has been no non-exempt "prohibited transaction" (including without limitation as a result of any of the transactions contemplated hereby) within the meaning of Section 4975(c) of the Code or Section 406 of ERISA involving the assets of any Employee Plan; and (iv) neither the Company nor any ERISA Affiliate is or was during the preceding six years obligated to contribute to any multiemployer plan and neither the Company nor any ERISA Affiliate has assumed any obligation of any predecessor of the Company with respect to any multiemployer plan. (iii) There are no pending actions which have been asserted in writing or instituted (other than in respect of benefits due in the ordinary course which, in the aggregate are not material) against the assets of any of the Employee Plans or against the Company or any ERISA Affiliate or any fiduciary of the Employee Plans with respect to the Employee Plans. (iv) Except as required by Section 4980B of the Code, no Employee Plan or other arrangement provides medical or death benefits with respect to current or former employees of the Company or any ERISA Affiliate beyond their retirement or other termination of employment. Any continuation coverage provided under any welfare benefits plans complies with Section 4980B of the Code and is at the expense of the participant or beneficiary. (v) No Employee Plan has incurred an "accumulated funding deficiency" and there has not been any unpaid required installments, within the meaning of Section 412 of the Code, nor has there been issued a waiver or variance of the minimum funding standards imposed by the Code with respect to any Employee Plan that is subject to Title IV of ERISA (a "TITLE IV PLAN"), nor has any Lien been created under Section 302(f) of ERISA or security been required under Section 307 of ERISA, nor are any excise taxes due or hereafter to become due under Section 4971 or 4972 of the Code with respect to the funding of any such plan for any plan year or other fiscal period ending on or before the Closing Date. With respect to each Title IV Plan, there has not occurred any reportable event within the meaning of Section 4043(b) of ERISA or the regulations thereunder. The Pension Benefit Guaranty Corporation ("PBGC") has not instituted or, to the knowledge of the Company or any ERISA Affiliate, threatened a proceeding to terminate any Title IV Plan. All PBGC premiums due on or before the Closing Date with respect to any Title IV Plan have been paid in full, including late fees, interest and penalties, if and to the extent applicable. True, correct and complete copies of the most recent actuarial report which accurately reflects the funded status and contribution requirements for each Title IV Plan have been delivered to each Buyer (or its representatives). There has been no material adverse change in the assets, liabilities or financial position of each Title IV Plan since the date of the most recent actuarial report. Neither the Company nor any ERISA Affiliate has, at any time within the five year period preceding the Closing Date, entered into any transaction the principal purpose of which was to evade liability to which the Company or such ERISA Affiliate would otherwise be subject under Title IV of ERISA. The principal purpose of the Company in entering into the transactions contemplated by this Agreement is not to evade liability to which the Company would otherwise be subject under Title IV of ERISA. (dvi) Neither OTE nor any member of its ERISA group is No Employee Plan or has ever been a party to any collective bargaining agreement, program, policy or other labor union contracts. No collective bargaining agreement is being negotiated arrangement by OTE. There is no pending its terms or threatened labor disputein effect would or could possibly require any payment or transfer of money, strike, property or work stoppage against OTE other consideration on account of or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation transactions contemplated by this Agreement, including but not limited to any employee (current, former or retired) of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board Company or any comparable state agency. ERISA Affiliate (e) With respect to each OTE Benefit Plan that is whether or not any such payment would constitute a “group health plan” "parachute payment" or "excess parachute payment" within the meaning of Section 5000(b) 280G of the Code). (vii) Neither the Company nor any ERISA Affiliate has incurred any obligations in connection with the termination of or withdrawal from any Foreign Pension Plan (as defined below), each or has any unfunded liability with respect to benefits under any such OTE Benefit Plan compliesForeign Pension Plan. "FOREIGN PENSION PLAN" means any plan, fund or other similar program maintained outside the United States of America primarily for the benefit of employees residing outside of the United States of America, or that has been maintained within the last six years by the Company or any ERISA Affiliate or under which the Company or any ERISA Affiliate has had any liability or obligation to contribute within the past six years, which plan, fund or other similar program provides retirement income for such employees, results in a deferral of income for such employees in contemplation of retirement or provides payments to be made to such employees upon termination of employment, and has complied, with the requirements of Part 6 of Title I of which plan is not subject to ERISA and Sections 4980B and 5000 of or the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE Section 2.13(a) of the Company Disclosure Schedule lists all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care and other similar fringe or employee benefit plans, programs or arrangements written or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate"), as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together the "Employee PlansA"). The Company has made available to Parent, where applicable, a copy of (i) the three most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan; (ii) the plan documents and instruments governing each such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA); (iii) all governmental rulings, determinations, opinions, and correspondences (and pending request for governmental rulings, determinations and opinions); and (iv) any non- discrimination test reports for each disclosed Employee Plan. (b) Each Employee Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination letter from the IRS as to its qualification and tax-exempt status and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. Except as set forth in Section 2.13(b) of the Company Disclosure Schedule, no event has occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances in connection with which the Company could be subject to any liability relating to any Employee Plans, or under ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA . Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the Company other than that required by applicable law or for benefits accrued or incurred before such amendment or termination. (c) Section 2.13(c) of the Company Disclosure Schedule sets forth a list as of the date hereof of (i) all employment agreements with directors, officers or employees of the Company; (ii) all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding Fifty Thousand Dollars ($50,000); (iii) all severance agreements, programs and policies of the Company with or relating to its employees except such programs and policies required to be maintained by law; and (iv) all plans, programs, agreements and other arrangements of the Company with or relating to its employees that contain change in control provisions. The Company has made available to Parent copies (or descriptions in detail reasonably satisfactory to Parent) of all such agreements, plans, programs and other arrangements. (d) Except as disclosed in Section 2.13(d) of the Company Disclosure Schedule, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit under any Employee Plan or any agreement or arrangement disclosed under this Section 2.13 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (e) No Employee Plan that is a welfare benefit plan within the meaning of Section 3(1) of ERISA provides benefits to former employees of the Company or its ERISA Affiliates other than pursuant to Section 4980B of the Code or similar state laws. (f) There are no controversies relating to any Employee Plan or other labor matters pending or, to the knowledge of the Company, threatened between the Company and any of its employees. The Company is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the Company except as disclosed in Section 2.13(f) of the Company Disclosure Schedule, nor does the Company know of any activities or proceedings of any labor union to organize any such employees. There are no strikes, slowdowns, work stoppages, lockouts or, to the Company's knowledge, threats thereof by or with respect to any employees of the Company. Except as described in Section 2.13(f) of the Company Disclosure Schedule, the Company is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effectagreement, nor is OTE aware of has it taken or omitted to take any labor organization activity involving action, that restricts its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention ability to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable its employees at OTE’s will. (b) Except as set forth in Schedule 3.15(b) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, time without payment or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(bSection 2.10(a) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any Seller's Disclosure Schedule lists (i) all current employee benefit plan plans (as such term is defined in The Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension(ii) all current bonus, stock option, stock application rightspurchase, profit sharing, incentive compensationincentive, deferred compensation, savingssupplemental retirement, thrifthealth, vacation paylife, or disability insurance, dependent care, severance payand other similar fringe or employee benefit plans, programs or other employee arrangements, and (iii) all current employment or executive compensation or benefit planseverance agreements, agreement, practice, or arrangement, whether written or unwrittenotherwise, maintained or contributed to for the benefit of or relating to any employee or former employee, in each case, of, maintained by or for the benefit of, Capital or any trade or business (whether or not legally binding (collectively, incorporated) that is a member of a controlled group including Capital or that is under common control with Capital within the “OTE Benefit Plans”). As meaning of Section 414 of the date of this AgreementCode (an "ERISA Affiliate"), except as would not have an OTE Material Adverse Effect, to the material OTE Benefit Plans maintained by OTE extent that Capital or any member of its ERISA Group, or respecting which OTE Affiliate currently has or may have a liabilityincur liability for payments or benefits thereunder, are in substantial compliance as well as each plan with applicable Lawsrespect to which Capital or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, including ERISA and the Code. Schedule 3.15(b"Employee Plans"). (b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Planseach Employee Plan, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstancescircumstances as a result of which Capital or an ERISA Affiliate could, in connection with which OTE directly, or any member of its ERISA group could indirectly, be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, Code or any other applicable Law that would have an OTE Material Adverse Effectlaw, including applicable laws of foreign jurisdictions, if any, except liability for benefits claims and funding obligations payable in the ordinary course. (c) Except as otherwise set forth on Schedule 3.15(cprovided in Section 4.9, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any benefit under any Employee Plan or any other agreement or arrangement to which Capital or any ERISA Affiliate is a party, and no employee, officer or director of Capital or any ERISA Affiliate will become entitled to severance, termination allowance or similar payments, solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (d) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, No Employee Plan that is a multiemployer welfare benefit plan within the meaning of Section 3(373(1) of ERISA. (d) Neither OTE nor any member ERISA provides benefits to former employees of its ERISA group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There is no pending or threatened labor dispute, strike, or work stoppage against OTE Capital or any ERISA Affiliate other than as required by Section 4980B of its subsidiaries that may interfere with OTE’s business activitiesthe Code ("COBRA") or similar state laws. None of OTE or Capital and any of its representatives or employees has committed any unfair labor practices ERISA Affiliates have complied in connection all material respects with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements provisions of Part 6 of Title I of ERISA and Sections 4980B 4980B, 9801, 9802, 9811 and 5000 9812 of the Code. (e) With respect to each master and prototype tax-qualified retirement plan ("M&P Plan") sponsored or maintained by Capital and/or any ERISA Affiliate, except when Capital and any such ERISA Affiliate has, on or before the failure end of the 2001 plan year or such later date as permitted pursuant to so comply would not have applicable IRS pronouncements, either adopted or certified in writing its intent to adopt the required GUST amendments to each such M&P Plan, and to the knowledge of Capital, an OTE Material Adverse Effect.application for a GUST opinion letter for each such M&P Plan was filed with the IRS by the M&P Plan sponsor on or before December 31, 2000. Capital and each ERISA Affiliate has adopted or shall also adopt the GUST-approved M&P Plan by the deadline specified in IRS Announcement 2001-104 or subsequent IRS guidance. For purposes hereof, "

Employee Benefit Plans; Labor Matters. (ai) OTE is not bound by or subject to (and none of its operations is bound by or subject toSchedule 3(o) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and lists all "employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except benefit plans," as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”"), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pensionall material bonus, stock option, stock application rightspurchase, profit sharingstock appreciation right, incentive compensationincentive, deferred compensation, savings, thrift, vacation paysupplemental retirement, severance payand other similar material fringe or employee benefit plans, programs, policies or arrangements, any material employment, consulting or executive compensation agreements that are currently maintained or have been maintained within the last six years by the Company or any trade or business under common control with the Company (an "ERISA Affiliate"), within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the "Code"), or other employee compensation under which the Company or benefit plan, agreement, practiceany ERISA Affiliate has, or arrangementwithin the last six years had, whether written any liability or unwrittenobligation to contribute, whether for the benefit of or not legally binding relating to any employee, former employee or retiree of the Company or any ERISA Affiliate (collectively, the “OTE Benefit Plans”). As of the date for purposes of this AgreementSection 3(o), except referred to as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b"Employee Plans"). (ii) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plansany Employee Plan, no event where applicable, (A) such Employee Plan has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, been maintained in connection accordance with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any the terms of such Employee Plan and other applicable Law Legal Requirements; (B) a favorable determination letter has been obtained from the IRS, and a copy thereof delivered to each Buyer, for any such Employee Plan that would have is an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan "employee pension benefit plan" within the meaning of Section 3(373(2) of ERISA and which is intended to be qualified within the meaning of Section 401(a) of the Code, and since such determination letter, no event has occurred that would disqualify such Plan; (C) there has been no non-exempt "prohibited transaction" (including without limitation as a result of any of the transactions contemplated hereby) within the meaning of Section 4975(c) of the Code or Section 406 of ERISA involving the assets of any Employee Plan; and (iv) neither the Company nor any ERISA Affiliate is or was during the preceding six years obligated to contribute to any multiemployer plan and neither the Company nor any ERISA Affiliate has assumed any obligation of any predecessor of the Company with respect to any multiemployer plan. (iii) There are no pending actions which have been asserted in writing or instituted (other than in respect of benefits due in the ordinary course which, in the aggregate are not material) against the assets of any of the Employee Plans or against the Company or any ERISA Affiliate or any fiduciary of the Employee Plans with respect to the Employee Plans. (iv) Except as required by Section 4980B of the Code, no Employee Plan or other arrangement provides medical or death benefits with respect to current or former employees of the Company or any ERISA Affiliate beyond their retirement or other termination of employment. Any continuation coverage provided under any welfare benefits plans complies with Section 4980B of the Code and is at the expense of the participant or beneficiary. (v) No Employee Plan has incurred an "accumulated funding deficiency" and there has not been any unpaid required installments, within the meaning of Section 412 of the Code, nor has there been issued a waiver or variance of the minimum funding standards imposed by the Code with respect to any Employee Plan that is subject to Title IV of ERISA (a "Title IV Plan"), nor has any Lien been created under Section 302(f) of ERISA or security been required under Section 307 of ERISA, nor are any excise taxes due or hereafter to become due under Section 4971 or 4972 of the Code with respect to the funding of any such plan for any plan year or other fiscal period ending on or before the Closing Date. With respect to each Title IV Plan, there has not occurred any reportable event within the meaning of Section 4043(b) of ERISA or the regulations thereunder. The Pension Benefit Guaranty Corporation ("PBGC") has not instituted or, to the knowledge of the Company or any ERISA Affiliate, threatened a proceeding to terminate any Title IV Plan. All PBGC premiums due on or before the Closing Date with respect to any Title IV Plan have been paid in full, including late fees, interest and penalties, if and to the extent applicable. True, correct and complete copies of the most recent actuarial report which accurately reflects the funded status and contribution requirements for each Title IV Plan have been delivered to each Buyer (or its representatives). There has been no material adverse change in the assets, liabilities or financial position of each Title IV Plan since the date of the most recent actuarial report. Neither the Company nor any ERISA Affiliate has, at any time within the five year period preceding the Closing Date, entered into any transaction the principal purpose of which was to evade liability to which the Company or such ERISA Affiliate would otherwise be subject under Title IV of ERISA. The principal purpose of the Company in entering into the transactions contemplated by this Agreement is not to evade liability to which the Company would otherwise be subject under Title IV of ERISA. (dvi) Neither OTE nor any member of its ERISA group is No Employee Plan or has ever been a party to any collective bargaining agreement, program, policy or other labor union contracts. No collective bargaining agreement is being negotiated arrangement by OTE. There is no pending its terms or threatened labor disputein effect would or could possibly require any payment or transfer of money, strike, property or work stoppage against OTE other consideration on account of or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation transactions contemplated by this Agreement, including but not limited to any employee (current, former or retired) of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board Company or any comparable state agency. ERISA Affiliate (e) With respect to each OTE Benefit Plan that is whether or not any such payment would constitute a “group health plan” "parachute payment" or "excess parachute payment" within the meaning of Section 5000(b) 280G of the Code). (vii) Neither the Company nor any ERISA Affiliate has incurred any obligations in connection with the termination of or withdrawal from any Foreign Pension Plan (as defined below), each or has any unfunded liability with respect to benefits under any such OTE Benefit Plan compliesForeign Pension Plan. "Foreign Pension Plan" means any plan, fund or other similar program maintained outside the United States of America primarily for the benefit of employees residing outside of the United States of America, or that has been maintained within the last six years by the Company or any ERISA Affiliate or under which the Company or any ERISA Affiliate has had any liability or obligation to contribute within the past six years, which plan, fund or other similar program provides retirement income for such employees, results in a deferral of income for such employees in contemplation of retirement or provides payments to be made to such employees upon termination of employment, and has complied, with the requirements of Part 6 of Title I of which plan is not subject to ERISA and Sections 4980B and 5000 of or the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(bSection 2.13(a) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any Company Disclosure Letter lists all employee benefit plan plans (as such term is defined in The Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pensionall bonus, stock option, stock application rightspurchase, profit sharing, incentive compensationincentive, deferred compensation, savingssupplemental retirement, thrifthealth, vacation paylife, or disability insurance, dependent care, severance payand other similar fringe or employee benefit plans, programs or other employee arrangements and any current or former employment or executive compensation or benefit plan, agreement, practice, or arrangement, whether severance agreements written or unwrittenotherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not legally binding incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (collectivelyan "ERISA Affiliate"), as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together the "Employee Plans"). The Company has made available to Parent, where applicable, a copy of (i) the three most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan; (ii) the plan documents and instruments governing each such Employee Plan; (iii) all governmental rulings, determinations and opinions (and pending request for governmental rulings, determinations and opinions); and (iv) any non-discrimination and top heavy test reports for each disclosed Employee Plan. (b) Each Employee Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the “OTE Benefit Plans”)Code, and the Health Insurance Portability and Accountability Act of 1996. As Each Employee Plan that is intended to be qualified under Section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under Section 501(a) of the Code has received a favorable determination letter from the IRS as to its qualification and tax-exempt status and nothing has occurred since the date of this Agreementsuch determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has occurred and, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledgeknowledge of the Company, there currently exists no condition or set of circumstances, circumstances in connection with which OTE or any member of its ERISA group the Company could be subject to any liability under the terms of the OTE Benefit any Employee Plans, ERISA, the Code, Code or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except law, including any liability under Title IV of ERISA except as otherwise set forth on Schedule 3.15(cin Section 2.13(b) of the OTE SchedulesCompany Disclosure Letter. Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to the Company other than that required by applicable law or for benefits accrued or incurred before such amendment or termination. No Employee Plan is a plan subject to Title IV of ERISA. No Employee Plan is a "multiemployer plan" as defined in Section 3(37) of the ERISA and 414(f) of the Code, nor a "multiple employer plan" as described in Section 4063(a) of ERISA and 413 of the Code, and neither OTE the Company nor any member of its ERISA group contributes or Affiliate has an obligation to contribute to, has not within five years prior to the date of this Agreement ever contributed or had an obligation to contribute toto any such plans. (c) Section 2.13(c) of the Company Disclosure Letter sets forth a list as of the date hereof of (i) all employment agreements with directors, officers or employees of the Company; (ii) all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding Two Thousand Five Hundred Dollars ($2,500); (iii) all severance agreements, programs and policies of the Company with or relating to its employees except such programs and policies required to be maintained by law; and (iv) all plans, programs, agreements and other arrangements of the Company with or relating to its employees that contain change in control provisions whether or not listed in other parts of the Company Disclosure Letter. The Company has made available to Parent copies (or descriptions in detail reasonably satisfactory to Parent) of all such agreements, plans, programs and other arrangements. (d) Except as disclosed in Section 2.13(d) of the Company Disclosure Letter, there will be no payment, accrual of additional benefits, acceleration of payments or vesting of any secondary liability benefit under ERISA any Employee Plan or any agreement or arrangement disclosed under this Section 4204 to, 2.13 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (e) No Employee Plan that is a multiemployer welfare benefit plan within the meaning of Section 3(373(1) of ERISAERISA provides benefits to former employees of the Company or its ERISA Affiliates other than pursuant to Section 4980B of the Code or similar state laws. (df) Neither OTE nor There are no controversies (or claims) relating to any member Employee Plan (other than routine claims for benefits) or other labor matters pending or, to the knowledge of the Company, threatened between the Company and any of its ERISA group employees or former employees. The Company is or has ever been not a party to any collective bargaining agreement or other labor union contracts. No collective bargaining agreement is being negotiated contract applicable to Persons employed by OTEthe Company except as disclosed in Section 2.13(f) of the Company Disclosure Letter, nor does the Company know of any activities or proceedings of any labor union to organize any such employees. There are no strikes, slowdowns, work stoppages, lockouts or, to the Company's knowledge, threats thereof by or with respect to any employees of the Company. Except as described in Section 2.13(f) of the Company Disclosure Letter, the Company is no pending not bound by any agreement, and has not taken or threatened labor disputeomitted to take any action, strike, or work stoppage against OTE or that restricts its ability to terminate the employment of any of its subsidiaries that may interfere with OTE’s business activities. None of OTE employees at any time without payment or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s business, and there is no pending or threatened charge or complaint against OTE by the National Labor Relations Board or any comparable state agencyother liability. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE Neither Albion nor its subsidiary is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledgethe knowledge of Albion, has sought to represent any of OTE’s the employees, representatives, or agentsagents of Albion or its subsidiary. There is no strike or other labor dispute involving OTE Albion or its subsidiary pending or, to OTE’s knowledgethe knowledge of Albion, threatened that could have an OTE a Albion Material Adverse EffectEffect (as the business or Albion is presently conducted and as it is proposed to be conducted), nor is OTE Albion aware of any labor organization activity involving its or its subsidiary's employees. OTE Albion is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTEeither of Albion or its subsidiary, and neither Albion nor does OTE have its subsidiary has a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTEeach of Albion and its subsidiary, to the best of OTE’s Albion's knowledge, is terminable at OTE’s willthe will of Albion. (b) Except as set forth in Schedule 3.15(b4.16(b) of the OTE Albion Schedules, OTE does Albion and its subsidiary do not maintain, and nor has not either contributed during the past five years tosince its inception, to any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), ERISA Section 3(s)) or with respect to which Albion, or for which OTE its subsidiary, or any member of its their respective ERISA group Group would incur liability under Sections 4065, 4069, 4212(c), 4212 (c) or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE "Albion Benefit Plans”"). As of the date of this Agreement, except as would not have an OTE Albion Material Adverse Effect, the material OTE Albion Benefit Plans maintained by OTE Albion, its subsidiary, or any member of its ERISA Group, or respecting with respect to which OTE has Albion and its subsidiary have or may have a liability, liability are in substantial compliance with applicable Lawslaws, including ERISA and the Code. Schedule 3.15(b4.16(b) sets forth a list of all OTE Albion Benefit Plans, true and complete copies of which have been furnished to TetriDynAradyme. With respect to the OTE Albion Benefit Plans, no event has occurredoccurred and, and to OTE’s knowledgethe knowledge of Albion, there exists no condition or set of circumstances, circumstances in connection with which OTE Albion, its subsidiary, or any member of its their ERISA group Group could be subject to any liability under the terms of the OTE such Albion Benefit Plans, ERISA, the Code, or any other applicable Law law that would have an OTE Albion Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c4.16(c) of the OTE Albion Schedules, neither OTE Albion and its subsidiary nor any member of its their ERISA group Group (i) contributes to or has an obligation to contribute to, (ii) has not within five years prior since inception contributed to the date of this Agreement contributed or had an obligation to contribute to, or (ii) has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE Albion and its subsidiary nor any member of its their ERISA group Group is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTEeither of Albion or its subsidiary. There is no pending or threatened labor dispute, strike, or work stoppage against OTE Albion or any of its subsidiaries subsidiary that may interfere with OTE’s the business activitiesactivities of Albion or its subsidiary. None of OTE Albion, its subsidiary or any of its their representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessthe business of Albion and its subsidiary, and there is no pending or threatened charge or complaint against OTE either of Albion or its subsidiary by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Albion Benefit Plan that is a “"group health plan” " within the meaning of Section 5000(b) of the Code, each such OTE Albion Benefit Plan complies, complies and has complied, complied with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure to so comply would not have an OTE Albion Material Adverse Effect.

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set forth in Schedule 3.15(b3.11(a) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any Company Disclosure Schedule lists (i) all employee benefit plan plans (as such term is defined in The Section 3(3) of the Employee Retirement Income Security Act of 1974 1974, as amended (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, ) and any other retirement, pensionall bonus, stock option, stock application rightspurchase, profit sharingstock appreciation right, incentive compensationrestricted stock, phantom stock, incentive, deferred compensation, savingsretiree medical, thriftdisability or life insurance, vacation paycafeteria benefit, dependent care, disability, director or employee loan, fringe benefit, sabbatical, supplemental retirement, severance payor other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements (whether legally enforceable or not, whether formal or informal and whether in writing or not) to which the Company is a party, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer or director of the Company, (ii) each employee benefit plan for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company could incur liability under Section 4212(c) of ERISA, and (iv) any employment agreements, offer letters or other contracts, arrangements or understandings between the Company and any employee of the Company (whether legally enforceable or not, whether formal or informal and whether in writing or not) including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company (each, a “Company Plan,” and collectively, the “Company Plans”). The Company has no express or implied commitment, whether legally enforceable or not, (x) to create, incur liability with respect to, or cause to exist, any other employee compensation or benefit plan, agreement, practice, program or arrangement, whether (y) to enter into any contract or agreement to provide compensation or benefits to any individual, or (z) to modify, change or terminate any Company Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Company Plan is in writing and the Company has furnished Parent with a true and complete copy of each Company Plan (or a written summary where the Company Plan is not in writing) and a true and complete copy of each material document, if any, prepared in connection with each such Company Plan, including, without limitation, (i) a copy of each trust or unwrittenother funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the three (3) most recent annual reports (Form 5500 series and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Plan, (iv) the most recently received Internal Revenue Service determination letter for each Company Plan intended to qualify under ERISA or the Code, (v) the most recently prepared actuarial report and financial statement in connection with each such Company Plan, (vi) any correspondence with the Internal Revenue Service or the Department of Labor with respect to each such Company Plan and (vii) each form of notice of grant and stock option agreement used to document Company Options. (c) Neither the Company nor any ERISA Affiliate has ever maintained or contributed to a plan subject to Title IV of ERISA. Each Company Plan is subject only to the Laws of the United States or a political subdivision thereof. (d) Except for benefits paid as a result of the termination of the Company’s 401(k) Plan as set forth in Section 6.1 hereof, none of the Company Plans provides for the payment of separation, severance, termination or similar benefits to any person or obligates the Company 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. Except for benefits paid as a result of the termination of the Company’s 401(k) Plan as set forth in Section 6.1 hereof, 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 Company Plan, whether or not legally binding such payment is contingent, (collectivelyii) increase any benefits otherwise payable under any Company 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 “OTE Benefit Plans”). As acceleration of the date vesting and exercisability of this Agreementany Company Option, whether or not contingent, or (iv) affect in any material respects any Company Plan’s current treatment under any Laws including any Tax or social contribution Law. No Company 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 would not have an OTE Material Adverse Effectmay be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or other applicable statute, and the material OTE Benefit Plans maintained by OTE Company 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 member of its ERISA Groupother person that such employee or other person would be provided with retiree health, disability, or respecting which OTE life insurance benefits, except to the extent required by statute. (e) Each Company Plan is now and always has or may have a liability, are been operated in substantial compliance all material respects in accordance with its terms and the requirements of all applicable Laws, including regulations and rules promulgated thereunder including, without limitation, ERISA and the Code. Schedule 3.15(b) sets forth a list The Company has performed all obligations required to be performed by it under, is not in any respect in default under or in violation of, and has no knowledge of all OTE Benefit Plansany default or violation by any party to, true and complete copies any Company Plan. No action, claim or proceeding is pending or, to the knowledge of which have been furnished to TetriDyn. With the Company, threatened with respect to any Company Plan (other than claims for benefits in the OTE Benefit Plansordinary course) and no fact or event exists that could give rise to any such action, no event has occurred, and to OTE’s knowledge, there exists no condition claim or set of circumstances, in connection with which OTE or proceeding. Neither the Company is nor any person that is a member of its ERISA the same controlled group could be subject to any liability as the Company or under common control with the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan Company within the meaning of Section 3(37414 of the Code (each, a “Company ERISA Affiliate”) is subject to any penalty or Tax with respect to any Company Plan under Section 502(i) of ERISAERISA or Sections 4975 through 4980 of the Code. Each Company Plan can be amended, terminated or otherwise discontinued at any time without material liability to Parent, the Company or any of their respective ERISA Affiliates (other than ordinary administration expenses). Neither the Company 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 the Family Medical Leave Act of 1993, 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. (df) Neither OTE nor Each Company 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 Company 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 fact or event has occurred since the date of such determination letter or letters from the Internal Revenue Service to adversely affect the qualified status of any member such Company Plan or the exempt status of its ERISA group 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 Company Plan. (g) All contributions, premiums or payments required to be made or accrued with respect to any Company Plan have been made on or before their due dates. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Entity and no fact or event exists which could give rise to any such challenge or disallowance. (h) The Company is or has ever been not a party to any collective bargaining agreement or other labor union contracts. No contract applicable to persons employed by the Company or in the Company’s business, and currently there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining agreement is being negotiated by OTEunit that could affect the Company. There is In addition: (i) there are no controversies, strikes, slowdowns or work stoppages pending or or, to the best knowledge of the Company after due inquiry, threatened labor disputebetween the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown or work stoppage against OTE within the past three years; (ii) the Company is currently in compliance with all 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 holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of its subsidiaries the foregoing; (iii) the Company 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; (iv) there is no claim with respect to payment of wages, salary, overtime pay, workers compensation benefits or disability benefits that may interfere has been asserted or threatened against the Company or that is now pending before any Governmental Entity with OTE’s business activities. None of OTE respect to any person currently or formerly employed by the Company; (v) the Company is not a party to, or otherwise bound by, any of its representatives consent decree with, or citation by, any Governmental Entity relating to employees has committed any unfair labor practices or employment practices; (vi) the Company is in connection compliance with the operation of OTE’s businessall Laws and regulations relating to occupational safety and health Laws and regulations, and there is no charge or 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 the Company; (vii) the Company is in compliance with all Laws and regulations relating to discrimination in employment, and there is no charge of discrimination in employment or complaint 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 the Company, threatened against OTE by the National Labor Relations Board Company or that is now pending before the United States Equal Employment Opportunity Commission or any comparable state agencyother Governmental Entity; and (viii) each employee of the Company who is located in the United States and is not a United States citizen has all approvals, authorizations and papers necessary to work in the United States in accordance with applicable Law. (ei) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b3.11(i) of the CodeCompany Disclosure Schedule contains a true and complete list of (i) all individuals who serve as employees of or consultants to the Company as of the date hereof, (ii) in the case of such employees, the position and base compensation payable to each such OTE Benefit Plan compliesindividual, and (iii) in the case of each such consultant, the consulting rate payable to such individual. (j) To the Company’s knowledge, no employee of or consultant to the Company has complied, with been injured in the requirements workplace or in the course of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Codehis or her employment or consultancy, except when the failure to so comply would not have an OTE Material Adverse Effectfor injuries which are covered by insurance or for which a claim has been made under worker’s compensation or similar Laws.