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

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

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

Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except as set Set forth in Schedule 3.15(b) 3.10 to the Company Disclosure Schedule is a complete and correct list of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any all "employee benefit plan plans" (as such term is defined in The the Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”")), Section 3(sall plans or policies providing for "fringe benefits" (including but not limited to vacation, paid holidays, personal leave, employee discount, educational benefit or similar programs), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any each other retirement, pension, stock option, stock application rights, profit sharingbonus, incentive compensation, deferred compensation, savingsprofit sharing, thriftstock, vacation payseverance, severance payretirement, health, life, disability, group insurance, employment, stock option, stock purchase, stock appreciation right, supplemental unemployment, layoff, consulting, or any other employee compensation or benefit similar plan, agreement, practice, policy or arrangement, understanding (whether written or unwrittenoral, qualified or nonqualified, currently effective or terminated), and any trust, escrow or other agreement related thereto, which (a) is or has been established, maintained or contributed to by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has any liability, or (b) provides benefits, or describes policies or procedures applicable, to any officer, employee, director, former officer, former employee or former director of the Company or any ERISA Affiliate, or any dependent thereof, regardless of whether or not legally binding funded (each, an "Employee Plan," and collectively, the “OTE Benefit "Employee Plans”"). (b) No written or oral representations have been made to any employee or officer or former employee or officer of the Company or its subsidiaries promising or guaranteeing any coverage under any employee welfare plan for any period of time beyond the end of the current plan year (except to the extent of coverage required under Code Section 4980B). As Except as described in Schedule 3.10(b) of the date of this Agreement, except as would not have an OTE Material Adverse EffectCompany Disclosure Schedule, the material OTE Benefit Plans maintained consummation of the transactions contemplated by OTE this Agreement will not accelerate the time of payment or any member of its ERISA Groupvesting, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, increase the amount of compensation (including ERISA and the Code. Schedule 3.15(bamounts due under Employee Plans) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject due to any liability under the terms employee, officer, former employee or former officer of the OTE Benefit Plans, ERISA, the CodeCompany, or any other applicable Law that would have an OTE Material Adverse Effectits subsidiaries. (c) Except as otherwise set forth on Schedule 3.15(cWith respect to each Employee Plan, the Company has made available to Buyer true, correct and complete copies of (i) the plan documents and summary plan description; (ii) the most recent determination letter received from the Internal Revenue Service; (iii) the annual reports required to be filed for the three most recent plan years of the OTE Scheduleseach such Employee Plan; (iv) all related trust agreements, neither OTE nor any member of its ERISA group contributes insurance contracts or has an obligation to contribute toother funding agreements which implement such Employee Plan; and (v) all other documents, has not within five years prior to the date of this Agreement contributed records or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISAother materials related thereto reasonably requested by Buyer. (d) The Management Consulting & Research, Inc. Profit Sharing Plan and the ESOP (a) are the only employee pension benefit plans maintained by the Company or any ERISA Affiliate; and (b) meet the qualification requirements of the Code in form and operation, and each such plan, and each trust (if any) forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the qualification under the Code of such plan and the tax-exempt status of such related trust, and nothing has occurred since the date of such determination letter that may adversely affect the qualification of such plan or the tax-exempt status of such related trust. All Employee Plans purporting to qualify for special tax treatment under any provision of the Code, including, without limitation, Code Sections 79, 105, 106, 125, 127, 129, 132, 421 or 501(c)(9) meet the requirement of such sections in form and in operation. All reports, returns or filings required by any Governmental Entity have been timely filed in accordance with all applicable requirements. (e) No condition exists that would subject the Company, any ERISA Affiliate or Parent to any excise Tax, penalty tax or fine related to any Employee Plan. No prohibited transactions, as defined by Section 406 of ERISA or Section 4975 of the Code, have occurred with respect to any of the Employee Plans and there is no liability for Taxes with respect to prohibited transactions under Section 4975 of the Code. Neither OTE the Company nor any member ERISA Affiliate has engaged in any transaction in connection with which the Company, any ERISA Affiliate or Parent could be subjected to a criminal or civil penalty under ERISA. No condition exists which would constitute grounds for involuntary termination of any of the Employee Plans under Section 4042 of ERISA, and except as set forth on Schedule 3.10 of the Company Disclosure Schedule, there have been no reportable events as defined in Section 4043(b) of ERISA (other than events for which the 30-day notice have been waived by the Pension Benefit Guaranty Corporation), with respect to any Employee Plan that is a pension benefit plan. (f) All excess contributions, if any (together with any income allocable thereto), have been distributed (or, if forfeitable, forfeited) before the close of the first two and one half (2 1/2) months of the following plan year for all plan years prior to the plan year ending February 2000; and there is no liability for excise Tax under Section 4979 of the Code with respect to such excess contributions, if any, for any Employee Plan. There is no liability for Taxes with respect to: (i) an accumulated funding deficiency under Section 4971 of the Code; and/or (ii) nondeductible contributions under Section 4972 of the Code. (g) No Employee Plan provides for retiree medical or retiree life insurance benefits for former employees of the Company or any ERISA Affiliate and there is no liability for Taxes with respect to disqualified benefits under Section 4976 of the Code. No Employee Plan that is a pension benefit plan has been terminated by the Company or any ERISA Affiliate except as set forth on Schedule 3.10 of the Company Disclosure Schedule; there is no liability for Taxes with respect to a reversion of qualified plan assets under Section 4980 of the Code; and each terminated Employee Plan that is a pension benefit plan has completed final distribution of its assets in accordance with both the terms of the Employee Plan and such termination. (h) There have been no failures to comply with the continuation coverage provisions required by Sections 601-608 of ERISA group and Section 4980B of the Code under any Employee Plan. (i) There are no Employee Plans that are required to comply with the provisions of any foreign law. (j) There are no agreements which will or may provide payments which will not be deductible under Code Section 280G. (k) There is no Employee Plan that is subject to Part 3 of Title I of ERISA or Title IV of ERISA; each Employee Plan has been operated in all respects in compliance with ERISA, the Code and all other applicable Laws; none of the Employee Plans is a "multiple employer plan" or "multiemployer plan" (as described or defined in ERISA or the Code), nor has the Company or any ERISA Affiliate ever contributed or been required to contribute to any such plan; there are no material unfunded liabilities existing under any Employee Plans, and each Employee Plan could be terminated as of the Closing Date without any material liability to the Parent, the Company or any ERISA Affiliate. (l) There are no actions, suits, claims, audits, or investigations pending or, to the knowledge of the Company, threatened against, or with respect to, any of the Employee Plans, any trust which serves as a funding medium for any of the Employee Plans or their respective assets; and all contributions required to be made to the Employee Plans have been made timely. (m) All employees of the Company and its subsidiaries are terminable at the will of the Company, and neither the Company, nor any present or former director, or officer, employee or agent of the Company has made any binding commitments of the Company or any of its subsidiaries, written or verbal, to any present or former director, officer, agent or employee concerning his term, condition, benefits or employment other than as set forth in Schedule 3.10. (n) Neither the Company nor any of its subsidiaries is a party to any collective bargaining or other labor union contractscontract. No collective bargaining agreement is being negotiated by OTEthe Company or any of its subsidiaries. The Company and its subsidiaries are in compliance in all material respects with all applicable laws respecting employment, employment practices and wages and hours. There is no pending or or, to the knowledge of the Company, threatened labor dispute, strike, strike or work stoppage against OTE the Company or any of its subsidiaries that which may interfere with OTE’s the respective business activities. None activities of OTE the Company or any of its subsidiaries. None of the Company, its subsidiaries or any of their respective representatives or employees has committed any unfair labor practices in connection with the operation of OTE’s businessthe respective businesses of the Company or its subsidiaries, and there is no pending or or, to the knowledge of the Company, threatened charge or complaint against OTE the Company or any of its subsidiaries by the National Labor Relations Board or any comparable state agency. (eo) With respect to each OTE Benefit Plan that Neither the Company nor any of its subsidiaries is a “group health plan” within the meaning of Section 5000(bparty to or is bound by any severance agreements, programs, policies, plans or arrangements, whether or not written. Schedule 3.10(o) of the Code, each such OTE Benefit Plan compliesCompany Disclosure Schedule sets forth, and the Company has compliedprovided to Parent true and correct copies of, (i) all employment agreements with officers or employees of the Company or its subsidiaries; (ii) all agreements with consultants of the Company or its subsidiaries obligating the Company or any subsidiary to make annual cash payments in an amount exceeding $50,000; and (iii) all noncompetition agreements with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 Company or its subsidiaries. (p) Except as set forth on Schedule 3.10(p) of the CodeCompany Disclosure Schedule, except when since February 28, 1999, there has been no increase in compensation payable or to become payable to any directors, officers or employees of the failure Company or any of its subsidiaries other than increases in the ordinary course of business after the date hereof with respect to so comply would employees who are not have an OTE Material Adverse Effectofficers or directors.

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

Employee Benefit Plans; Labor Matters. (ai) OTE is not bound by or subject With respect to each employee benefit plan, program, arrangement and contract (and none of its operations is bound by or subject to) including, without limitation, any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and "employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will. (b) Except benefit plan," as set forth defined in Schedule 3.15(bSection 3(3) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 1974, as amended (“"ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, ") and any other retirementbonus, pensiondeferred ----- compensation, stock bonus, stock purchase, restricted stock, stock option, stock application rightsemployment, profit sharingtermination, incentive compensationchange in control and severance plan, deferred compensationprogram, savingsarrangement and contract), thriftto which the Company or any of the Company Subs is a party, vacation pay, severance paywhich is maintained or contributed to by the Company or any of the Company Subs, or other employee compensation with respect to which the Company or benefit planany of the Company Subs could incur material liability under Section 4069, agreement, practice, 4201 or arrangement, whether written or unwritten, whether or not legally binding 4212(c) of ERISA (collectivelythe "Company Benefit Plans"), the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE Company has or may have made --------------------- available to Parent a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies copy of which such Company Benefit Plan. (ii) Each of the Company Benefit Plans that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA and that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS, and the Company is not aware of any circumstances likely to result in the revocation of any such favorable determination letter that could reasonably be expected to have been furnished to TetriDyn. a Material Adverse Effect on the Company. (iii) With respect to the OTE Company Benefit Plans, no event has occurredoccurred and, and to OTE’s knowledgethe knowledge of the Company, there exists no condition or set of circumstances, circumstances in connection with which OTE the Company or any member of its ERISA group the Company Subs could be subject to any liability under the terms of the OTE such Company Benefit Plans, ERISA, the Code, Code or any other applicable Law that would law which, individually or in the aggregate, could reasonably be expected to have an OTE a Material Adverse EffectEffect on the Company. (civ) Except as otherwise set forth on Schedule 3.15(c) Neither the Company nor any of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group Company Subs is or has ever been a party to any collective bargaining or other labor union contracts. No contracts and no collective bargaining agreement is being negotiated by OTEthe Company or any of the Company Subs. There is no pending or threatened labor dispute, strike, strike or work stoppage against OTE the Company or any of its subsidiaries that the Company Subs which may interfere with OTE’s the respective business activities. None activities of OTE the Company or any of its representatives the Company Subs, except where such dispute, strike or employees has committed any unfair labor practices in connection with work stoppage could not reasonably be expected to have a Material Adverse Effect on the operation of OTE’s business, and there Company. There is no pending or threatened charge or complaint against OTE the Company or any of the Company Subs by the National Labor Relations Board or any comparable state agency. (e) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b) of the Code, each such OTE Benefit Plan complies, and has complied, with the requirements of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Code, except when the failure where such unfair labor practice, charge or complaint could not reasonably be expected to so comply would not have an OTE a Material Adverse EffectEffect on the Company.

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

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

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

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

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

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

Employee Benefit Plans; Labor Matters. (a) OTE Set forth in Schedule 4.13(a) is a true and complete list of each of the following maintained by the Company, any Subsidiary or any ERISA Affiliate, or with respect to which the Company, any Subsidiary or any ERISA Affiliate is or will be required to make any payment, or which provides or will provide benefits to present or prior employees of the Company, any Subsidiary or any ERISA Affiliate due to such employment (the "Company Plans"): (i) each "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) ("Pension Plan"), (ii) each "employee welfare benefit plan" (as such term is defined in Section 3(1) of ERISA) and (iii) each employee benefit plan, program or arrangement that is not bound by or subject to (and none ERISA, including without limitation any retirement, savings, profit sharing, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, or other welfare, benefit or fringe benefit plan, policy, trust, understanding or arrangement of its operations is bound by or subject to) any kind, whether written or oral. Except for the Mid-Plains Telephone, express Inc. Retirement Plan, which was terminated in compliance with ERISA and the Code and for which all benefit obligations and expenses were paid in full, none of the Company, any Subsidiary or implied, contract, commitmentany ERISA Affiliate currently maintains or is required to contribute to or make any payments in respect of, or arrangement has at any time maintained or been required to contribute to or make any payments in respect of, (i) any Pension Plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (ii) any "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) ("Multiemployer Plan"). (b) With respect to the Company Plans, except as set forth in Schedule 4.13(b) or the Company SEC Reports and except as would not individually or in the aggregate have a Company Material Adverse Effect: (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 Company Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (iii) none of the Company, any labor unionof its Subsidiaries, or any ERISA Affiliate has incurred or expects to incur 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 no labor union has requested or, fact or event exists that is reasonably likely to OTE’s knowledge, has sought give rise to represent any of OTE’s employees, representatives, or agents. There such liability; (iv) there is no strike or other labor dispute involving OTE pending or, to OTE’s knowledgethe knowledge of the Company, threatened that could have an OTE Material Adverse Effectclaim, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer suit or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment grievance in respect of any of the foregoing. The employment Company Plans other than claims for benefits in the ordinary course of each officer business; and employee (v) all material contributions, reserves or premium payments for the Company Plans accrued to the date of OTEthis Agreement have been made or provided for. (c) Except as to Multiemployer Plans (as to which this representation and warranty is made only to the knowledge of the Company), none of the Company, any Subsidiary or, to the best knowledge of OTE’s knowledgethe Company, is terminable at OTE’s willany other "disqualified person" (within the meaning of Section 4975 of the Code) or "party in interest" (within the meaning of Section 3(14) of ERISA) has taken any action with respect to any Company Plan that could subject any such plan (or its related trust), the Company or any Subsidiary or any officer, director or employee of any of the foregoing to a material penalty or tax under Section 502(i) or Section 502(l) of ERISA or Section 4975 of the Code. (bd) Except as set forth in Schedule 3.15(b4.13(d), neither the Company nor any Subsidiary maintains or contributes to any employee welfare benefit plan which provides benefits to employees after termination of employment other than as required by Part 6 of Title I of ERISA. Any employee welfare benefit plan set forth in Schedule 4.13(d) as described in the previous sentence can be amended or terminated at any time in the future. (e) Except as set forth in Schedule 4.13(e) and except as would not individually or in the aggregate reasonably likely have a Company Material Adverse Effect, (i) the Company and the Subsidiaries have complied in all material respects with all applicable laws, rules and regulations which relate to wages, hours, discrimination in employment and collective bargaining and are not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the OTE Schedulesforegoing and (ii) there is no pending or, OTE does not maintainto the knowledge of the Company, and has not contributed during threatened claim, suit, arbitration, grievance or investigation regarding employment matters against the past five years to, Company or any employee benefit plan (Subsidiary. Except as such term is defined set forth in The Employee Retirement Income Security Act of 1974 (“ERISA”Schedule 4.13(e), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As as of the date of this Agreement, except as would not have an OTE Material Adverse Effect(x) there is no unsatisfied award, judgment or other final resolution of a dispute regarding employment matters against the material OTE Benefit Plans maintained by OTE Company or any member Subsidiary that requires continuing compliance therewith or that individually or in the aggregate constitutes a material liability or (y) neither the Company nor any of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group Subsidiaries is or has ever been a party to any collective bargaining or other labor union contracts. No collective bargaining agreement is being negotiated by OTE. There As of the date of this Agreement, there is no pending or or, to the knowledge of the Company, threatened labor dispute, strike, strike or work stoppage against OTE the Company or any of its subsidiaries that may Subsidiaries which would interfere with OTE’s the respective business activities. None activities of OTE the Company or any its Subsidiaries, except where such dispute, strike or work stoppage would not have a Company Material Adverse Effect and, to the knowledge of its representatives or employees has committed any unfair labor practices in connection with the operation Company as of OTE’s businessthe date of this Agreement, and there is no pending or threatened charge union organizing or complaint against OTE by election activities involving any non-union employees of the National Labor Relations Board Company or any comparable state agencySubsidiary. (ef) With respect to each OTE Benefit Plan that As used herein, "ERISA Affiliate" shall mean (i) any corporation which at any time on or before the Effective Time is or was a “member of the same controlled group health plan” of corporations (within the meaning of Section 5000(b414(b) of the Code) as the Company; (ii) any partnership, each such OTE Benefit Plan complies, and has complied, with trade or business (whether or not incorporated) which at any time on or before the requirements Effective Time is or was under common control (within the meaning of Part 6 of Title I of ERISA and Sections 4980B and 5000 Section 414(c) of the Code) with the Company; and (iii) any entity which at any time on or before the Effective Time is or was a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as either the Company, except when the failure to so comply would not have an OTE Material Adverse Effectany corporation described in clause (i) of this paragraph or any partnership, trade or business described in clause (ii) of this paragraph.

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

Employee Benefit Plans; Labor Matters. (a) OTE Schedule 3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, stock option, stock purchase, stock appreciation right, restricted stock, phantom stock, incentive, deferred compensation, disability or life insurance, retiree medical, cafeteria benefit, dependent care, director or employee loan, fringe benefit, sabbatical, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements (whether in writing or not) to which the Company is a party, with respect to which the Company has any obligation or which are maintained, contributed to or sponsored by the Company for the benefit of any current or former employee, officer or director of the Company, (ii) each employee benefit plan for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company could incur liability under Section 4212(c) of ERISA, and (iv) any employment agreements, offer letters or other contracts, arrangements or understandings between the Company and any employee of the Company (whether in writing or not) including, without limitation, any contracts, arrangements or understandings relating to a sale of the Company (each, a “Plan,” and collectively, the “Plans”). (b) Each Plan is in writing and the Company has furnished Parent with a true and complete copy of each Plan (or a written summary where the Plan is not bound in writing) and a true and complete copy of each material document, if any, prepared in connection with each such Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the three (3) most recent annual reports (Form 5500 series and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Plan, (iv) the most recently received Internal Revenue Service determination letter for each Plan intended to qualify under ERISA or the Code, (v) the most recently prepared financial statement in connection with each such Plan, (vi) any correspondence with the Internal Revenue Service or the Department of Labor with respect to each such Plan and (vii) each form of notice of grant and stock option agreement used to document Company Options. The Company does not have an express or implied commitment, whether legally enforceable or not, (x) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement, (y) to enter into any contract or agreement to provide compensation or benefits to any individual, or (z) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (c) None of the Plans is subject to (and none Title IV of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agentsERISA. There is no strike other entity or business that is treated (or has been treated in the past six years) as a single employer with the Company within the meaning of Sections 414(b), (c), (m) or (o) of the Code. Each Plan is subject only to the Laws of the United States or a political subdivision thereof. (d) None of the Plans provides for the payment of separation, severance, termination or similar benefits to any person or obligates the Company to pay separation, severance, termination or similar-type benefits solely or partially as a result of any transaction contemplated by this Agreement or as a result of a “change in ownership or control,” within the meaning of such term under Section 280G of the Code. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, either alone or together with another event, will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute, forgiveness of indebtedness or otherwise) becoming due under any Plan, whether or not such payment is contingent, (ii) increase any benefits otherwise payable under any Plan or other labor dispute involving OTE arrangement, (iii) result in the acceleration of the time of payment, vesting or funding of any benefits including, but not limited to, the acceleration of the vesting and exercisability of any Company Option, whether or not contingent, or (iv) affect in any material respects any Plan’s current treatment under any Laws including any Tax or social contribution Law. No Plan provides, or reflects or represents any liability to provide, retiree health, retiree disability, or retiree life insurance benefits to any person for any reason, except as may be required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any employee (either individually or to employees as a group) or any other person that such employee or other person would be provided with retiree health, retiree disability, or retiree life insurance benefits, except to the extent required by statute. (e) Each Plan is now and always has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws, regulations and rules promulgated thereunder including, without limitation, ERISA and the Code. The Company has performed all obligations required to be performed by it under, is not in any respect in default under or in violation of, and has no knowledge of any default or violation by any party to, any Plan. No action, claim or proceeding is pending or, to OTE’s knowledgethe knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could have give rise to any such action, claim or proceeding. Neither the Company nor any person that is a member of the same controlled group as the Company or under common control with the Company within the meaning of Section 414 of the Code (each, an OTE Material Adverse Effect“ERISA Affiliate”) is subject to any penalty or Tax with respect to any Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. Each Plan can be amended, terminated or otherwise discontinued at any time without material liability to Parent, the Company or any of their ERISA Affiliates (other than ordinary administration expenses). Neither the Company nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that affiliate has, prior to the Effective Time and in any officer or key employeematerial respect, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of violated any of the foregoing. The employment health care continuation requirements of COBRA, the requirements of the Family Medical Leave Act of 1993, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women’s Health and Cancer Rights Act of 1998, the requirements of the Newborns’ and Mothers’ Health Protection Act of 1996, or any amendment to each officer and employee such act, or any similar provisions of OTE, state Law applicable to the best of OTE’s knowledge, is terminable at OTE’s willits employees. (bf) Each Plan intended to qualify under Section 401(a) or Section 401(k) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has received a favorable determination, opinion, notification or advisory letter from the Internal Revenue Service with respect to each such Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, and no fact or event has occurred since the date of such determination letter or letters from the Internal Revenue Service to adversely affect the qualified status of any such Plan or the exempt status of any such trust, or (ii) has remaining a period of time under applicable Treasury regulations or Internal Revenue Service pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Plan. (g) The Company has not, since January 1, 1998, terminated, suspended, discontinued contributions to or withdrawn from any employee pension benefit plan, as defined in Section 3(2) of ERISA, including, without limitation, any Multi-employer Plan. All contributions, premiums or payments required to be made or accrued with respect to any Plan have been made on or before their due dates. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Entity and no fact or event exists which could give rise to any such challenge or disallowance. (h) Except as set forth in Schedule 3.15(bSection 3.11(i) of the OTE SchedulesCompany Disclosure Schedule, OTE does (i) the Company is not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect. (c) Except as otherwise set forth on Schedule 3.15(c) of the OTE Schedules, neither OTE nor any member of its ERISA group contributes or has an obligation to contribute to, has not within five years prior to the date of this Agreement contributed or had an obligation to contribute to, or has any secondary liability under ERISA Section 4204 to, a multiemployer plan within the meaning of Section 3(37) of ERISA. (d) Neither OTE nor any member of its ERISA group is or has ever been a party to any collective bargaining agreement or other labor union contracts. No collective bargaining agreement is being negotiated contract applicable to persons employed by OTE. There is no pending the Company or threatened labor dispute, strike, or work stoppage against OTE or any of its subsidiaries that may interfere with OTE’s business activities. None of OTE or any of its representatives or employees has committed any unfair labor practices in connection with the operation of OTECompany’s business, and currently there is are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit that could affect the Company; (ii) there are no controversies, strikes, slowdowns or work stoppages pending or, to the best knowledge of the Company after due inquiry, threatened between the Company and any of its employees, and the Company has not experienced any such controversy, strike, slowdown or threatened charge work stoppage within the past three years; (iii) the Company has not breached or complaint otherwise failed to comply with the provisions of any collective bargaining or union contract and there are no grievances outstanding against OTE by the Company under any such agreement or contract; (iv) the Company has not engaged in any unfair labor practice, and there are no unfair labor practice complaints pending against the Company before the National Labor Relations Board or any comparable state agencyother Governmental Entity or any current union representation questions involving employees of the Company; (v) the Company is currently in compliance with all applicable Laws relating to the employment of labor, including those related to wages, hours, worker classification (including the proper classification of independent contractors and consultants), collective bargaining, workers’ compensation and the payment and withholding of Taxes and other sums as required by the appropriate Governmental Entity and has withheld and paid to the appropriate Governmental Entity or is holding for payment not yet due to such Governmental Entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing; (vi) the Company has paid in full to all employees or adequately accrued for in accordance with U.S. GAAP consistently applied all wages, salaries, commissions, bonuses, benefits and other compensation due to or on behalf of such employees; (vii) there is no claim with respect to payment of wages, salary, overtime pay, workers compensation benefits or disability benefits that has been asserted or threatened against the Company or that is now pending before any Governmental Entity with respect to any person currently or formerly employed by the Company; (viii) the Company is not a party to, or otherwise bound by, any consent decree with, or citation by, any Governmental Entity relating to employees or employment practices; (ix) the Company is in compliance with all Laws and regulations relating to occupational safety and health Laws and regulations, and there is no charge or proceeding with respect to a violation of any occupational safety or health standards that has been asserted or is now pending or threatened with respect to the Company; (x) the Company is in compliance with all Laws and regulations relating to discrimination in employment, and there is no charge of discrimination in employment or employment practices for any reason, including, without limitation, age, gender, race, religion or other legally protected category, which has been asserted or, to the knowledge of the Company, threatened against the Company or that is now pending before the United States Equal Employment Opportunity Commission or any other Governmental Entity; and (xi) each employee of the Company who is located in the United States and is not a United States citizen has all approvals, authorizations and papers necessary to work in the United States in accordance with applicable Law. (ei) With respect to each OTE Benefit Plan that is a “group health plan” within the meaning of Section 5000(b3.11(i) of the CodeCompany Disclosure Schedule contains a true and complete list of (i) all individuals who serve as employees of or consultants to the Company as of the date hereof, (ii) in the case of each employee, the position and base compensation payable to such individual, and (iii) in the case of each such OTE Benefit Plan compliesconsultant, and the consulting rate payable to such individual. (j) To the Company’s knowledge, no employee of or consultant to the Company has complied, with been injured in the requirements workplace or in the course of Part 6 of Title I of ERISA and Sections 4980B and 5000 of the Codehis or her employment or consultancy, except when the failure to so comply would not have an OTE Material Adverse Effectfor injuries which are covered by insurance or for which a claim has been made under worker’s compensation or similar Laws.