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

Employee Benefit Plans; Labor Matters. (a) A copy of each (i) employee benefit plan covered by the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plans) (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing. (b) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)

Employee Benefit Plans; Labor Matters. (a) A copy of each (i) With respect to each employee benefit plan covered by plan, program, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plansERISA") and any bonus, deferred ----- compensation, stock bonus, stock purchase, restricted stock, stock option, employment, termination, change in control and severance plan, program, arrangement and contract), to which the Company or any of the Company Subs is a party, which is maintained or contributed to by the Company or any of the Company Subs, or with respect to which the Company or any of the Company Subs could incur material liability under Section 4069, 4201 or 4212(c) of ERISA (the "Company Benefit Plans"), the Company has made --------------------- available to Parent a true and complete copy of such Company Benefit Plan. (ii) each stock option plan and (iii) each employment agreement with any officer Each of the Company or 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 Subsidiary will be made available to Buyer prior to Closing. (b) Each Company Plan has been operated in accordance with its terms favorable determination letter from the IRS, and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated Company is not reasonably aware of any circumstances likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to revocation of any such favorable determination letter that could reasonably be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse Effect. (c)Effect on the Company. (iiii) Neither With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee there exists no condition or administrator thereof has engaged set of circumstances in any transaction connection with which the Company or any ERISA Affiliateof the Company Subs could be subject to any liability under the terms of such Company Benefit Plans, any Company PlanERISA, any such trust, the Code or any trustee other applicable law which, individually or administrator thereofin the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. (iv) Neither the Company nor any of the Company Subs is a party to any collective bargaining or other labor union contracts and no collective bargaining agreement is being negotiated by the Company or any party dealing with any of the Company Plan Subs. There is no pending labor dispute, strike or work stoppage against the Company or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) Company Subs which may interfere with the respective business activities of the Company or any of the Company Subs, except where such dispute, strike or work stoppage could not reasonably be expected to have a Material Adverse Effect on the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to . There is no pending charge or complaint against the Company Plansor any of the Company Subs by the National Labor Relations Board or any comparable state agency, except where such unfair labor practice, charge or complaint could not reasonably be expected to have complied in all material respects with Section 404 of ERISA. (d)a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) A copy Section 3.11(a) of each (i) the Company Disclosure Schedule lists as of the date hereof all employee benefit plan covered by plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise 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 Plans"), excluding Employee Plans under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign plansjurisdiction. The Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each stock option plan and such Employee Plan (iiiother than those referred to in Section 4(b)(4) each employment agreement of ERISA). No event has occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances in connection with any officer of which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Subsidiary will be made available to Buyer prior to ClosingMaterial Adverse Effect on the Company. (b) Each Section 3.11(b) of the Company Plan has been operated Disclosure Schedule sets forth a list as of the date hereof of (i) all employment agreements with officers of the Company; (ii) all agreements with consultants who are individuals obligating the Company to make annual cash payments in accordance an amount exceeding Fifty Thousand Dollars ($50,000); (iii) all Options held by consultants; (iv) all severance agreements, programs and policies of the Company with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures or relating to the Company Plans its employees except such programs and policies required to be filed maintained by law; and (v) all plans, programs, agreements and other arrangements of the Company with or furnished relating to its employees that contain change in control provisions whether or not listed in other parts of the Company Disclosure Schedule. 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. (c) Except as disclosed in Section 3.11(c) 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 3.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (d) 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. (e) There are no controversies relating to any governmental entityEmployee Plan or other labor matters pending or, participants or bene- ficiaries prior to the Closing Date knowledge of the Company, threatened between the Company or any of its subsidiaries and any of their respective employees, which controversies, individually or in the aggregate, have been or will would reasonably be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse EffectEffect of the Company. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee of its subsidiaries is a party to any collective bargaining agreement or administrator thereof has engaged in any transaction with other labor union contract applicable to persons employed by the Company or any ERISA Affiliateof its subsidiaries except as disclosed in Section 3.11(e) of the Company Disclosure Schedule, nor does the Company know of any Company Plan, activities or proceedings of any labor union to organize any such trustemployees. The Company has no knowledge of any strikes, slowdowns, work stoppages, lockouts or any trustee threats thereof by or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to any employees of the Company Plans, have complied in all material respects with Section 404 or any of ERISA. (d)its subsidiaries.

Employee Benefit Plans; Labor Matters. (a) A copy Schedule 4.10(a) contains a true and complete list of each (i) "employee benefit plan covered by plan" (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign ERISA"), including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs or policies, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), oral or written under which any employee or former employee of the Company or its subsidiaries has any present or future right to material benefits or under which the Company or its subsidiaries has any material present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Company Plans". With respect to the Company Plans, except as set forth in Schedule 4.10(b) or the Current SEC Reports: (i) each Company Plan intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has occurred since the date of such letter that is reasonably likely to affect the qualified status of such Company Plan; (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing. (b) 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 of its subsidiaries has incurred any direct or indirect liability under, arising out of or by operation of Title IV of ERISA, in connection with the Codetermination of, or withdrawal from, any Company Plan or other retirement plan or arrangement and all other applicable Laws, except where the failure to have been so operated no fact or event exists that is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished give rise to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Lawliability, except where as would not, individually or in the failure to be so filed or furnished is not reasonably likely to aggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.10(b) or the Current SEC Reports, the aggregate accumulated benefit obligations of each Company Plan subject to Title IV of ERISA (cas of the date of the most recent actuarial valuation prepared for such Company Plan) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation). (b) With respect to each Company Plan, the Company has made or will make available to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) Neither the Companymost recent determination letter, if applicable; (ii) any Subsidiarysummary plan description by the Company or its subsidiaries to their employees concerning the extent of the benefits provided under a Company Plan; and (iii) for the most recent year, if applicable, (A) the Form 5500 and attached schedules and (B) actuarial valuation reports. (c) With respect to any Company Plan, except as would not have a Material Adverse Effect, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened and (ii) no written or, to the knowledge of the Company, oral communication has been received by the Company from any trust created thereunder governmental entity in respect of any Company Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein. (d) Except as set forth in Schedule 4.10(d), no Company Plan exists that provides for the payments to any present or former employee of the Company or its subsidiaries of any amount of money or other property or accelerates or provides any other rights or benefits to any present or former employee of the Company or its subsidiaries, as a result of the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code section 280G. (e) Neither the Company nor any trustee of its subsidiaries is a party to any collective bargaining or administrator thereof other labor union contracts or is the subject of any proceeding asserting that it or any subsidiary has engaged in any transaction with committed an unfair labor practice. There is no pending or, to the knowledge of the Company, threatened labor dispute, strike or work stoppage against the Company or any ERISA Affiliateof its subsidiaries which would interfere with the respective business activities of the Company or its subsidiaries. There is no action, suit, complaint, charge, arbitration, inquiry, proceeding, grievance or investigation by or before any court, government agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree or other representative of the Company's employees pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries other than any which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to or otherwise bound by, any Company Planconsent, any such trustdecree, or citation by any trustee government entity relating to employees or administrator thereofemployment practices. (f) Except as set forth on Schedule 4.10(f), neither the Company nor any of its subsidiaries sponsor, maintain or any party dealing with contribute to any Company Plan that provides post-retirement medical or life insurance benefits to any such trust, which could result in a liability assessed pursuant to Section 409 present or 502(i) of ERISA or a tax imposed pursuant to Section 4975 former employee of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)or its subsidiaries.

Employee Benefit Plans; Labor Matters. (a) A copy 5.8.1. Schedule 5.8.1 sets forth a true and complete list of each (i) all pension, profit-sharing, bonus, option, employment or severance agreements, deferred compensation plans, health, life, accident or disability plans, and any other agreement, arrangement, commitment or other employee benefit plan covered by (including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder ("ERISA")(and comparable foreign plans“ERISA”) (iithe “Benefit Plans”)) each stock option plan and (iii) each employment agreement maintained with respect to LLC Seller, or with respect to which LLC Seller has, or may in the future have, any officer liability with respect to any current or former employee of the Company LLC Seller or a Subsidiary will be made available to Buyer prior to Closingits beneficiaries. (b5.8.2. All Benefit Plans which constitute “employee benefit plans” within the meaning of Section 3(3) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA, (the “Plans”) are in substantial compliance with ERISA and the Internal Revenue Code and the regulations promulgated thereunder (the “Code”). Each Plan intended to be qualified under Section 401(i) of the Code has received a favorable determination letter from the Internal Revenue Service, and all other applicable Laws, except where the failure to have been so operated is Sellers are not reasonably aware of any circumstances likely to result in the revocation or invalidity of any such favorable determination letter. LLC Seller has not engaged in a Material Adverse Effecttransaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the Closing Date, could subject LLC Seller to a tax or penalty imposed by either the Code or ERISA. 5.8.3. All reports No event has occurred, and disclosures there exists no condition or set of circumstances in connection with which LLC Seller or any Benefit Plan could be, directly or indirectly, subject to any material liability under ERISA, the Code or any other law, regulation or governmental order. There is no material pending or threatened litigation relating to the Company Plans Benefit Plans. 5.8.4. With respect to each Benefit Plan, if applicable, there are no material unfunded benefit obligations that are not accounted for by reserves or otherwise properly footnoted in accordance with GAAP, applied on a consistent basis, on the Financial Statements. 5.8.5. All contributions required to be filed or furnished to made under the terms of any governmental entity, participants or bene- ficiaries prior to of the Closing Date Benefit Plans have been timely made. No Plan has an “accumulated funding deficiency” (whether or will be filed not waived) within the meaning of Section 412 of the Code or furnished in a timely manner and in accordance in all respects with applicable Lawoutstanding funding waiver. No security has been required, except where within the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (imeaning of Section 401(i)(29) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) , as a result of the Company, adoption of any Plan amendment resulting in a significant underfunding of such Plan. 5.8.6. The consummation of the Subsidiaries, and all fiduciaries (as defined transactions contemplated by this Agreement will not result in Section 3(21) any liability of ERISA) Sellers with respect to any Benefit Plan. 5.8.7. LLC Seller is not a party to any collective bargaining, representation or labor contract with any trade union or employee representatives. No Seller has received any notice or threat of any strike or work interruption by any employees of LLC Seller. At no time since its date of organization has LLC Seller experienced any threats of strikes, work stoppages or demands for collective bargaining by any union or labor organization or any other or other organization of employees, and grievances, disputes or controversies with any union or any other or any other organization of employees or any pending or threatened court or arbitration proceedings involving an employment grievance, dispute or controversy. LLC Seller is not delinquent in payments due to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Company Plansdate hereof or amounts required to be reimbursed to such employees. In the event of termination of the employment of any said employees, have complied LLC Seller will not, under any employment contract or other agreement, be liable to any of said employees for so-called “severance pay” or any other payments. LLC Seller is in compliance with all material respects with Section 404 federal, state, provincial, county, local and foreign laws and regulations respecting labor, employment, or wages and hours (including any record-keeping or other employment-related obligations). There is no unfair labor practice or discrimination complaint or claim against LLC Seller pending before the National Labor Relations Board or any comparable state, local or foreign agency, court or tribunal. 5.8.8. To the knowledge of ERISAeach Seller, each employee of LLC Seller working in the United States is either a citizen of the United States or resident alien possessing a valid visa or work permit to be present and working in the United States. (d)Schedule 5.8.8 sets forth the name of each employee working in the United States or who either LLC Seller has committed or intends to engage as an employee in the United States who is not a United States citizen and the visa or work permit for each such employee to work or be present in the United States, the expiration date of such visa or work permit, and the status of any pending visa, work permit or “green card.” Schedule 5.8.8 also sets forth each employee’s current non-discretionary compensation.

Employee Benefit Plans; Labor Matters. (a) A copy Section 3.11(a) of each (i) the Disclosure Letter lists, as of the date hereof, all employee benefit plan covered by plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign “ERISA”)), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life or disability insurance, dependent care, severance and other similar fringe or employee benefit plans) (ii) each stock option plan , programs or arrangements and (iii) each any employment agreement with or executive compensation or severance agreements written or otherwise maintained or contributed to currently, or within the past five years, for the benefit of or relating to any officer employee or former employee of the Company or any trade or business (whether or not incorporated) that is a Subsidiary will be 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”), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, 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 Buyer prior Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the “IRS”) for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Closing. Title IV of ERISA or Section 412 of the Code. Except as set forth in Section 3.11(a) of the Disclosure Letter: (bA) Each neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any such Employee Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been operated maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the requirements Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of ERISA, any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “party in interest” (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class or Table of Contents individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the Company nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the Company’s knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company’s knowledge, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other Governmental Entity, against such Employee Plan or the Company or any ERISA Affiliate. (b) Section 3.11(b) of the Disclosure Letter sets forth a list as of the date hereof of all other applicable Laws(i) employment agreements with officers of the Company or any ERISA Affiliate and (ii) agreements with consultants who are individuals obligating the Company or any ERISA Affiliate to make annual cash payments in an amount of sixty thousand dollars ($60,000) or more and (iii) severance agreements, programs and policies of the Company with or relating to its employees, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports such programs and disclosures relating to the Company Plans policies required to be filed maintained by law. The Company has made available to Parent copies of all such agreements, plans, programs and other arrangements. (c) Except as provided in Section 3.11(c) of the Disclosure Letter, there will be no payment, accrual of additional benefits, acceleration of payments or furnished vesting of any benefit under any Employee Plan or any other agreement or arrangement to which the Company or any ERISA Affiliate is a party, and no employee, officer or director of the Company 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) 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 as required by Section 4980B of the Code or similar state laws. The Company and its ERISA Affiliates have complied in all material respects with the applicable provisions of Part 6 of Title I of ERISA and Sections 4980B, 9801, 9802, 9811 and 9812 of the Code. (e) There are no controversies relating to any governmental entityEmployee Plan or other labor matters pending or, participants or bene- ficiaries prior to the Closing Date have been Company’s knowledge, threatened between the Company or will be filed or furnished in a timely manner any ERISA Affiliate and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effectany of its employees. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee ERISA Affiliate is a party to any collective bargaining agreement or administrator thereof other labor union contract applicable to persons employed by the Company or any ERISA Affiliate nor does the Company nor any ERISA Affiliate know of any activities or proceedings of any labor union to organize any such employees. No strikes, work stoppage, grievance, claim of unfair labor practice or labor dispute against the Company or any ERISA Affiliate has engaged in any transaction with occurred, is pending or, to the knowledge of the Company or any ERISA Affiliate, threatened, and, to the knowledge of the Company and its ERISA Affiliates, there is no basis for any of the foregoing. To the knowledge of the Company Planand its ERISA Affiliates, there is no organizational activity being made or threatened by or on behalf of any labor union with respect to any employees of the Company or any ERISA Affiliate. (f) Neither the Company nor any of its ERISA Affiliates sponsors or has ever sponsored, maintained, contributed to or incurred an obligation to contribute or incurred a liability (contingent or otherwise) with respect to, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Multiemployer Plan or any such trustto a Multiple Employer Plan. For these purposes, which could result in “Multiemployer Plan” means a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Companymultiemployer plan, the Subsidiaries, and all fiduciaries (as defined in Section 3(213(37) and 4001(a)(3) of ERISAERISA and “Multiple Employer Plan” means any Employee Benefit Plan sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA or Section 413(c) of the Code. Neither the Company nor any of its ERISA Affiliates has, or reasonably could be expected to have, any liability under Title IV of ERISA with respect to the any other type of Employee Plan. The Company Planshas provided to Parent a written estimate of withdrawal liability, have complied in all material respects with Section 404 of ERISA. (d)if any, that would occur upon withdrawal from any Multiemployer Plan.

Employee Benefit Plans; Labor Matters. (a) A copy of With respect to each (i) employee benefit plan covered by plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plansERISA")), maintained or contributed to by the Company or any Subsidiary, or with respect to which the Company or any Subsidiary is or reasonably would be expected to be liable under Section 4069, 4212(c) or 4204 of ERISA (the "Benefit Plans"), the Company has delivered or made available to Acquiror a copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS") for each Benefit Plan for which a Form 5500 is required to be filed, (ii) each stock option plan and such Benefit Plan, (iii) each employment agreement trust agreement, if any, relating to such Benefit Plan, (iv) the most recent summary plan description for each Benefit Plan for which a summary plan description is required, (v) the most recent actuarial report or valuation relating to a Benefit Plan subject to Title IV of ERISA and (vi) the most recent determination letter, if any, issued by the IRS with respect to any officer Benefit Plan intended to be qualified under Section 401 of the Company or a Subsidiary will be made available to Buyer prior to ClosingCode. (b) Each Except as described on Schedule 2.14, no event has occurred with respect to the Benefit Plans and there exists no condition or set of circumstances, in connection with which the Company Plan has been operated in accordance or any other employer (an "ERISA Affiliate") that is, with its the Company or any Subsidiary, considered a single employer within the meaning of ss.414(b), ss.414(c), or ss.414(m) of the Code, could be subject to any material liability under the terms and the requirements of such Benefit Plans, ERISA, the Code, and all Code or any other applicable Laws, except where the failure Law that would reasonably be expected to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans be required to be filed satisfied by the Company or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will Acquiror and which would reasonably be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse Effect. Effect on the Company. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee Subsidiary is bound by any collective bargaining or administrator thereof has engaged in any transaction with other labor union contract and no collective bargaining agreement is currently being negotiated by the Company or any ERISA AffiliateSubsidiary. There is no pending or, any to the knowledge of the Company, threatened labor dispute, strike or work stoppage against the Company Plan, any such trust, or any trustee or administrator thereof, Subsidiary that may interfere with the respective business activities of the Company or any party dealing with any Subsidiary and would reasonably be expected to have a Material Adverse Effect on the Company. There is no pending or, to the knowledge of the Company, threatened charge or complaint against the Company Plan or any such trust, which could result in a liability assessed pursuant Subsidiary by the National Labor Relations Board or any comparable state agency. (d) The Company has delivered or made available to Section 409 or 502(iAcquiror (i) copies of ERISA or a tax imposed pursuant to Section 4975 all employment agreements with officers of the CodeCompany or its Subsidiaries; and (ii) copies of all severance agreements, programs and policies of the CompanyCompany and its Subsidiaries with or relating to its employees. Except as set forth on Schedule 2.14, neither the SubsidiariesCompany nor any Subsidiary shall owe a severance payment or similar obligation to any of their respective employees, officers or directors as a result of the Merger or the transactions contemplated by this Agreement and none of such persons shall be entitled to an increase in severance payments or other benefits as a result of the Merger or the other transactions contemplated by this Agreement in the event of the subsequent termination of their employment. (e) Except as provided in Schedule 2.14, neither the Company nor any Subsidiary contributes to or has an obligation to contribute to, and all fiduciaries (as defined in has not within six years prior to the date of this Agreement contributed to or had an obligation to contribute to, a multiemployer plan within the meaning of Section 3(213(37) of ERISA. (f) Except as disclosed on Schedule 2.14: (i) all Benefit Plans intended to be tax qualified under Section 401(a) or Section 403(a) of the Code are so qualified (subject to amendments to reflect changes where retroactive amendments are allowed, such as Public Law 104-188, the Small Business Job Protection Act of 1996); (ii) all trusts established in connection with plans which are intended to be tax exempt under Section 501(a) or (c) of the Code are so tax exempt; (iii) to the extent required either as a matter of law or to obtain the intended tax treatment and tax benefits, all Benefit Plans comply in all material respects with the requirements of ERISA and the Code; (iv) all plans have been administered in material compliance with the documents and instruments governing the Benefit Plans except in cases where changes in the law require compliance with the laws for periods preceding the date plans are required to be amended with retroactive effect; (v) all reports and filings with governmental agencies (including but not limited to the Department of Labor, Internal Revenue Service, Pension Benefit Guaranty Corporation and the SEC) required in connection with each Benefit Plan have been timely made; (vi) all material disclosures and notices required by law or plan provisions to be given to participants and beneficiaries in connection with each Benefit Plan have been properly and timely made; and (vii) the Company has made a good faith effort to comply in all material respects with the reporting and taxation requirements for FICA taxes with respect to any deferred compensation arrangements under Section 3121(v) of the Code. (g) Except as disclosed on Schedule 2.14: (i) all contributions, premium payments and other payments required to be made in connection with the plans as of the date of this Agreement have been made; (ii) proper accrual has been made on the books of the Company for all contributions, premium payments and other payments due in the current fiscal year but not made as of the date of this Agreement; (iii) no contribution, premium payment or other payment has been made in support of any Benefit Plan that is in excess of the allowable deduction for federal income tax purposes for the year with respect to which the contribution was made (whether under Section 162, Section 280G, Section 404, Section 419, Section 419A of the Code or otherwise); and (iv) with respect to each plan that is subject to Section 301 et. seq. of ERISA or Section 412 of the Code, such Benefit Plan has met the minimum funding standard for the 1997 plan year. (h) Except as disclosed on Schedule 2.14: (i) no action, suit, charge, complaint, proceeding, hearing, investigation or claim is pending with regard to any Benefit Plan other than routine uncontested claims for benefits; (ii) the consummation of the transactions contemplated by this Agreement will not cause any Benefit Plan to increase benefits payable to any participant or beneficiary; (iii) the consummation of the transactions contemplated by this Agreement will not: (A) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, benefit or award under the Benefit Plans, or (B) except as provided in Section 1.7 hereof, accelerate or modify the time of payment or vesting, or increase the amount of any benefit, award or compensation due any such employee under the Benefit Plans; (iv) no Benefit Plan is currently under examination or audit by the Department of Labor, the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the Securities and Exchange Commission; (v) the Company has no actual or potential liability arising under Title IV of ERISA as a result of any Benefit Plan that has terminated or is in the process of terminating; (vi) the Company has no actual or potential liability under Section 4201 et. seq. of ERISA for either a complete withdrawal or a partial withdrawal from a multiemployer plan; and (vii) with respect to the Company Benefit Plans, have complied in all material respects with the Company has no liability (either directly or as a result of indemnification) for (and the transaction contemplated by this Agreement will not cause any liability for): (A) any excise taxes under Section 404 4971 through Section 4980B, Section 4999 or Section 5000, or (B) any penalty under Section 502(i), Section 502(l), Part 6 of Title I or any other provision of ERISA. , or (d)C) any excise taxes, penalties, damages or equitable relief as a result of any prohibited transaction, breach of fiduciary duty or other violation under ERISA or any other applicable law. (i) Except as disclosed on Schedule 2.14 (i) all accruals required under FAS 106 have been properly accrued on the financial statements of the Company and (ii) the Company has no liability for life insurance, death or medical benefits after separation from employment other than: (A) such death benefits under the plans identified on Schedule 2.14, (B) health care continuation benefits described in Section 4980B of the Code, or (C) as may be required under other federal, state or local law.

Employee Benefit Plans; Labor Matters. (a) A copy With respect to the employee benefit plans, programs, and arrangements maintained or contributed to by any Seller (the "Company Plans"), except as set forth in Section 3.13(a) of each the Company Disclosure Letter or in the Company Financial Statements and except as would not have a Company Material Adverse Effect, (i) employee benefit plan covered 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 that it is so qualified and nothing has occurred since the date 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 including, without limitation, timely compliance with all reporting, disclosure and notice requirements of the Code and ERISA as well as the prohibited transactions restrictions of the Code and ERISA; (iii) no Seller 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, as amended ("ERISA")(and comparable foreign plansERISA"), in connection with the termination of, or withdrawal from, any Company Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such liability; (iv) all contributions required by law or by a collective bargaining or other agreement to be made under each Company Plan with respect to all periods through the Closing Date will have been made by such date; (iiv) each stock option plan and no changes in contributions or benefit levels have been implemented, or negotiated (iiibut not yet implemented), with respect to any Company Plan since the date for which the information in Section 3.13(a) each employment agreement with any officer of the Company Disclosure Letter has been provided; (vi) all premiums due the PBGC have been paid; and (vii) there are no pending or known threatened claims, lawsuits or arbitrations on behalf of any Company Plan, or any beneficiary covered under any Company Plan or otherwise which allege a violation of ERISA or any other law or a Subsidiary will be made available breach of any fiduciary duties which might result in any liability on the part of the Seller and/or any Seller Subsidiary, nor is there any basis for such claim. Except as set forth in Section 3.13(a) of the Company Disclosure Letter or in the Company Financial Statements, the aggregate accumulated benefit obligations of each Company Plan subject to Buyer prior to ClosingTitle IV of ERISA (as of the date hereof and as of the Closing Date) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation). (b) Each Except as disclosed in Section 3.13(b) of the Company Plan has been operated in accordance with its terms and the requirements of ERISADisclosure Letter, the CodeSellers are not subject to any collective bargaining or other labor union contracts applicable to persons employed by the Sellers as of the date of this Agreement. As of the date of this Agreement, and all other applicable Lawsthere is no pending or threatened in writing labor dispute, strike, or work stoppage against the Sellers that may interfere with the business activities of the Sellers, except where the failure to such dispute, strike, or work stoppage would not have been so operated is not reasonably likely to result in a Company Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d).

Employee Benefit Plans; Labor Matters. (a) A copy Section 3.11(a) of each (i) the Disclosure Letter lists, as of the date hereof, all employee benefit plan covered by plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life or disability insurance, dependent care, severance and other similar fringe or employee benefit plans) (ii) each stock option plan , programs or arrangements and (iii) each any employment agreement with or executive compensation or severance agreements written or otherwise maintained or contributed to currently, or within the past five years, for the benefit of or relating to any officer employee or former employee of the Company or any trade or business (whether or not incorporated) that is a Subsidiary will be 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"), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, 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 Buyer prior Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Closing. Title IV of ERISA or Section 412 of the Code. Except as set forth in Section 3.11(a) of the Disclosure Letter: (bA) Each neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any such Employee Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been operated maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the requirements Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of ERISA, any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "party in interest" (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the Company nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the Company's knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company's knowledge, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other Governmental Entity, against such Employee Plan or the Company or any ERISA Affiliate. (b) Section 3.11(b) of the Disclosure Letter sets forth a list as of the date hereof of all other applicable Laws(i) employment agreements with officers of the Company or any ERISA Affiliate and (ii) agreements with consultants who are individuals obligating the Company or any ERISA Affiliate to make annual cash payments in an amount of sixty thousand dollars ($60,000) or more and (iii) severance agreements, programs and policies of the Company with or relating to its employees, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports such programs and disclosures relating to the Company Plans policies required to be filed maintained by law. The Company has made available to Parent copies of all such agreements, plans, programs and other arrangements. (c) Except as provided in Section 3.11(c) of the Disclosure Letter, there will be no payment, accrual of additional benefits, acceleration of payments or furnished vesting of any benefit under any Employee Plan or any other agreement or arrangement to which the Company or any ERISA Affiliate is a party, and no employee, officer or director of the Company 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) 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 as required by Section 4980B of the Code or similar state laws. The Company and its ERISA Affiliates have complied in all material respects with the applicable provisions of Part 6 of Title I of ERISA and Sections 4980B, 9801, 9802, 9811 and 9812 of the Code. (e) There are no controversies relating to any governmental entityEmployee Plan or other labor matters pending or, participants or bene- ficiaries prior to the Closing Date have been Company's knowledge, threatened between the Company or will be filed or furnished in a timely manner any ERISA Affiliate and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effectany of its employees. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee ERISA Affiliate is a party to any collective bargaining agreement or administrator thereof other labor union contract applicable to persons employed by the Company or any ERISA Affiliate nor does the Company nor any ERISA Affiliate know of any activities or proceedings of any labor union to organize any such employees. No strikes, work stoppage, grievance, claim of unfair labor practice or labor dispute against the Company or any ERISA Affiliate has engaged in any transaction with occurred, is pending or, to the knowledge of the Company or any ERISA Affiliate, threatened, and, to the knowledge of the Company and its ERISA Affiliates, there is no basis for any of the foregoing. To the knowledge of the Company Planand its ERISA Affiliates, there is no organizational activity being made or threatened by or on behalf of any labor union with respect to any employees of the Company or any ERISA Affiliate. (f) Neither the Company nor any of its ERISA Affiliates sponsors or has ever sponsored, maintained, contributed to or incurred an obligation to contribute or incurred a liability (contingent or otherwise) with respect to, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Multiemployer Plan or any such trustto a Multiple Employer Plan. For these purposes, which could result in "MULTIEMPLOYER PLAN" means a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Companymultiemployer plan, the Subsidiaries, and all fiduciaries (as defined in Section 3(213(37) and 4001(a)(3) of ERISAERISA and "MULTIPLE EMPLOYER PLAN" means any Employee Benefit Plan sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA or Section 413(c) of the Code. Neither the Company nor any of its ERISA Affiliates has, or reasonably could be expected to have, any liability under Title IV of ERISA with respect to the any other type of Employee Plan. The Company Planshas provided to Parent a written estimate of withdrawal liability, have complied in all material respects with Section 404 of ERISA. (d)if any, that would occur upon withdrawal from any Multiemployer Plan.

Employee Benefit Plans; Labor Matters. (a) A copy Section 2.11(a) of each (i) the Company Disclosure Schedule lists as of the date hereof all employee benefit plan covered by plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise 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 Plans"), excluding Employee Plans under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign plansjurisdiction. The Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each stock option plan and such Employee Plan (iiiother than those referred to in Section 4(b)(4) each employment agreement of ERISA). No event has occurred and, to the knowledge of the Company, there currently exists no condition or set of circumstances in connection with any officer of which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Subsidiary will be made available to Buyer prior to ClosingMaterial Adverse Effect on the Company. (b) Each Section 2.11(b) of the Company Plan has been operated Disclosure Schedule sets forth a list as of the date hereof of (i) all employment agreements with officers of the Company; (ii) all agreements with consultants who are individuals obligating the Company to make annual cash payments in accordance an amount exceeding Fifty Thousand Dollars ($50,000); (iii) all severance agreements, programs and policies of the Company with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures or relating to the Company Plans its employees except such programs and policies required to be filed maintained by law; and (iv) all plans, programs, agreements and other arrangements of the Company with or furnished relating to its employees that contain change in control provisions whether or not listed in other parts of the Company Disclosure Schedule. 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. (c) Except as disclosed in Section 2.11(c) 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 2.11 solely by reason of entering into or in connection with the transactions contemplated by this Agreement. (d) 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. (e) There are no controversies relating to any governmental entityEmployee Plan or other labor matters pending or, participants or bene- ficiaries prior to the Closing Date knowledge of the Company, threatened between the Company or any of its subsidiaries and any of their respective employees, which controversies, individually or in the aggregate, have been or will would reasonably be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse EffectEffect of the Company. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee of its subsidiaries is a party to any collective bargaining agreement or administrator thereof has engaged in any transaction with other labor union contract applicable to persons employed by the Company or any ERISA Affiliateof its subsidiaries except as disclosed in Section 2.11(e) of the Company Disclosure Schedule, nor does the Company know of any Company Plan, activities or proceedings of any labor union to organize any such trustemployees. The Company has no knowledge of any strikes, slowdowns, work stoppages, lockouts or any trustee threats thereof by or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to any employees of the Company Plans, have complied in all material respects with Section 404 or any of ERISA. (d)its subsidiaries.

Employee Benefit Plans; Labor Matters. (ai) A copy Section 2.1(l)(i) of the Company Disclosure Schedule contains a true and complete list of each (ia) employee benefit plan covered by and any material policy, program or arrangement (including, without limitation, each "employee benefit plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plansERISA") and each employee benefit plan and any material policy, program or arrangement that is governed by the laws of any jurisdiction other than the United States) sponsored, maintained or contributed to by the Company or any of its Subsidiaries for the benefit of current or former employees, directors, consultants or independent contractors or with respect to which the Company or any of its Subsidiaries has any material liability, and (b) benefit arrangement or Contract between the Company or its Subsidiaries and any current or former employees, directors, consultants and independent contractors (which have or had an annual base compensation of more than $75,000), and with respect to each of (a) and (b) which sets forth any incentive, bonus, change in control, severance, redundancy payment, notice of termination of employment, relocation, employment and insurance provisions under which any such current or former employee, director, consultant or independent contractor of the Company or any of its Subsidiaries (the "Company Participants") has any present or future right to material benefits (collectively, the "Company Benefit Plans"). (a) Each of the Company Benefit Plans has been maintained, funded, operated, and administered in compliance with applicable law, its governing plan document and, where applicable, any contractual commitments to participants including but not limited to ERISA and the Code, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company, (b) each of the Company Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") to such effect, has been timely amended to comply in all material respects with the provisions of the Tax legislation commonly referred to as "GUST" and "EGTRRA" and has been or will be submitted to the IRS for a determination letter that takes such amendments into account within the remedial amendment period specified by Section 401(b) of the Code, and the Company knows of no event that would cause the disqualification of any such Company Benefit Plan, (c) no Company Benefit Plan provides welfare or welfare-type benefits (whether or not insured) to Company Participants or their dependents or beneficiaries beyond the Company Participant's termination of employment or termination of service of non-employees with the Company or any of its Subsidiaries, other than coverage mandated by applicable law or benefits the full cost of which is borne by the Company Participant (or his or her dependent or beneficiary), (d) no Company Benefit Plan or any other employee pension benefit plan that the Company, any Subsidiary or any other entity that, together with the Company or any Subsidiary, is treated as a single employer under Section 414 of the Code, maintains, contributes to or ever has maintained or contributed to (i) is a "multiemployer plan," as such term is defined in Section 3(37) or 4001(a)(3) of ERISA, (ii) each stock option plan and is subject to Section 412 of the Code or Title IV of ERISA or (iii) is a defined benefit plan not covered by 2.1(1)(ii)(d)(ii) above, and neither the Company nor any of its Subsidiaries has any liability (contingent or otherwise) under Title IV of ERISA or similar applicable law on account of any such plan or otherwise,(e) neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan which to the Company's knowledge would subject such entity to either a civil penalty assessed pursuant to Sections 502(i) or 502(l) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, (f) except as disclosed in the Company SEC Reports, to the knowledge of the Company, there are no pending or threatened claims (other than routine claims for benefits, but including an individual participant's claims under a Company health and welfare plan that, in the aggregate, exceeds or is likely to exceed $100,000) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto, nor has the Company or any of its Subsidiaries received notice of any threatened, actions or proceedings by any Governmental Entity, against or otherwise involving any Company Benefit Plan, (g) there are no uninsured liabilities with respect to any benefits or claims under any Company Benefit Plan, except as included as a liability in the financial statements included in the Company SEC Reports, (h) no event has occurred and no condition exists that to the Company's knowledge would subject the Company or any of its Subsidiaries to any Tax, fine, lien, penalty or other liability with respect to any Company Benefit Plan imposed by ERISA or the Code or other applicable law, which would reasonably be expected to have a Material Adverse Effect on the Company, (i) any terminated Company Benefit Plan has been terminated in all material respects in accordance with applicable laws and all benefits under any such terminated plan have been paid in accordance with the terms of such Company Benefit Plan, (j) each employment U.S. (and, to the Company's knowledge, foreign) Company Benefit Plan in the form as of the Closing Date may be amended or terminated at any time after the Closing Date without material liability to the Company other than for accrued benefits and costs of termination, (k) all material contributions or amounts payable by the Company or any of its Subsidiaries as of the Effective Time with respect to any Company Benefit Plan in respect of current or prior plan years which are required to be reflected in the Company's financial statements in accordance with GAAP have been paid or accrued in accordance with GAAP, and (l) the Company has made available to Parent and the Merger Sub true and correct copies in all material respects of all Company Benefit Plans and benefit arrangements or contracts listed in Section 2.1(l)(i) of the Company Disclosure Schedule, together with all amendments thereto, and to the extent applicable, (i) all current summary plan descriptions; (ii) the most recent annual report on the IRS Form 5500-series, including any attachments thereto; (iii) the most recent accountant's report, if any; and (iv) the most recent IRS determination letter. Except as provided pursuant to this Agreement or as disclosed on Section 2.1(l)(ii) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby shall (a) result in any payment becoming due to any Company Participant, (b) increase any benefits otherwise payable under any Company Benefit Plan, (c) result in any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan, (d) result in any forgiveness of indebtedness, (e) result in any obligations to fund benefits with respect to any current or former employees of the Company or any of its Subsidiaries or (f) violate the provisions of any agreement between a Company Participant and the Company or any of its Subsidiaries, except in each case where such payment, increase, acceleration, forgiveness, funding or violation would not reasonably be expected to have a Material Adverse Effect on the Company. (iii) (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries and there are no labor or collective bargaining agreements that pertain to the employees of the Company or any of its Subsidiaries other than works councils required by statute, (b) there is no pending or to the knowledge of the Company, threatened labor dispute, strike, work stoppage, lockout or other labor controversy involving the Company or any of its Subsidiaries which may interfere with the respective business activities of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries experienced any such labor controversy within the past three years, (c) there is no union or similar organization currently certified, and there is no union representation question and no union or other organization activity that would be subject to the National Labor Relations Act (20 U.S.C. Section 151 et seq.) or similar applicable law exists, or to the Company's knowledge, is threatened with respect to the Company's or any of its Subsidiaries operations; (d) to the Company's knowledge, no officer of the Company or any of its Subsidiaries ("Employee") is a Subsidiary will party to any confidentiality, non-competition, proprietary rights or other such agreement between such Employee and any other Person besides the Company or any of its Subsidiaries, as applicable, that would be made available material to Buyer prior the performance of such Employee's employment duties, or the ability of the Company or Merger Sub to Closing. conduct their business, (be) Each there is no pending or, to the knowledge of the Company, threatened action, complaint, arbitration, proceeding or investigation against the Company Plan has been operated or any of its Subsidiaries by or before any court, governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employee, labor organization or other representative of employees of the Company or any of its Subsidiaries, (f) the Company and its Subsidiaries are in accordance compliance with its all applicable laws, agreements, and policies relating to employment of labor, employment practices and terms and the requirements conditions of ERISAemployment, the Codeincluding, but not limited to, all such laws relating to hours, wages, civil rights, safety and health, workers' compensation, and all the collection and payment of withholding and/or Social Security taxes and other applicable Lawssimilar taxes, except where the failure to have been so operated is such noncompliance would not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse Effect. (c) (i) Neither Effect on the Company, any Subsidiary(g) except as disclosed in the Company SEC Reports, any neither the Company Plan, any trust created thereunder nor any trustee of its Subsidiaries has closed any office, plant or administrator thereof has facility, effectuated any layoffs of employees or otherwise engaged in any transaction with act that would trigger the application of the WARN Act or any similar applicable law and none of the affected employees has suffered an "employment loss" (as defined in the WARN Act) since ninety days prior to the date hereof, or implemented any early retirement, separation or window program within the past year, nor has the Company or any ERISA Affiliate, any Company Plan, of its Subsidiaries planned or announced any such trustaction or program for the future, or any trustee or administrator thereofand (h) all salaries, or any party dealing with any Company Plan or any such trustwages and other benefits, which could result in a liability assessed pursuant to Section 409 or 502(i) bonuses and commissions of ERISA or a tax imposed pursuant to Section 4975 all directors, officers and employees of the Code; Company and (ii) the Companyits Subsidiaries have, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the extent due, been paid or discharged in full or are reflected as liabilities on the financial statements contained in the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)SEC Reports.

Employee Benefit Plans; Labor Matters. (a) A copy of Schedule 3.12(a) lists each (i) severance plan and agreement, retention plan, "employee benefit plan covered by plan" within the Employee Retirement Income Security Act meaning of 1974section 3(3) of ERISA, as amended ("ERISA")(and comparable foreign and all other employee benefit and compensation plans) (ii) each stock option plan , programs, policies or arrangements, including, without limitation, stock-based , bonus, incentive or other fringe benefit plans, consulting or other compensation agreements, deferred compensation arrangements, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, and (iii) each employment agreement life insurance that the Company maintains or to which the Company contributes or has an obligation to contribute or has any other liability with any officer respect to Company Employees or former Company Employees or directors of the Company or a Subsidiary will be made available to Buyer prior to Closingtheir beneficiaries (collectively, "Company Plans"). (b) With respect to each of the Company Plans, the Company has made available to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) any related trust agreement, annuity contract or other funding instrument; (ii) the most recent summary plan description, if any; (iii) the most recent annual Form 5500 and all schedules thereto, if any, and the most recent actuarial report, if any with respect to such Company Plans; and (iv) if such Company Plan is intended to be a qualified single employer plan under section 401(a) of the Code, the most recent favorable determination letter received from the Internal Revenue Service, if any. (i) Each Company Plan has been operated maintained, in all material respects, in accordance with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction compliance with the Company or any applicable provisions of law, including ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of and the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have has complied in all material respects with the health care continuation requirements of section 601, et seq. of ERISA to the extent applicable to it; (iii) except as set forth on Schedule 3.12, the Company has no obligations under any Company Plan to provide health benefits to former Company Employees except as specifically required by law; and (iv) all contributions required to have been made under any Company Plan or by law to any funds or trusts established thereunder or in connection therewith have been made, or the amount of such payment or contribution obligation has been reflected on the Balance Sheet. (d) Neither the Company nor any employer that would be considered to be a single employer with the Company under ERISA Section 404 4001(a)(14) has, within the last six years, maintained, contributed to, or had any obligation to contribute to, or has any liability (fixed or contingent) with respect to any "multiemployer plan" (as such term is defined in section 3(37) of ERISA) or any "defined benefit plan" (as such term is defined in section 3(35) of ERISA). (e) There are no pending, or to the Knowledge of the Company, threatened actions, claims or controversies which have been asserted or instituted against the Company Plans, the assets of any of the trusts under such plans or the plan sponsor or, to the Knowledge of the Company, any plan administrator or fiduciary of the Company Plans with respect to the operation of the Company Plans (other than routine benefit claims). (f) Each of the Company Plans intended to qualify under Section 401 of the Code (i) is the subject of an unrevoked favorable determination letter issued by the IRS, (ii) has remaining a period of time under the Code or applicable Treasure regulations or IRS pronouncement in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is a prototype plan that is permitted to rely on the opinion or advisory letter issued to the prototype plan sponsor. To the Knowledge of the Company, nothing has occurred with respect to the operation of any such Company Plans which could reasonably be expected to result in the loss of such qualification. (dg) Except as set forth on Schedule 3.12(g), neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any Company Employee or former Company Employee, (ii) increase any benefits otherwise payable under any Company Plan or (iii) result in the acceleration of the time of payment or vesting of any such benefits. (h) Schedule 3.12(h) sets forth a list of each collective bargaining agreement with any labor union representing Company Employees. There is no labor strike, dispute, slowdown, or stoppage pending or, to the Knowledge of the Company, threatened against the Company. No collective bargaining agreement is currently being negotiated and, to the Knowledge of the Company, no organizing effort is currently being made with respect to the Company Employees. The Company is and has been in material compliance with all applicable laws relating to employment practices, terms and conditions of employment (including termination of employment), wages, hours of work and occupational safety and health, and worker classification. The Company is in compliance with WARN and any similar state or local "mass layoff" or "plant closing" law. There is no unfair labor practice complaint pending or, to the Knowledge of the Company, threatened against the Company before the National Labor Relations Board.

Employee Benefit Plans; Labor Matters. (a) A copy Section 2.11(a) of each (i) the Disclosure Letter lists as of the date hereof all employee benefit plan covered by plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign “ERISA”)), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans) (ii) each stock option plan , programs or arrangements and (iii) each any current employment agreement with or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any officer employee or former employee of the Company or any trade or business (whether or not incorporated) that is a Subsidiary will be 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”), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, 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 Buyer prior Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the “IRS”) for each disclosed Employee Plan where such report is required and (ii) the documents and instruments governing each such Employee Plan (including where applicable, without limitation, the plan document, summary plan description or other summary, most recent actuarial report, and trust or other funding arrangement). No Employee Plan is subject to Closing. Title IV of ERISA or Section 412 of the Code. Neither the Company nor any ERISA Affiliate has incurred any material liability (bcontingent or otherwise) Each Company with respect to any such Employee Plan (other than with respect to contributions required thereunder); each Employee Plan has been operated maintained in all material respects in accordance with its terms and with ERISA and the requirements Code; and there has been no material violation of ERISA, any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “party in interest” (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (i) neither the Company, nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the knowledge of the Company, is there a basis for any such claim, and (ii) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the knowledge of the Company, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other Governmental Entity against such Employee Plan or the Company or any ERISA Affiliate. (b) Section 2.11(b) of the Disclosure Letter sets forth a list as of the date hereof of all other applicable Laws(i) employment agreements with officers of the Company or any ERISA Affiliate and (ii) agreements with consultants who are individuals obligating the Company or any ERISA Affiliate to make annual cash payments in an amount of Two Hundred Thousand Dollars ($200,000) or more and (iii) severance agreements, programs and policies of the Company with or relating to its employees, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports such programs and disclosures relating to the Company Plans policies required to be filed maintained by law. The Company has made available to Parent copies of all such agreements, plans, programs and other arrangements. (c) Except as otherwise provided in Section 4.13, there will be no payment, accrual of additional benefits, acceleration of payments or furnished vesting of any benefit under any Employee Plan or any other agreement or arrangement to which the Company or any ERISA Affiliate is a party, and no employee, officer or director of the Company 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) 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 as required by Section 4980B of the Code or similar state laws. The Company and its ERISA Affiliates have complied in all material respects with the provisions of Part 6 of Title I of ERISA and Sections 4980B, 9801, 9802, 9811 and 9812 of the Code. (e) There are no controversies relating to any governmental entityEmployee Plan or other labor matters pending or, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (i) Neither knowledge of the Company, threatened between the Company or any SubsidiaryERISA Affiliate and any of its employees, other than controversies that would not, individually or in the aggregate, result in any charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company Plan, or any trust created thereunder Subsidiary exceeding One Million Dollars ($1,000,000). Neither the Company nor any trustee ERISA Affiliate is a party to any collective bargaining agreement or administrator thereof other labor union contract applicable to persons employed by the Company or any ERISA Affiliate nor does the Company nor any ERISA Affiliate know of any activities or proceedings of any labor union to organize any such employees. No strikes, work stoppage, grievance, claim of unfair labor practice, or labor dispute against the Company or any ERISA Affiliate has engaged in any transaction with occurred, is pending or, to the knowledge of the Company or any ERISA Affiliate, threatened, and to the knowledge of the Company and its ERISA Affiliates there is no basis for any of the foregoing. To the knowledge of the Company Planand its ERISA Affiliates, there is no organizational activity being made or threatened by or on behalf of any such trustlabor union with respect to any employees of the Company or any ERISA Affiliate. (f) Neither the Company nor any of its ERISA Affiliates sponsors or has ever sponsored, maintained, contributed to, or incurred an obligation to contribute or incurred a liability (contingent or otherwise) with respect to any trustee or administrator thereof, or any party dealing with any Company Multiemployer Plan or any such trustto a Multiple Employer Plan. For these purposes, which could result in “Multiemployer Plan” means a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Companymultiemployer plan, the Subsidiaries, and all fiduciaries (as defined in Section 3(213(37) and 4001(a)(3) of ERISA, and “Multiple Employer Plan” means any Employee Benefit Plan sponsored by more than one employer, within the meaning of Sections 4063 or 4064 of ERISA or Section 413(c) of the Code. Neither the Company nor any of its ERISA Affiliates has, or reasonably could be expected to have, any liability under Title IV of ERISA with respect to the any other type of Employee Plan. The Company Planshas provided to Parent a written estimate of withdrawal liability, have complied in all material respects with Section 404 of ERISA. (d)if any, that would occur upon withdrawal from any Multiemployer Plan.

Employee Benefit Plans; Labor Matters. (a) A copy 5.8.1. Schedule 5.8.1 sets forth a true and complete list of each (i) all pension, profit-sharing, stock bonus, stock option, employment or severance agreements, deferred compensation plans, health, life, accident or disability plans, and any other agreement, arrangement, commitment or other employee benefit plan covered by (including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder ("ERISA")(and comparable foreign plans“ERISA”) (iithe “Benefit Plans”) each stock option plan and (iii) each employment agreement maintained with respect to Pinnacle, or with respect to which Pinnacle has, or may in the future have, any officer liability with respect to any current or former employee of the Company Pinnacle or a Subsidiary will be made available to Buyer prior to Closingtheir beneficiaries. CFT has no Benefit Plans. (b5.8.2. All Benefit Plans which constitute “employee benefit plans” within the meaning of Section 3(3) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA, (the “Plans”) are in substantial compliance with ERISA and the Internal Revenue Code (the “Code”). Each Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and all other applicable Laws, except where the failure to have been so operated is Sellers are not reasonably aware of any circumstances likely to result in the revocation or invalidity of any such favorable determination letter. Pinnacle has not engaged in a Material Adverse Effecttransaction with respect to any Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Pinnacle to a tax or penalty imposed by either the Code or ERISA. 5.8.3. All reports No event has occurred, and disclosures there exists no condition or set of circumstances in connection with which Pinnacle or any Benefit Plan could be, directly or indirectly, subject to any material liability under ERISA, the Code or any other law, regulation or governmental order. There is no material pending or threatened litigation relating to the Company Plans Benefit Plans. 5.8.4. With respect to each Benefit Plan, if applicable, there are no material unfunded benefit obligations that are not accounted for by reserves or otherwise properly footnoted in accordance with GAAP, applied on a consistent basis, on the financial statements of Pinnacle. 5.8.5. Except as set forth in Schedule 5.8.5, all contributions required to be filed or furnished to made under the terms of any governmental entity, participants or bene- ficiaries prior to of the Closing Date Benefit Plans have been timely made. No Plan has an “accumulated funding deficiency” (whether or will be filed not waived) within the meaning of Section 412 of the Code or furnished in a timely manner and in accordance in all respects with applicable Lawoutstanding funding waiver. No security has been required, except where within the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (imeaning of Section 401(a)(29) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) , as a result of the Company, adoption of any Plan amendment resulting in a significant underfunding of such Plan. 5.8.6. The consummation of the Subsidiaries, and all fiduciaries (as defined transactions contemplated by this Agreement will not result in Section 3(21) any liability of ERISA) Sellers with respect to any Benefit Plan. 5.8.7. Neither Pinnacle nor CFT is a party to any representation or labor contract with any trade union or employee representatives. Neither Pinnacle nor CFT has received any notice or threat of any strike or work interruption by any of its employees. At no time since its respective date of formation has Pinnacle or CFT experienced any threats of strikes, work stoppages or demands for collective bargaining by any union or labor organization or any other or other organization of employees, and grievances, disputes or controversies with any union or any other or any other organization of employees or any pending or threatened court or arbitration proceedings involving an employment grievance, dispute or controversy. Neither Pinnacle nor CFT is delinquent in payments due to any of its employees for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them to the Company Plansdate hereof or amounts required to be reimbursed to such employees. In the event of termination of the employment of any said employees, have complied neither Pinnacle nor CFT will, under any employment contract or other agreement, be liable to any of said employees for so-called “severance pay” or any other payments. Except as set forth on Schedule 5.8.7, each of Pinnacle and CFT is in compliance with all material respects with Section 404 federal, state, provincial, county, local and foreign laws and regulations respecting labor, employment, or wages and hours (including any record-keeping or other employment-related obligations). There is no unfair labor practice complaint against Pinnacle or CFT pending before the National Labor Relations Board or any comparable state, local or foreign agency. 5.8.8. Except as set forth in Schedule 5.8.8, to the best of ERISAeach Seller’s knowledge and belief, each employee of Pinnacle and CFT working in the United States is either a citizen of the United States or resident alien possessing a valid visa or work permit to be present and working in the United States. (d)Schedule 5.8.8 sets forth the name of each employee working in the United States or who either Pinnacle or CFT has committed or intends to engage as an employee in the United States who is not a United States citizen and the visa or work permit for each such employee to work or be present in the United States, the expiration date of such visa or work permit, and the status of any pending visa, work permit or “green card.” Schedule 5.8.8 also sets forth each employee’s current non-discretionary compensation.

Employee Benefit Plans; Labor Matters. (a) A copy Schedule 4.10(a) contains a true and complete list of each "EMPLOYEE BENEFIT PLAN" (iwithin the meaning of section 3(3) employee benefit plan covered by of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign ERISA"), including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs or policies, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), oral or written under which any employee or former employee of the Company or its subsidiaries has any present or future right to material benefits or under which the Company or its subsidiaries has any material present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "COMPANY PLANS". With respect to the Company Plans, except as set forth in Schedule 4.10(b) or the Current SEC Reports: (i) each Company Plan intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has occurred since the date of such letter that is reasonably likely to affect the qualified status of such Company Plan; (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing. (b) 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 of its subsidiaries has incurred any direct or indirect liability under, arising out of or by operation of Title IV of ERISA, in connection with the Codetermination of, or withdrawal from, any Company Plan or other retirement plan or arrangement and all other applicable Laws, except where the failure to have been so operated no fact or event exists that is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished give rise to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Lawliability, except where as would not, individually or in the failure to be so filed or furnished is not reasonably likely to aggregate, have a Material Adverse Effect. Except as set forth in Schedule 4.10(b) or the Current SEC Reports, the aggregate accumulated benefit obligations of each Company Plan subject to Title IV of ERISA (cas of the date of the most recent actuarial valuation prepared for such Company Plan) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation). (b) With respect to each Company Plan, the Company has made or will make available to Parent a current, accurate and complete copy (or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable: (i) Neither the Companymost recent determination letter, if applicable; (ii) any Subsidiarysummary plan description by the Company or its subsidiaries to their employees concerning the extent of the benefits provided under a Company Plan; and (iii) for the most recent year, if applicable, (A) the Form 5500 and attached schedules and (B) actuarial valuation reports. (c) With respect to any Company Plan, except as would not have a Material Adverse Effect, (i) no actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened and (ii) no written or, to the knowledge of the Company, oral communication has been received by the Company from any trust created thereunder governmental entity in respect of any Company Plan subject to Title IV of ERISA concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein. (d) Except as set forth in Schedule 4.10(d), no Company Plan exists that provides for the payments to any present or former employee of the Company or its subsidiaries of any amount of money or other property or accelerates or provides any other rights or benefits to any present or former employee of the Company or its subsidiaries, as a result of the transactions contemplated by this Agreement, whether or not such payment would constitute a parachute payment within the meaning of Code section 280G. (e) Neither the Company nor any trustee of its subsidiaries is a party to any collective bargaining or administrator thereof other labor union contracts or is the subject of any proceeding asserting that it or any subsidiary has engaged in any transaction with committed an unfair labor practice. There is no pending or, to the knowledge of the Company, threatened labor dispute, strike or work stoppage against the Company or any ERISA Affiliateof its subsidiaries which would interfere with the respective business activities of the Company or its subsidiaries. There is no action, suit, complaint, charge, arbitration, inquiry, proceeding, grievance or investigation by or before any court, government agency, administrative agency or commission brought by or on behalf of any employee, prospective employee, former employee, retiree or other representative of the Company's employees pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries other than any which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to or otherwise bound by, any Company Planconsent, any such trustdecree, or citation by any trustee government entity relating to employees or administrator thereofemployment practices. (f) Except as set forth on Schedule 4.10(f), neither the Company nor any of its subsidiaries sponsor, maintain or any party dealing with contribute to any Company Plan that provides post-retirement medical or life insurance benefits to any such trust, which could result in a liability assessed pursuant to Section 409 present or 502(i) of ERISA or a tax imposed pursuant to Section 4975 former employee of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)or its subsidiaries.

Employee Benefit Plans; Labor Matters. (ai) A copy Section 2.1(l)(i) of the Company Disclosure Schedule contains a true and complete list of each (ia) employee benefit plan covered by and any material policy, program or arrangement (including, without limitation, each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plans“ERISA”) and each employee benefit plan and any material policy, program or arrangement that is governed by the laws of any jurisdiction other than the United States) sponsored, maintained or contributed to by the Company or any of its Subsidiaries for the benefit of current or former employees, directors, consultants or independent contractors or with respect to which the Company or any of its Subsidiaries has any material liability, and (b) benefit arrangement or Contract between the Company or its Subsidiaries and any current or former employees, directors, consultants and independent contractors (which have or had an annual base compensation of more than $75,000), and with respect to each of (a) and (b) which sets forth any incentive, bonus, change in control, severance, redundancy payment, notice of termination of employment, relocation, employment and insurance provisions under which any such current or former employee, director, consultant or independent contractor of the Company or any of its Subsidiaries (the “Company Participants”) has any present or future right to material benefits (collectively, the “Company Benefit Plans”). (a) Each of the Company Benefit Plans has been maintained, funded, operated, and administered in compliance with applicable law, its governing plan document and, where applicable, any contractual commitments to participants including but not limited to ERISA and the Code, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect on the Company, (b) each of the Company Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the “IRS”) to such effect, has been timely amended to comply in all material respects with the provisions of the Tax legislation commonly referred to as “GUST” and “EGTRRA” and has been or will be submitted to the IRS for a determination letter that takes such amendments into account within the remedial amendment period specified by Section 401(b) of the Code, and the Company knows of no event that would cause the disqualification of any such Company Benefit Plan, (c) no Company Benefit Plan provides welfare or welfare-type benefits (whether or not insured) to Company Participants or their dependents or beneficiaries beyond the Company Participant’s termination of employment or termination of service of non-employees with the Company or any of its Subsidiaries, other than coverage mandated by applicable law or benefits the full cost of which is borne by the Company Participant (or his or her dependent or beneficiary), (d) no Company Benefit Plan or any other employee pension benefit plan that the Company, any Subsidiary or any other entity that, together with the Company or any Subsidiary, is treated as a single employer under Section 414 of the Code, maintains, contributes to or ever has maintained or contributed to (i) is a “multiemployer plan,” as such term is defined in Section 3(37) or 4001(a)(3) of ERISA, (ii) each stock option plan and is subject to Section 412 of the Code or Title IV of ERISA or (iii) is a defined benefit plan not covered by 2.1(l)(ii)(d)(ii) above, and neither the Company nor any of its Subsidiaries has any liability (contingent or otherwise) under Title IV of ERISA or similar applicable law on account of any such plan or otherwise, (e) neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any Company Benefit Plan which to the Company’s knowledge would subject such entity to either a civil penalty assessed pursuant to Sections 502(i) or 502(1) of ERISA or a Tax imposed pursuant to Section 4975 or 4976 of the Code, (f) except as disclosed in the Company SEC Reports, to the knowledge of the Company, there are no pending or threatened claims (other than routine claims for benefits, but including an individual participant’s claims under a Company health and welfare plan that, in the aggregate, exceeds or is likely to exceed $100,000) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto, nor has the Company or any of its Subsidiaries received notice of any threatened, actions or proceedings by any Governmental Entity, against or otherwise involving any Company Benefit Plan, (g) there are no uninsured liabilities with respect to any benefits or claims under any Company Benefit Plan, except as included as a liability in the financial statements included in the Company SEC Reports, (h) no event has occurred and no condition exists that to the Company’s knowledge would subject the Company or any of its Subsidiaries to any Tax, fine, lien, penalty or other liability with respect to any Company Benefit Plan imposed by ERISA or the Code or other applicable law, which would reasonably be expected to have a Material Adverse Effect on the Company, (i) any terminated Company Benefit Plan has been terminated in all material respects in accordance with applicable laws and all benefits under any such terminated plan have been paid in accordance with the terms of such Company Benefit Plan, (j) each employment U.S. (and, to the Company’s knowledge, foreign) Company Benefit Plan in the form as of the Closing Date may be amended or terminated at any time after the Closing Date without material liability to the Company other than for accrued benefits and costs of termination, (k) all material contributions or amounts payable by the Company or any of its Subsidiaries as of the Effective Time with respect to any Company Benefit Plan in respect of current or prior plan years which are required to be reflected in the Company’s financial statements in accordance with GAAP have been paid or accrued in accordance with GAAP, and (l) the Company has made available to Parent and the Merger Sub true and correct copies in all material respects of all Company Benefit Plans and benefit arrangements or contracts listed in Section 2.1(l)(i) of the Company Disclosure Schedule, together with all amendments thereto, and to the extent applicable, (i) all current summary plan descriptions; (ii) the most recent annual report on the IRS Form 5500-series, including any attachments thereto; (iii) the most recent accountant’s report, if any; and (iv) the most recent IRS determination letter. Except as provided pursuant to this Agreement or as disclosed on Section 2.1(1)(ii) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby shall (a) result in any payment becoming due to any Company Participant, (b) increase any benefits otherwise payable under any Company Benefit Plan, (c) result in any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan, (d) result in any forgiveness of indebtedness, (e) result in any obligations to fund benefits with respect to any current or former employees of the Company or any of its Subsidiaries or (f) violate the provisions of any agreement between a Company Participant and the Company or any of its Subsidiaries, except in each case where such payment, increase, acceleration, forgiveness, funding or violation would not reasonably be expected to have a Material Adverse Effect on the Company. (iii) (a) Neither the Company nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract and no collective bargaining agreement is being negotiated by the Company or any of its Subsidiaries and there are no labor or collective bargaining agreements that pertain to the employees of the Company or any of its Subsidiaries other than works councils required by statute, (b) there is no pending or to the knowledge of the Company, threatened labor dispute, strike, work stoppage, lockout or other labor controversy involving the Company or any of its Subsidiaries which may interfere with the respective business activities of the Company or any of its Subsidiaries, nor has the Company or any of its Subsidiaries experienced any such labor controversy within the past three years, (c) there is no union or similar organization currently certified, and there is no union representation question and no union or other organization activity that would be subject to the National Labor Relations Act (20 U.S.C. Section 151 et seq.) or similar applicable law exists, or to the Company’s knowledge, is threatened with respect to the Company’s or any of its Subsidiaries operations; (d) to the Company’s knowledge, no officer of the Company or any of its Subsidiaries (“Employee”) is a Subsidiary will party to any confidentiality, non-competition, proprietary rights or other such agreement between such Employee and any other Person besides the Company or any of its Subsidiaries, as applicable, that would be made available material to Buyer prior the performance of such Employee’s employment duties, or the ability of the Company or Merger Sub to Closing. conduct their business, (be) Each there is no pending or, to the knowledge of the Company, threatened action, complaint, arbitration, proceeding or investigation against the Company Plan has been operated or any of its Subsidiaries by or before any court, governmental agency, administrative agency, board, commission or arbitrator brought by or on behalf of any prospective, current or former employee, labor organization or other representative of employees of the Company or any of its Subsidiaries, (f) the Company and its Subsidiaries are in accordance compliance with its all applicable laws, agreements, and policies relating to employment of labor, employment practices and terms and the requirements conditions of ERISAemployment, the Codeincluding, but not limited to, all such laws relating to hours, wages, civil rights, safety and health, workers’ compensation, and all the collection and payment of withholding and/or Social Security taxes and other applicable Lawssimilar taxes, except where the failure to have been so operated is such noncompliance would not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely expected to have a Material Adverse Effect. (c) (i) Neither Effect on the Company, any Subsidiary(g) except as disclosed in the Company SEC Reports, any neither the Company Plan, any trust created thereunder nor any trustee of its Subsidiaries has closed any office, plant or administrator thereof has facility, effectuated any layoffs of employees or otherwise engaged in any transaction with act that would trigger the application of the WARN Act or any similar applicable law and none of the affected employees has suffered an “employment loss” (as defined in the WARN Act) since ninety days prior to the date hereof, or implemented any early retirement, separation or window program within the past year, nor has the Company or any ERISA Affiliate, any Company Plan, of its Subsidiaries planned or announced any such trustaction or program for the future, or any trustee or administrator thereofand (h) all salaries, or any party dealing with any Company Plan or any such trustwages and other benefits, which could result in a liability assessed pursuant to Section 409 or 502(i) bonuses and commissions of ERISA or a tax imposed pursuant to Section 4975 all directors, officers and employees of the Code; Company and (ii) the Companyits Subsidiaries have, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the extent due, been paid or discharged in full or are reflected as liabilities on the financial statements contained in the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)SEC Reports.

Employee Benefit Plans; Labor Matters. (a) A copy of each (i) employee benefit plan covered by the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plans) (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing. (b) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries beneficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c). (i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d).