Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a) iPrint has set forth in the iPrint Disclosure Schedule a complete and accurate list of the Parent Disclosure Schedules lists as of the date of this Agreementeach plan, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesprogram, (i) all employee benefit plans within the meaning of Section 3(3) of ERISApolicy, (ii) each loan from Parentpractice, any Parent Subsidiary contract, agreement or any such ERISA Affiliate to an employee in excess of $5,000other arrangement providing for employment, (iii) all compensation, retirement, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocationfringe benefits, cafeteria benefit (Section 125 of the Code)benefits, dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsother benefits, whether written or oralunwritten, qualified including, without limitation, each "employee benefit plan" within the meaning of Section 3(3) of ERISA which is or nonqualifiedhas been sponsored, funded maintained, contributed to, or unfundedrequired to be contributed to by iPrint, currently effective any subsidiary of iPrint and, with respect to any such plans which are subject to Code Section 401(a), any trade or terminatedbusiness (whether or not incorporated) which is or, at any relevant time, was treated as a single employer with iPrint within the meaning of Section 414(b), (vc),(m) other fringe or employee benefit plans(o) of the Code, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (via "iPrint ERISA Affiliate") any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof any ---------------------- person who performs or who has performed services for iPrint or with respect to which iPrint, any subsidiary, or relating toiPrint ERISA Affiliate has or may have any liability (including, any present without limitation, contingent liability) or former director, officer, employee, or consultant obligation (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit iPrint Employee Plans"). Parent --------------------- (b) Documents. iPrint has no liability with respect furnished to any plan, arrangement or practice Wood true and complete --------- copies of documents embodying each of the type described in iPrint Employee Plans and related plan documents, including (without limitation) the preceding sentence other than the Parent Benefit Plans. Parent has notmost recent determination or opinion letter, since July 30trust documents, 2002group annuity contracts, extended creditplan amendments, arranged insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, summary of material modifications, compliance and nondiscrimination tests for the extension of creditlast three plan years, or renewedForm 5500 reports filed for the last three plan years, modified or forgiven an extension of credit made prior to such datestandard COBRA forms and related notices, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentand registration statements and prospectuses.

Employee Benefit Plans. (a) Section 5.10(a4.10(a) of the Parent Company Disclosure Schedules lists as of the date of this Agreement, with respect to Parent the Company and the Parent Company Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, (ii) each loan from Parentthe Company, any Parent Company Subsidiary or any such ERISA Affiliate to an employee in excess of $5,00010,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent the Company or any Parent Company Subsidiary of greater than $5,000 10,000 remain thereunder) of Parent the Company or any Parent Company Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Company Benefit Plans"). Parent The Company has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Company Benefit Plans. Parent The Company has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentthe Company.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria severance or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of, or any current or former consultant to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary 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 or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) all bonusany contracts, pensionarrangements or understandings between the Company or any Subsidiary and any employee of the Company or any Subsidiary including, profit sharingwithout limitation, savingsany contracts, retirementarrangements or understandings relating in any way to a sale of the Company or any Subsidiary (collectively, deferred compensation the “Plans”). Each Plan is in writing and the Company has furnished to Purchaser a true and complete copy of each Plan and has delivered to Purchaser 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 incentive plansother funding arrangement, programs or arrangements(ii) each summary plan description and summary of material modifications, whether written or oral(iii) the most recently filed Internal Revenue Service (“IRS”) Form 5500, qualified or nonqualifiedif any, funded or unfunded(iv) the most recently received IRS determination letter for each such Plan that is intended to qualify under Section 401(a) of the Code, currently effective or terminated, and (v) other fringe the most recently prepared actuarial report and financial statement in connection with each such Plan. Neither the Company nor any Subsidiary has any express or employee benefit plansimplied commitment, programs whether legally enforceable or arrangements that apply to senior management and that do not generally apply to all employeesnot, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next precedingto create, collectively, the "Parent Benefit Plans"). Parent has no incur liability with respect to or cause to exist any other employee benefit plan, arrangement program or practice of the type described in the preceding sentence arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(a4.12(a) of the Parent Company Disclosure Schedules lists as Schedule contains a true and complete list of the date of this Agreementeach deferred compensation and each bonus or other incentive compensation, with respect to Parent stock purchase, stock option and the Parent Subsidiaries other equity compensation or ownership plan, program, agreement or arrangement, each severance or termination pay, medical, surgical, hospitalization, life insurance and their respective ERISA Affiliatesother "welfare" plan, fund or program (i) all employee benefit plans within the meaning of Section 3(33(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, retention, 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 incorporated (an "ERISA Affiliate"), that, together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such to which the Company or an ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsis party, whether written or oral, qualified for the benefit of any employee or nonqualifieddirector or former employee or director (or any of their respective beneficiaries), funded of the Company or unfundedany of its Subsidiaries (the "Company Benefit Plans"). With respect to each Company Benefit Plan, currently effective the Company has delivered or terminatedmade available to Parent a true and correct copy of each of the following documents: (i) the two most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), if required under ERISA, (ii) a copy of the Company Benefit Plan and any material amendments thereto, (iii) each trust agreement, insurance contract or other funding vehicle relating to such Company Benefit Plan, (iv) the most recent summary plan description for each Company Benefit Plan for which a summary plan description is required, (v) other fringe the most recent actuarial report or employee benefit plansvaluation relating to a Company Benefit Plan subject to Title IV of ERISA, programs or arrangements that apply to senior management and that do not generally apply to all employeesif any, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severancethe most recent determination letter, acceleration or post-termination benefits)if any, compensation agreements or severance agreements, written or otherwise, for issued by the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability IRS with respect to any plan, arrangement Company Benefit Plan intended to qualify under Section 401(a) or practice 501(c) of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(a3.16(a) of the Parent Company Disclosure Schedules Letter lists each “benefit plan” (as of hereinafter defined) (i) that is maintained, contributed (or required to be contributed) to, or sponsored by the date of this AgreementCompany or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a party, or (iii) with respect to Parent and which the Parent Subsidiaries and their respective Company or any Company Subsidiary has any liability, including any contingent liability (collectively, the “Plans”). For purposes of the preceding sentence, a “benefit plan” is any of the following that benefits or is intended to benefit any current or former employee, director, consultant or independent contractor of the Company or any ERISA AffiliatesAffiliate (as defined in Section 3.16(b)), or the beneficiaries or dependents of any such Person: (iA) all an “employee benefit plans within the meaning of plan” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (B) a stock bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, restricted stock unit, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; (C) any material incentive, bonus, deferred compensation, welfare-benefit, retiree medical or life insurance, retirement, supplemental retirement, severancetermination, salary continuation, sabbaticalseverance, change in control, or any fringe benefit or other similar employee relocationbenefit plan, cafeteria benefit (Section 125 of the Code)policy, dependent care (Section 129 of the Code)program, life insurance agreement or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsarrangement, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedunwritten, (vD) an employment, consulting, severance or other fringe similar agreement. With respect to each Plan, the Company has made available to Parent a true and complete copy of each of the following, together with all amendments: (1) the documents embodying the Plan or, where a Plan has not been reduced to writing, a written summary of all material Plan terms, (2) in the case of any funded Plan, the trust agreement or employee benefit planssimilar instrument, programs (3) for each Plan subject to the requirement that annual reports be filed on a Form 5500, the three most recently filed annual reports, with schedules, financial statements and auditor’s opinion attached, if applicable, (4) in the case of each Company Stock Plan, form agreements evidencing outstanding Company Options, Company Restricted Stock, Time-Vested DSUs and Performance-Vested DSUs (and, in each case, if individual agreements deviate in any material respect from the form, the individual agreements), (5) in the case of each Plan intended to be qualified under Section 401(a) of the Code, the most recent Internal Revenue Service (“IRS”) determination or arrangements that apply opinion letter applicable to senior the Plan (plus, if a request for a determination letter is pending, a copy of such request), (6) related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Plan), administrative services and similar agreements, and investment advisory or investment management and that do not generally apply to all employeesagreements, if any, and (vi7) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all copies of the foregoing described in clauses most recent summary plan description (iincluding any summaries of material modifications issued since the last summary plan description) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to or similar summary and any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentemployee handbook.

Employee Benefit Plans. (a) Section 5.10(aSchedule 4.14(a) of the Parent Disclosure Schedules lists as contains a true, correct and complete list of the date of this Agreementeach pension, with respect benefit, illness, retirement, compensation, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to Parent writing and the Parent Subsidiaries and their respective ERISA Affiliateswhether funded or unfunded, (i) all including each “employee benefit plans plan” within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained or sponsored by Seller during the past three (3) years for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of Seller or any spouse or dependent of such individual, or under which Seller has or may have any liability (as listed on Schedule 4.14(a) of the Disclosure Schedules, each, a “Benefit Plan”). Sellers have delivered or made available to Buyer true, correct and complete copies of each of the following with respect to each Benefit Plan: (i) the plan, policy, program or arrangement documentation together with all amendments thereto, (ii) each loan from Parentif applicable, copies of any Parent Subsidiary trust agreements, custodial agreements or any such ERISA Affiliate to an employee in excess of $5,000insurance policies, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 copies of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangementsany summary plan descriptions, (iv) all bonusin the case of any plan that is intended to be qualified under Section 401(a) of the Code, pension, profit sharing, savings, retirement, deferred compensation a copy of the most recent advisory opinion or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, determination letter from the Internal Revenue Service and (v) other fringe or employee benefit plansin the case of any plan for which Forms 5500 are required to be filed, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all a copy of the foregoing described in clauses (i) through (vi) next precedingthree most recently filed Form 5500, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentschedules attached.

Employee Benefit Plans. (a) Section 5.10(aPart 2.12(a) of the Parent Company Disclosure Schedules lists Schedule sets forth, as of the date of this Agreement, with respect to Parent a complete and the Parent Subsidiaries and their respective ERISA Affiliatesaccurate list of each plan, (i) all employee benefit plans within the meaning of Section 3(3) of ERISAprogram, (ii) each loan from Parentpolicy, any Parent Subsidiary practice, contract, agreement or any such ERISA Affiliate to an employee in excess of $5,000other arrangement providing for employment, (iii) all compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, severanceprofit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, employee relocationsick pay, cafeteria benefit (Section 125 of the Code)sick leave, dependent care (Section 129 of the Code), life insurance unemployment benefits or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsother benefits, whether written or oralunwritten, qualified including each “voluntary employees’ beneficiary association”, under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or nonqualifiedformer employees, funded directors or unfundedconsultants, which is currently effective sponsored, maintained, contributed to, or terminatedrequired to be contributed to or with respect to which any potential liability is borne by Company or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Company within the meaning of Section 414 of the Code (an “ERISA Affiliate”), (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit “Company Employee Plans"”). Parent Neither Company nor, to the knowledge of Company, any other person or entity, has no liability made any commitment to modify, change or terminate any Company Employee Plan, other than with respect to a modification, change or termination required by Legal Requirements. There are no loans by Company to any planof its officers, arrangement employees, contractors or practice directors outstanding on the date hereof, except pursuant to loans under any Company Employee Plan intended to qualify under Section 401(k) of the type described Code, and there have never been any loans by Company subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, effect and any successor to all or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentportion thereof establishing margin requirements.

Employee Benefit Plans. (a) Schedule 5.17 contains a list setting forth each employee benefit plan or arrangement of Corporation, including but not limited to employee profit sharing plans, as defined in Section 5.10(a3(2) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as amended ("ERISA"), multiemployer plans, as defined in Section 3(37) of the date ERISA, employee welfare benefit plans, as defined in Section 3(1) of this AgreementERISA, with respect to Parent deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and the Parent Subsidiaries other insurance plans, severance or termination pay plans and their respective ERISA Affiliatespolicies, (i) all employee benefit plans within the meaning of whether or not described in Section 3(3) of ERISA, in which employees, their spouses or dependents, of Corporation participate ("Employee Benefit Plans") (true and accurate copies of which, together with the most recent annual reports on Form 5500 and summary plan descriptions with respect thereto, were furnished to Purchaser). With respect to each Employee Benefit Plan (i) each has been administered in all material respects in compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code; (ii) each loan from Parentno actions, any Parent Subsidiary suits, claims or any such ERISA Affiliate to an employee in excess of $5,000disputes are pending, or threatened; (iii) all stock optionno audits, stock purchaseinquiries, phantom stockreviews, stock appreciation rightproceedings, supplemental retirementclaims, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs demands are pending with any governmental or arrangements, regulatory agency; (iv) all bonusthere are no facts which could give rise to any material liability in the event of any investigation, pensionclaim, profit sharingaction, savingssuit, retirementaudit, deferred compensation review, or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, other proceeding; (v) other fringe all material reports, returns, and similar documents required to be filed with any governmental agency or employee benefit plans, programs distributed to any plan participant have been duly or arrangements that apply to senior management and that do not generally apply to all employees, timely filed or distributed; and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for no "prohibited transaction" has occurred within the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all meaning of the foregoing described in clauses (i) through (vi) next preceding, collectively, applicable provisions of ERISA or the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this AgreementThe employee compensation, with respect to Parent severance, termination pay, deferred compensation, stock or stock-related awards, incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document and the Parent Subsidiaries and their respective ERISA Affiliatesincluding, (i) without limitation, all "employee benefit plans plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering any active employee, former employee, director or consultant of Oplink, any subsidiary of Oplink or any trade or business (whether or not incorporated) that is a member of a controlled group or that is under common control with Oplink within the meaning of Section 414 of the Code (for purposes of Section 2.12 and Section 3.12, an "Affiliate"), or with respect to which Oplink has or may in the future have liability, are referred to herein as the "Oplink Plans." Oplink Disclosure Letter 2.12(a) contains a complete and accurate list of each of the Oplink Plans. Oplink has provided to Avanex: (i) correct and complete copies of all documents embodying each Oplink Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Oplink Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, Oplink Plan; (iii) all stock optionthe most recent summary plan description together with the summary(ies) of material modifications thereto, stock purchaseif any, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, required under ERISA with respect to each Oplink Plan; (iv) all bonusIRS determination, pensionopinion, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, notification and advisory letters relating to any Oplink Plan; (v) other fringe all material correspondence to or employee benefit plans, programs or arrangements that apply from any governmental agency relating to senior management and that do not generally apply to all employees, and any Oplink Plan; (vi) any employment or service agreements all COBRA forms and related notices; (except vii) all discrimination tests for offer letters providing for at-will employment that do not provide for severanceeach Oplink Plan, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwiseif applicable, for the benefit of, or relating to, any present or former director, officer, employee, or consultant most recent three (provided that, for (13) former and current consultants, plan years; and (2viii) former directorsif the Oplink Plan is funded, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all the most recent periodic accounting of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentOplink Plan assets.

Employee Benefit Plans. (a) Section 5.10(aPart 3.12(a) of the Parent Disclosure Schedules lists Schedule sets forth, as of the date of this Agreement, with respect to Parent a complete and the Parent Subsidiaries and their respective ERISA Affiliatesaccurate list of each plan, (i) all employee benefit plans within the meaning of Section 3(3) of ERISAprogram, (ii) each loan from Parentpolicy, any Parent Subsidiary practice, contract, agreement or any such ERISA Affiliate to an employee in excess of $5,000other arrangement providing for employment, (iii) all compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, severanceprofit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, employee relocationsick pay, cafeteria benefit (Section 125 of the Code)sick leave, dependent care (Section 129 of the Code), life insurance unemployment benefits or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsother benefits, whether written or oralunwritten, qualified or nonqualified, funded or unfunded, currently effective or terminated, (vincluding each “voluntary employees’ beneficiary association” under Section 501(c)(9) other fringe or of the Code and each “employee benefit plansplan” within the meaning of Section 3(3) of ERISA, programs in each case, for active, retired or arrangements that apply to senior management and that do not generally apply to all former employees, and (vi) any employment directors or service agreements (except for offer letters providing for at-will employment that do not provide for severanceconsultants, acceleration or post-termination benefits)which is currently sponsored, compensation agreements or severance agreementsmaintained, written or otherwise, for the benefit ofcontributed to, or relating to, required to be contributed to or with respect to which any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of potential liability is borne by Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) ERISA Affiliate of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "“Parent Benefit Employee Plans"”). Neither Parent nor, to the knowledge of Parent, any other person or entity, has no liability made any commitment to modify, change or terminate any Parent Employee Plan, other than with respect to a modification, change or termination required by Legal Requirements. There are no loans by Parent to any planof its officers, arrangement employees, contractors or practice directors outstanding on the date hereof, except pursuant to loans under any Parent Employee Plan intended to qualify under Section 401(k) of the type described Code, and there have never been any loans by Parent subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, effect and any successor to all or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentportion thereof establishing margin requirements.

Employee Benefit Plans. (a) The Company has not since inception, nor does it currently sponsor, maintain, contribute to or participate in a Multiemployer Plan or a "defined benefit plan" within the meaning of Section 5.10(a3(35) of the Parent Disclosure Schedules lists as ERISA covering employees of the date Company; (b) except as set forth on Schedule 2.18, none of this Agreementthe Employee Benefit Plans is an "employee pension benefit plan", with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesor an "employee welfare benefit plan", (i) all employee benefit plans within the meaning of Section 3(3) of ERISA; (c) there are no pending or, to the best of the Company's knowledge, threatened claims, lawsuits, or arbitrations against any Employee Benefit Plan or any fiduciary thereof; (iid) each loan from ParentEmployee Benefit Plan is, and has been, operated in compliance in all material respects with the applicable provisions of federal and state law; (e) the Company has, or prior to the Closing Date will have, paid in full all insurance premiums or otherwise met all other funding obligations with regard to all Employee Benefit Plans for policy years or other applicable policy funding periods ending on or before the Closing Date; and (f) upon termination of employment of any Parent Subsidiary employee, neither the Company nor any employee will incur any liability for any severance or any such ERISA Affiliate termination pay, pension, profit-sharing or other post-retirement benefit, including but not limited to an employee in excess life, health and welfare benefits, or other similar payment, except as set forth on Schedule 2.18. For purposes of $5,000this representation, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all "Employee Benefit Plans" shall mean bonus, pension, profit benefit, welfare, profit-sharing, savings, retirement, disability, insurance, incentive, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) and other similar fringe or employee benefit plans, funds, programs or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment contracts or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreements, written or otherwiseoral, in each of the foregoing cases, which cover or covered, are or were maintained for the benefit of, or relating relate or related to, any present or all current or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all employees of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCompany.

Employee Benefit Plans. (a) Section 5.10(a) 3.11.1 Section 3.11.1 of the Parent Company Disclosure Schedules lists as Schedule sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each “employee benefit plans within the meaning of plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and any other plan, policy, program, practice, agreement, understanding or arrangement (iiwhether written or, since the date that the Receiver was appointed by the Court, oral) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred providing compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, employee or consultant (provided or to any dependent or beneficiary thereof of the Company or any ERISA Affiliate (as defined below)), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Company Benefit Plan”). For purposes of this Section 3.11, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Company that, for together with the Company, is considered under common control and treated as one employer under Section 414(b), (1c), (m) former and current consultants, and or (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereundero) of Parent or any Parent Subsidiary (all the Code. None of the foregoing described in clauses (i) through (vi) next precedingCompany or, collectivelyto the knowledge of the Company, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, the "Company has delivered to Parent true, correct and complete copies of (A) each Company Benefit Plans"Plan (or, if not written a written summary of its material terms). Parent has no liability , including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (C) the three most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan (and, if any such annual report is a Form 5500R, the Forms 5500C filed with respect to such Company Benefit Plan), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any planCompany Benefit Plan and any pending request for such a determination letter, arrangement (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings made with any Governmental Entity, including but not limited to any filings under the Voluntary Compliance Resolution or practice Closing Agreement Program or the Department of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentLabor Delinquent Filer Program.

Employee Benefit Plans. (a) Section 5.10(a4.14(a)(i) of the Parent Company Disclosure Schedules lists Letter sets forth a list, as of the date hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (each, a “Company Pension Plan”, all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (each, a “Company Welfare Plan” and each vacation or paid time off, severance, termination, retention, change in control, employment, incentive compensation, performance, profit sharing, stock-based, stock-related, stock option, fringe benefit, material perquisite, stock purchase, stock ownership, phantom stock and deferred compensation plan, arrangement, agreement and understanding and other compensation, benefit and fringe benefit plans, arrangements, agreements and understandings, sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to, by the Company or any other Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the date of this Agreement, with respect to Parent and collectively, “Company Benefit Plans”). Section 4.14(a)(ii) of the Parent Subsidiaries and their respective ERISA AffiliatesCompany Disclosure Letter sets forth a list, as of the date hereof, of (i) all each employment, deferred compensation, change in control, severance, termination, employee benefit plans within benefit, loan or indemnification agreement between the meaning of Section 3(3) of ERISACompany, on the one hand, and any Company Participant, on the other hand, and (ii) each loan from Parentcompensatory contract between the Company, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of on the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesone hand, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceCompany Participant, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for on the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary other hand (all of such contracts under the foregoing described in clauses (i) through and (vi) next precedingii), including any contract which is entered into on or after the date of this Agreement, collectively, the "Parent “Company Benefit Plans"Agreements”). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a) 3.10.1 Section 3.10.1 of the Parent Company Disclosure Schedules lists as Schedule sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each “employee benefit plans within the meaning of plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code”), dependent care and any other plan, policy, program, practice, agreement, understanding or arrangement (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified ) providing compensation or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, employee or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations or to any dependent or beneficiary thereof of Parent the Company or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent ERISA Affiliate), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any Parent Subsidiary ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (all each a “Company Benefit Plan”). None of the foregoing described in clauses (i) through (vi) next precedingCompany, collectivelyor, to the Company’s knowledge, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, the "Company has delivered to Parent true, correct and complete copies of (A) each Company Benefit Plans"Plan (or, if not written, a written summary of its material terms). Parent has no liability , including without limitation all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (B) all summaries and summary plan descriptions, including any summary of material modifications, (C) the three most recent annual reports (Form 5500 series) filed with the IRS with respect to such Company Benefit Plan (and, if any such annual report is a Form 5500R, the Forms 5500C filed with respect to such Company Benefit Plan), (D) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (E) the most recent determination or opinion letter, if any, issued by the IRS with respect to any planCompany Benefit Plan and any pending request for such a determination letter, arrangement (F) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, (G) all filings made with any Governmental Entity, including but not limited to, any filings under the Voluntary Compliance Resolution or practice Closing Agreement Program or the Department of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentLabor Delinquent Filer Program.

Employee Benefit Plans. (a) Section 5.10(a4.14(a)(i) of the Parent Company Disclosure Schedules lists Letter sets forth a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a “Company Pension Plan” and collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and each material vacation or paid time off, severance, termination, retention, change in control, employment, incentive compensation, performance, profit sharing, stock-based, stock-related, stock option, fringe benefit, perquisite, stock purchase, stock ownership, phantom stock and deferred compensation plan, arrangement, agreement and understanding and other compensation, benefit and fringe benefit plans, arrangements, agreements and understandings (whether or not legally binding), sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to, by the Company or any other Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the date of this Agreement, with respect to Parent and collectively, “Company Benefit Plans”). Section 4.14(a)(ii) of the Parent Subsidiaries and their respective ERISA Affiliates, Company Disclosure Letter sets forth a list of (i) all each employment, deferred compensation, change in control, severance, termination, employee benefit plans within benefit, loan or indemnification agreement between the meaning of Section 3(3) of ERISA, Company and any Company Participant and (ii) each loan from Parent, contract between the Company and any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary Company Participant (all of such contracts under the foregoing described in clauses (i) through and (vi) next precedingii), including any contract which is entered into on or after the date of this Agreement, collectively, the "Parent “Company Benefit Plans"Agreements”). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a3.10(a) of the Parent Company Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria severance or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) and all bonusemployment, pensionretention, profit sharingtermination, savings, retirement, deferred compensation severance or incentive plans, programs other contracts or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written to which the Company or otherwiseany Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of, or relating to, of any present current or former director, officer, employee, officer or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations director of Parent the Company or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). For each Plan, the Company has furnished or made available to Parent a true and complete copy of each Plan document and where such Plan is unwritten, a written description of the material terms thereof, and has no delivered or made available to Parent a true and complete copy of the following: (i) each trust or other funding arrangement prepared in connection with a Plan, (ii) each summary plan description and summary of material modifications (or a description of any material oral communications) provided by the Company or any Subsidiary to any current or former employees, officers, directors, or other beneficiaries or their dependents or spouses of the Company or any Subsidiary concerning the extent of the benefits provided under each Plan, (iii) the most recently filed Internal Revenue Service ("IRS") Form 5500 for each Plan required to file such report, (iv) the most recently received IRS determination letter or IRS prototype opinion letter for each Plan that has received such IRS determination letter or IRS prototype opinion letter and (v) the most recently prepared actuarial report or financial statement in connection with each Plan required to prepare or distribute such actuarial report or financial statement. Except as disclosed in Section 3.10(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary has any express or implied commitment (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, arrangement program or practice of the type described in the preceding sentence arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by this Agreement, the Parent Benefit Plans. Parent has notTransactions or ERISA, since July 30, 2002, extended credit, arranged for the extension of credit, Code or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentotherwise comply with applicable law.

Employee Benefit Plans. (a) Section 5.10(a3.10(a) of the Parent Company Disclosure Schedules lists as Memorandum sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each material “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISAERISA and any other plan, policy, program, practice, agreement, understanding or arrangement (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified ) providing material compensation or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply material benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, employee or consultant (provided thator to any dependent or beneficiary thereof of the Company), for (1) former and current consultantswhich are maintained, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent sponsored or contributed to by the Company or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent its Subsidiaries, or under which the Company or any Parent Subsidiary of its Subsidiaries has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (all each a “Company Benefit Plan”). Neither the Company, nor to the knowledge of the foregoing described Company, any other person or entity, has any commitment to establish, modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. With respect to each Company Benefit Plan, except as set forth in clauses Section 3.10 of the Company Disclosure Memorandum, the Company has delivered to Parent true, correct and complete copies of (i) through each Company Benefit Plan (vior, if not written a written summary of its material terms), including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) next precedingall current summary plan descriptions, collectivelyincluding any current summary of material modifications, (iii) the "Parent annual reports (Form 5500 series) for the most recent year filed or required to be filed with the IRS with respect to such Company Benefit Plans"). Parent has no liability Plan, (iv) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any planCompany Benefit Plan and any pending request for such a determination letter, arrangement (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan, and (vii) all filings made with any Governmental Entity, including but not limited any filings under the Voluntary Compliance Resolution or practice Closing Agreement Program or the Department of Labor Delinquent Filer Program, within the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, current or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parenttwo calendar years.

Employee Benefit Plans. (a) Section 5.10(a2.11(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, Schedule sets forth (i) all each material written and unwritten plan, program, policy or other arrangement (other than Affected Employee Agreements as defined in (ii) below) providing for severance, termination pay, equity-based awards, bonus or other incentive compensation (including stay bonuses but excluding sales commission plans), fringe benefits or other employee benefits whether formal or informal, and whether funded or unfunded, including without limitation, each "employee benefit plans plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code"), dependent care (Section 129 of the Code)sponsored, life insurance maintained, contributed to, or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply required to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwisebe contributed to, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any current or former employee, consultant, independent contractor, agent or principal of the Company or any of its Subsidiaries (each an "Affected Employee" and each such plan, program, policy or arrangement or practice of the type described in the preceding sentence other than any multiemployer plan an "Affected Employee Plan") (including, but not limited to, any agreement or arrangement that obligates the Parent Benefit Plansor any of its Subsidiaries to make any payment to any Affected Employee) and (ii) each material employment, severance, termination, consulting or similar agreement (except consulting agreements which can be terminated with 60 days or less notice without liability) between the Company or any of its Subsidiaries and any Affected Employee or with respect to which the Company or any of its Subsidiaries has any liabilities or obligations (each an "Affected Employee Agreement"). Parent The Seller has notdelivered to the Buyer current, since July 30, 2002, extended credit, arranged for the extension accurate and complete copies of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentall documents embodying each material Affected Employee Plan and each Affected Employee Agreement.

Employee Benefit Plans. (a) Sections 4.18(a)(i) and Section 5.10(a4.18(a)(ii) of the Parent Company Disclosure Schedules lists as Schedule, respectively, set forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) each loan from Parentall other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation or incentive planscompensation, programs or arrangementssupplemental retirement (including termination indemnities and seniority payments), whether written or oralseverance, qualified or nonqualifiedtermination, funded or unfundedretention, currently effective or terminatedchange of control and other similar welfare, (v) other material fringe or other employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, arrangement the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination or practice opinion letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the type described in Code; (C) the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of creditplan documents and summary plan descriptions, or reneweda written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, modified insurance contracts, insurance policies or forgiven an extension other documents of credit made prior any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such dateplan and (y) any document comparable to the determination or opinion letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, in the form of a personal loan modifications or supplements to or for any person who was, at any time since such date, an officer or director of Parentdocument.

Employee Benefit Plans. (a) Sections 3.17(a)(i) and Section 5.10(a3.17(a)(ii) of the Parent Company Disclosure Schedules lists as Schedule, respectively, set forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) each loan from Parentall other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000consulting and independent contractor agreement, (iii) all bonus, stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof or relating to any current or former employee, consultant or independent contractor or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, arrangement or practice the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the type described in Code; (C) the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of creditplan documents and summary plan descriptions, or reneweda written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, modified insurance contracts, insurance policies or forgiven an extension other documents of credit made prior any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority within the past three years relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Authority with respect to such dateplan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Authority relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, in the form of a personal loan modifications or supplements to or for any person who was, at any time since such date, an officer or director of Parentdocument.

Employee Benefit Plans. (a) Section 5.10(aSet forth on Confidential Schedules 3.27(a) and 3.28(a) is a complete and correct list of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans” (as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), all multiple employer and “multiemployer plans” (as defined in the Code or ERISA), all specified fringe benefit plans within the meaning of Section 3(3) of ERISAas defined in Code § 6039D, (ii) each loan from Parentand all other bonus, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000incentive, (iii) all compensation, deferred compensation, profit sharing, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirementstock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusretirement, pension, profit sharinghealth, savingslife insurance, retirementdisability, deferred compensation group insurance, vacation, holiday, sick leave, fringe benefit or incentive planswelfare plan or any other similar plan, programs agreement, policy or arrangements, whether understanding (written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated), and any trust, escrow or other agreement related thereto (vthe “Employee Plans”), which (i) other fringe are sponsored, maintained, or employee benefit planscontributed to, programs by HBI and any of its Subsidiaries, or arrangements that apply with respect to senior management which HBI and that do not generally apply any of its Subsidiaries has or could reasonably be expected to all employeeshave any liability thereunder, and (viii) any employment provide benefits, or service agreements (except for offer letters providing for at-will employment that do not provide for severancedescribe policies or procedures applicable to, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit welfare of, or relating toany current of former officer, any present or former director, officerindependent contractor, employee, or consultant service provider of HBI or any of its Subsidiaries, or the dependents or spouses of any such Person, regardless of whether funded. Except as set forth on Confidential Schedule 3.28(a), true, accurate and complete copies of the documents comprising each Employee Plan, or, in the case of each unwritten Employee Plan, a written description thereof, including, to the extent applicable each award agreement, trust, funding arrangements (provided thatincluding all annuity contracts, for (1) former and current consultantsinsurance contracts, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectivelyother funding instruments), the "Parent Benefit Plans"most current determination letter issued by the Internal Revenue Service, Form 5500 Annual Reports (including all schedules and attachments) for the three most recent plan years, documents, records, policies, procedures or other materials related thereto, have been delivered to TCB and are included and specifically identified in Confidential Schedule 3.28(a). Parent has no liability No unwritten amendment exists with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentwritten Employee Plan.

Employee Benefit Plans. (a) Section 5.10(a4.10(a) of the Parent Disclosure Schedules lists as Memorandum sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each material “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISAERISA and any other plan, policy, program, practice, agreement, understanding or arrangement (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified ) providing material compensation or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply material benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, employee or consultant (provided thator to any dependent or beneficiary thereof of the Parent), for (1) former and current consultantswhich are maintained, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of sponsored or contributed to by the Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of its Subsidiaries, or under which the Parent or any of its Subsidiaries has any material obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, profit-sharing, severance, termination, retention, change in control, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements (each a “Parent Subsidiary (all Benefit Plan”). Neither the Parent, nor to the knowledge of the foregoing described Parent, any other person or entity, has made any commitment to establish, modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or other applicable Law. With respect to each Parent Benefit Plan, except as set forth in clauses Section 4.10 of the Parent Disclosure Memorandum, the Parent has delivered or made available to the Company true, correct and complete copies, if applicable, of (i) through (vi) next preceding, collectively, the "each Parent Benefit Plans"Plan (or, if not written a written summary of its material terms). , including without limitation all plan documents, adoption agreements, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) all current summary plan descriptions and amendments thereto, including any current summary of material modifications, (iii) the annual reports (Form 5500 series) for the two most recent years filed or required to be filed with the IRS with respect to such Parent has no liability Benefit Plan, (iv) the two most recent actuarial reports or other financial statements relating to such Parent Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Plan and any pending request for such a determination letter, (vi) the most recent nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Parent has notBenefit Plan, since July 30and (vii) all filings made with any Governmental Entity, 2002including but not limited to any filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program, extended credit, arranged for within the extension of credit, current or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parenttwo calendar years.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as As of the date of this Agreement, with respect Section 4.11(a) of the Seller Disclosure Schedule lists and, in the case of employee benefit plans not reduced to Parent and the Parent Subsidiaries and their respective ERISA Affiliateswriting, (i) describes all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), including, without limitation, multiemployer plans within the meaning of Section 3(33(37) of ERISA, and all incentive and compensation plans, including without limitation all cash (iiincluding without limitation bonus) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, and equity (iii) all including without limitation stock option, restricted stock, stock purchase, phantom stock, stock appreciation rightrights), incentive, deferred compensation, retirement or supplemental retirement, severance, salary continuationgolden parachute, sabbaticalvacation, cafeteria, dependent care, medical care, employee relocationassistance program, cafeteria education or tuition assistance programs, insurance and other similar fringe or employee benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreementsContracts, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, director or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all independent contractor of the foregoing described in clauses Company, (i) through which is or has been entered into, contributed to, established by, participated in and/or maintained by the Company or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company (an “ERISA Affiliate”) within the meaning of Section 414 of the Code, or (ii) under which the Company or ERISA Affiliate has any liability whether or not such plan is terminated (together, the “Employee Plans”). Seller has provided to Buyer correct and complete copies of (where applicable) (i) summary plan descriptions related to each Employee Plan, (ii) the most recent determination letters or opinion letters received from the IRS for each Employee Plan, (iii) the three most recent IRS Forms 5500 Annual Report for each Employee Plan, (iv) the most recent audited financial statement and actuarial valuation report for each Employee Plan, (v) the most recent discrimination testing results for each Employee Plan and (vi) next precedingall correspondence with, collectivelyrulings by or opinions by the United States Internal Revenue Service (the “IRS”) or the U.S. Department of Labor for each Employee Plan. No Employee Plans are maintained, sponsored, or contributed to by the "Parent Benefit Plans"). Parent has no Company and the Company does not have, and following the Closing will not have, any liability with respect to any planEmployee Plans, arrangement except as set forth in (i) the Unaudited Financial Statements or practice (ii) the Statement of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentWorking Capital.

Employee Benefit Plans. (a) Section 5.10(a2.13(a) of the Parent Company Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) Schedule describes all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including without limitation multiemployer plans within the meaning of Section 3(33(37) of ERISA, (ii) each loan from Parentand all bonus, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation rightrights, incentive, deferred compensation, retirement or supplemental retirement, severance, salary continuationgolden parachute, sabbaticalvacation, cafeteria, dependent care, medical care, employee relocationassistance program, cafeteria benefit (Section 125 of the Code)education or tuition assistance programs, dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) and other similar fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former directoremployee or director of the Company or any of its Subsidiaries, officerwhich is or has been entered into, employeecontributed to, established by, participated in and/or maintained by the Company, any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent the Company, whether or any Parent Subsidiary not such plan is terminated (all of the foregoing described in clauses (i) through (vi) next preceding, collectivelytogether, the "Parent Benefit Employee Plans"). The Company has provided to Parent has correct and complete copies of (where applicable) (a) all plan documents, summary plan descriptions, summaries of material modifications, amendments, and resolutions related to such plans (b) the most recent determination letters received from the IRS, (c) the three most recent Form 5500 Annual Reports, (d) the most recent audited financial statement and actuarial valuation, and (e) all related agreements, insurance Contracts and other Contracts which implement each such Employee Plan. Except with regard to outstanding options, there are no liability with respect to any plan, arrangement or practice restrictions on the ability of the type described in sponsor of each Employee Plan (which is currently the preceding sentence other than Company or a Subsidiary of the Company) to amend or terminate any Employee Plan, and each Employee Plan may be transferred by the Company or any of its Subsidiaries to Parent Benefit Plans. Parent has notor the Merger Sub, since July 30, 2002, extended credit, arranged for as the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentcase may be.

Employee Benefit Plans. (a) Section 5.10(a) 4.17 of the Parent Company Disclosure Schedules lists as of the date of this Agreement, with respect to Parent Schedule contains a correct and the Parent Subsidiaries and their respective ERISA Affiliates, complete list identifying (i) all each “employee benefit plans within the meaning of plan,” as defined in Section 3(3) of ERISA, each severance, termination, change of control retention, sale, bonus or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any current or former employee, director or consultant of the Company or any of its Subsidiaries, or with respect to which the Company or any of its Subsidiaries has any liability, and (ii) each loan from Parentemployment, consulting or services agreement (other than at-will offer letters and consultant agreements providing no more than three months of notice of termination) of any Parent Subsidiary current or former employee, director or consultant of the Company or any such ERISA Affiliate Subsidiary of the Company (x) to an employee which the Company or any Subsidiary is a party or with respect to which the Company or any Subsidiary has any continuing obligation and (y) (A) relates to the provision of services in the United States or (B) provides for notice periods or material benefits in excess of $5,000the minimum requirements under applicable Law or customary practice (collectively, the “Employee Plans”). Each Employee Plan is in writing and true and complete copies of each material Employee Plan (iiiand, if applicable, related trust or funding agreements or insurance policies) and all stock optionmaterial amendments thereto and material written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, stock purchaseif applicable, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit Schedule B thereto) and tax return (Section 125 Form 990) prepared in connection with any such plan or trust. Neither the Company nor any Subsidiary of the Code)Company has any express or implied commitment, dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next precedingto create, collectively, the "Parent Benefit Plans"). Parent has no incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement or practice of the type described in the preceding sentence (ii) to modify, change or terminate any Employee Plan, other than the Parent Benefit Plans. Parent has notwith respect to a modification, since July 30, 2002, extended credit, arranged for the extension of credit, change or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parenttermination required by Applicable Law.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all Each “employee benefit plans within the meaning of plan,” as defined in Section 3(3) of ERISAERISA and all other pension, (ii) each loan from Parentretirement, any Parent Subsidiary or any such ERISA Affiliate to an employee in supplemental retirement, deferred compensation, excess of $5,000benefit, (iii) all stock optionprofit sharing, bonus, incentive, stock purchase, phantom stockstock ownership, stock option, stock appreciation right, supplemental retirementprofits interest, employment, severance, salary continuation, sabbaticaltermination, employee relocationchange-of-control, cafeteria health, life, disability, group insurance, vacation, holiday and fringe benefit plan, program, contract, or arrangement (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oralunwritten, qualified or nonqualified, funded or unfunded, currently effective unfunded and including any that have been frozen or terminated) maintained, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofcontributed to, or relating required to be contributed to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses by (i) through MM, (viii) next precedingany of its subsidiaries, collectively(iii) the Contributed Assets or (iv) any trade or business (whether or not incorporated) which is an ERISA Affiliate, the "Parent Benefit Plans"). Parent under which MM or any ERISA Affiliate has no liability any Liability with respect to any plancurrent or former employee, arrangement director, officer or practice independent contractor of MM or any of its subsidiaries or, with respect to the Contributed Assets, any of its Affiliates (the “MM Benefit Plans”), are listed in Section 4.10(a) of the type described MM Disclosure Letter. MM has made available to the Company, as applicable: (i) correct and complete copies of all documents embodying each MM Benefit Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such MM Benefit Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each MM Benefit Plan; (iii) the preceding sentence other than most recent summary plan description together with the Parent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each MM Benefit Plans. Parent has notPlan; (iv) all IRS determination, since July 30opinion, 2002notification and advisory letters; (v) to the extent available, extended creditall material correspondence to or from any Governmental Entity relating to any MM Benefit Plan; (vi) to the extent available, arranged all COBRA forms and related notices within the last three (3) years; (vii) to the extent available, all discrimination tests for the extension MM Benefit Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each MM Benefit Plan; (ix) the most recent annual and periodic accounting of creditthe MM Benefit Plan assets; (x) all material written agreements and contracts relating to each MM Benefit Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications generally distributed to all employees or renewedformer employees within the last three (3) years relating to any amendments, modified terminations, establishments, increases or forgiven an extension decreases in benefits, acceleration of credit made prior payments or vesting schedules or other events which would result in any material Liability under any MM Benefit Plan or proposed MM Benefit Plan; (xii) all policies pertaining to such datefiduciary liability insurance covering the fiduciaries for each MM Benefit Plan; and (xiii) all registration statements, annual reports and prospectuses prepared in the form of a personal loan to or for connection with any person who was, at any time since such date, an officer or director of ParentMM Benefit Plan.

Employee Benefit Plans. (a) Section 5.10(aSections 3.18(a) of the Parent Company Disclosure Schedules lists as Schedule sets forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), (ii) each loan from Parentwhether or not subject to ERISA and all other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, deferred compensation termination, retention, change of control and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, arrangement or practice the Company has made available to Parent complete and accurate copies of (A) the four (4) most recent annual report on Form 5500 required to have been filed for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the type described in Code; (C) the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of creditplan documents and summary plan descriptions, or reneweda written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, modified insurance contracts, insurance policies or forgiven an extension other documents of credit made prior any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such dateplan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, in the form of a personal loan modifications or supplements to or for any person who was, at any time since such date, an officer or director of Parentdocument.

Employee Benefit Plans. (a) Section 5.10(a3.15 of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended ("ERISA")), with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit welfare plans within the meaning of (as defined in Section 3(33(1) of ERISA) and all other bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stockperformance share, stock appreciation rightor other equity based compensation, incentive, deferred compensation, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) severance and other similar fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceemployment, acceleration or post-termination benefits)executive compensation, compensation agreements consulting or severance agreements, performance pay, loan or loan guarantee, change of control or other non-ERISA plans, written or otherwise, for the benefit of, or relating to, any present current or former directoremployee or director of or consultant to the Company, officer, employeeany trade or business (whether or not incorporated) which is or was a member of a controlled group including the Company or which is under common control with the Company (a "Company ERISA Affiliate") within the meaning of Section 414 of the Code, or consultant (provided thatany Company Subsidiary, for (1) former and current consultantsthat the Company, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent any Company Subsidiary or any Parent Company ERISA Affiliate maintains or pursuant to which has any obligation, as well as each employee pension plan with respect to which the Company, any Company Subsidiary of greater than $5,000 remain thereunder) of Parent or a Company ERISA Affiliate maintained or otherwise incurred any Parent Subsidiary liability within the consecutive five-year period ending on the Closing Date (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, collectively the "Parent Benefit Company Employee Plans"). The Company has provided Parent has no liability copies of (i) each such written Company Employee Plan and all documents pursuant to which the Company Employee Plans are maintained, funded and administered, including summary plan descriptions, (ii) the three most recent annual reports on Form 5500 series, with accompanying schedules and attachments, filed with respect to any planeach Company Employee Plan required to make such a filing, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged and (iii) all governmental filings for the extension of creditlast three years, or renewedincluding, modified or forgiven an extension of credit made prior to such datewithout limitation, in excise tax returns and reportable events filings, and (iv) all governmental rulings, determinations, and opinions (and pending requests for governmental communications, rulings, determinations, and opinions) during the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentpast three years.

Employee Benefit Plans. (a) Section 5.10(a3.16(a) of the Parent Company Disclosure Schedules Schedule lists each employee benefit plan (as of hereinafter defined) (i) that is maintained, contributed (or required to be contributed) to, or sponsored by the date of this AgreementCompany or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a party, or (iii) with respect to Parent and which the Parent Subsidiaries and their respective ERISA AffiliatesCompany or any Company Subsidiary has any liability, including any contingent liability, for the payment or delivery of any premiums, compensation or benefits (i) all collectively, the “Plans”). For purposes of the preceding sentence, an “employee benefit plans within plan” is any of the meaning following that benefits or is intended to benefit any current or former employee or director (whether or not an employee) of, or consultant or other service provider (whether or not an employee) with respect to, any of the Company or the Company Subsidiaries, or the beneficiaries of any of them: (A) a “plan” described in Section 3(3) of the Employee Retirement Income Security Act (“ERISA”); (B) a stock bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; or (C) an incentive, bonus, deferred compensation, welfare, retiree medical or life insurance, retirement, supplemental retirement, severancetermination, salary continuation, sabbaticalseverance, employee relocationchange in control, cafeteria and any material fringe benefit (Section 125 or other material benefit plan, policy, program, agreement or arrangement, whether written or unwritten. With respect to each Plan, the Company has delivered to Parent a true and complete copy of each of the Codefollowing, together with all amendments: (i) the Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms), dependent care (Section 129 ii) in the case of any funded Plan, the Code)trust agreement or similar instrument, life insurance or accident insurance plans(iii) for each Plan subject to the requirement that annual reports be filed on a Form 5500, programs or arrangementsthe most recently filed such annual report with schedules, financial statements and auditor’s opinion attached, (iv) all bonusin the case of each Plan intended to be qualified under Section 401(a) of the Code, pension, profit sharing, savings, retirement, deferred compensation the most recent IRS determination or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedopinion letter applicable to the Plan, (v) other fringe all related custodial agreements, insurance policies, administrative services and similar agreements, and investment advisory or employee benefit plansinvestment management agreements, programs or arrangements that apply to senior management and that do not generally apply to all employeesif any, and (vi) the most recent summary plan description or similar summary and any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for employee handbook referencing the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (a) Section 5.10(a) 3.10 of the Parent Disclosure Schedules lists BioLite Schedule of Exceptions contains a true and complete list of each BioLite Plan (as of defined below). As used herein, the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all term “BioLite Plan” means each material employee benefit plans plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA”)), including each “employee pension benefit plan” (iias defined in Section 3(2) of ERISA), and each loan from Parent“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), any Parent Subsidiary each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or any such ERISA Affiliate policy (written or oral) to an employee in excess of $5,000provide benefits, (iii) all other than salary or commissions, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock purchasegrant or stock purchase rights, phantom stockrights, stock appreciation rightdeferred compensation, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation severance policies or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by BioLite or any of its Subsidiaries or to which BioLite or any of its Subsidiaries contributes to or for which BioLite or any of its Subsidiaries has or may have any liability, contingent or otherwise, either directly or as a result of a BioLite ERISA Affiliate, or any other plan, arrangement or policy mandated by applicable Law, for the benefit ofof any current, former or relating to, any present or former directorretired employee, officer, employeeconsultant, independent contractor or consultant (provided thatdirector of BioLite, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent its Subsidiaries or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary BioLite ERISA Affiliate (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"“BioLite Employees”). BioLite has made available to Parent has no liability and BioKey copies of all material documents constituting the BioLite Plans, the three most recently filed Forms 5500 for such BioLite Plans and financial statements attached thereto, all Internal Revenue Service (the “IRS”) determination letters for the BioLite Plans, all notices that were issued within the preceding three years by the IRS, Department of Labor, or any other Governmental Body with respect to any planthe BioLite Plans, arrangement all employee manuals or practice of handbooks containing personnel or employee relations policies, and all other material documents relating to the type described in the preceding sentence other than the Parent Benefit BioLite Plans. Parent has notFor purposes of this Section 3.10, since July 30the term BioLite includes any BioLite ERISA Affiliate. The term “BioLite ERISA Affiliate” means any person, 2002that together with BioLite, extended credit, arranged for the extension of credit, is or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, was at any time since such date, an officer treated as a single employer under section 414 of the Code or director section 4001 of ParentERISA and any general partnership of which BioLite is or has been a general partner.

Employee Benefit Plans. (a) Section 5.10(a4.10(a) of the Parent Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all material employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria severance or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, and all employment, termination, severance, consulting, independent contractor or other contracts or agreements that provide for notice periods or termination entitlements in excess of the applicable statutory minimums to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of, or any current or former consultant to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary 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 or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) all bonusany contracts, pensionarrangements or understandings between the Company or any Subsidiary and any employee, profit sharingdirector or officer of the Company or any Subsidiary relating in any way to a sale of the Company or any Subsidiary (collectively, savingsthe “Plans”). Each Plan is in writing and the Company has furnished to Parent a true and complete copy of each Plan and has delivered to Parent a true and complete copy of each material document, retirementif any, deferred compensation prepared in connection with each such Plan, including (A) a copy of each trust or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedother funding arrangement, (vB) other fringe or employee benefit planseach summary plan description and summary of material modifications, programs or arrangements that apply to senior management and that do not generally apply to all employees(C) the most recently filed Internal Revenue Service (“IRS”) Form 5500, (D) the most recently received IRS determination letter for each such Plan, and (viE) the most recently prepared actuarial report and financial statement in connection with each such Plan. Neither the Company nor any employment Subsidiary has any express or service agreements (except for offer letters providing for at-will employment that do not provide for severanceimplied commitment, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultantsto create, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no incur liability with respect to or cause to exist any other employee benefit plan, arrangement program or practice of arrangement, (2) to enter into any contract or agreement to provide compensation or benefits to any individual except for such contract or agreements with employees who are hired, and amendments to such contracts or agreements, prior to the type described in the preceding sentence Effective Time other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension in accordance with Section 6.01(f) of creditthis Agreement, or renewed(3) to modify, modified change or forgiven an extension of credit made prior terminate any Plan, other than with respect to such datea modification, in change or termination required by ERISA or the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(a2.16(a) of the Parent Company Disclosure Schedules lists as of the date of this AgreementSchedule lists, with respect to Parent the Company and the Parent Company Subsidiaries and their respective any trade or business (whether or not incorporated) that is treated as a single employer with the Company and the Company Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code (an "ERISA AffiliatesAffiliate"), (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) each loan from Parent, loans to officers and directors other than advances for expense reimbursements incurred in the ordinary course of business and any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, equity-related, supplemental retirement, severance, salary continuationsabbatical, sabbaticalmedical, dental, vision care, disability, employee relocation, cafeteria benefit (Code Section 125 of the Code), 125) or dependent care (Code Section 129 of the Code129), life insurance or accident insurance plans, programs programs, agreements or arrangements, (iviii) all bonus, pension, retirement, profit sharing, savings, retirement, deferred compensation or incentive plans, programs programs, policies, agreements or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (viv) other fringe fringe, perquisite, or employee benefit plans, programs programs, policies, agreements or arrangements that apply to senior management of the Company and that do not generally apply to all employees, the Company Subsidiaries and (viv) any employment current or service agreements (except for offer letters providing for at-will employment that do not provide for severanceformer employment, acceleration consulting, change of control, retention or post-executive compensation, termination benefits)or severance plans, compensation programs, policies, agreements or severance agreementsarrangements, written or otherwise, as to which unsatisfied liabilities or obligations (contingent or otherwise) of the Company or any of the Company Subsidiaries remain for the benefit of, or relating to, any present or former director, officer, employee, consultant or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations director of Parent the Company or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent the Company Subsidiaries, or with respect to which the Company or any Parent Subsidiary (all of the foregoing described in clauses Company Subsidiaries could reasonably be expected to have any liabilities or obligations (i) through (vi) next preceding, collectivelytogether, the "Parent Benefit Company Employee Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (ai) Section 5.10(a3.01(t)(i) of the Parent Seller Disclosure Schedules lists Schedule contains a complete and accurate list of all bonus, incentive, deferred compensation, pension (including, without limitation, Seller Pension Plans, as of the date of this Agreementdefined below), with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesretirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare (i) all employee benefit plans including, without limitation, “welfare plans” within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code”)), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesemployment, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severancechange in control, acceleration or post-termination benefits), compensation agreements retention or severance agreements, written consulting agreements or otherwisearrangements and all similar practices, policies and arrangements maintained or contributed to (currently or within the last six years) by (A) Seller or any Seller Subsidiary and in which any employee or former employee (the “Seller Employees”), consultant or former consultant (the “Seller Consultants”), officer or former officer (the “Seller Officers”), or director or former director (the “Seller Directors”) of Seller or any Seller Subsidiary participates or to which any such Seller Employees, Seller Consultants, Seller Officers or Seller Directors are parties or (B) any Seller ERISA Affiliate (as defined below) (collectively, the “Compensation and Benefit Plans”). Notwithstanding the foregoing, the term “Compensation and Benefit Plans” shall not include plans, funds, programs, policies, practices or procedures that are maintained or funded (A) by Seller Employees, Seller Consultants, Seller Officers or Seller Directors for their own benefit or for the benefit ofof their employees, such as individual retirement arrangements or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderplans described in Section 401(a) of Parent the Code benefiting (or any Parent Subsidiary intended to benefit) themselves or persons who are not Seller Employees or (all of the foregoing described in clauses B) by persons or entities who are not Seller ERISA Affiliates (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"as defined below). Parent Neither Seller nor any Seller Subsidiary has no liability with respect any commitment to create any planadditional Compensation and Benefit Plan or to modify or change any existing Compensation and Benefit Plan, arrangement or practice except to the extent required by law and as otherwise contemplated by Section 6.02 of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentthis Agreement.

Employee Benefit Plans. (a) Section 5.10(a3.13(a) of the Parent Company Disclosure Schedules lists as Schedule sets forth a list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all every employee benefit plans plan, within the meaning of ERISA Section 3(3) of ERISA), (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee and each plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, and any stop-loss insurance policies issued in excess of $5,000connection with such self-insured arrangements), (iii) all workers’ compensation benefits, vacation and/or paid time off benefits, severance benefits, retention, disability benefits, death benefits, hospitalization benefits, medical benefits, dental benefits, vision care benefits, relocation benefits, cafeteria benefits, child-dependent care benefits, sabbatical, retirement benefits, non-qualified deferred compensation, pension, profit-sharing, stock optionbonus, bonuses, sales commission, stock options, stock purchase, phantom stock, stock appreciation rightor other forms of incentive compensation or post-retirement insurance, supplemental retirementcompensation or benefits for employees, severanceconsultants or directors that is currently in effect or which has been in effect at any time during or after 2003, salary continuationand which is sponsored, sabbaticalmaintained or contributed to by the Company or any ERISA Affiliate or which covers any current or former employee, employee relocationconsultant or director of the Company or any ERISA Affiliate (such plan, cafeteria benefit (programs and arrangements, herein denominated the "Employee Programs"). With respect to each Employee Program that is intended to qualify under Section 125 401(a) of the Code), dependent care (Section 129 of the Code), life insurance Company or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses an ERISA Affiliate (i) through has received a favorable advisory, determination, notification or opinion letter, as applicable, from the IRS that such Employee Program satisfied the requirements of all applicable Laws (via copy of which letter(s) next precedinghave been delivered to Parent), collectivelyand to the Company Knowledge, the "Parent Benefit Plans"). Parent no event has occurred and no liability with respect condition exists that would reasonably be expected to any plan, arrangement or practice of the type described result in the preceding sentence other than loss of tax-qualified status of such Employee Program, (ii) has applied timely to the Parent Benefit Plans. Parent IRS for such letter or has not, since July 30, 2002, extended credit, arranged a remaining period of time to apply for the extension of creditsuch letter, or renewed, modified (iii) relies on a favorable IRS opinion letter or forgiven an extension advisory letter issued to the master and prototype or volume submitter plan sponsor of credit made prior to such date, Employee Program in the form of a personal loan to accordance with IRS guidance for reliance on such opinion or for any person who was, at any time since such date, an officer or director of Parentadvisory letters.

Employee Benefit Plans. Except as set forth in Section 4.28 of the ---------------------- Disclosure Schedule, there are no liens against the Purchased Assets under Section 412(n) of the Internal Revenue Code or Sections 302(f) or 4068 of ERISA. Neither Seller nor any corporation, trade, business or other entity under common control with Seller, within the meaning of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code, or under Section 4001 of ERISA (an "ERISA Affiliate") is or was obligated (a) to contribute to any plan subject to Title IV of ERISA other than a multiemployer plan within the meaning of Section 5.10(a3(37) of ERISA, or (b) to any multiemployer plan within the Parent Disclosure Schedules lists as meaning of Section 3(37) of ERISA for any material amount of delinquent contributions thereto or for any amount on account of any withdrawal liability. As of the date of this AgreementClosing, with Buyer will have no obligation to contribute to, or any liability in respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesof, (i) all any employee benefit plans plan within the meaning of Section 3(3) of ERISA, or (ii) each loan from Parentany other benefit arrangement, obligation, or practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors, including, without limitation, any Parent Subsidiary similar employment, severance or other arrangement or policy (whether written or oral) providing for insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, fringe benefits, or retirement benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits, executive compensation/severance policies or agreements, sick leave, vacation pay, any plans subject to Section 125 of the Internal Revenue Code ("Employee Benefit Plan"), sponsored or maintained by Seller or any such ERISA Affiliate, or to which Seller or any ERISA Affiliate was obligated to an employee contribute. The Seller and its ERISA Affiliates will not, in excess connection with the transactions contemplated by this Agreement, cease to provide any group health plan coverage to their employees in a manner which would cause Buyer to be deemed a successor employer of $5,000such Seller or its ERISA Affiliates within the meaning of Proposed Treasury Regulations Section 54.4980B-9 Q&A8(c). There are no pending or threatened claims by or on behalf of any Employee with respect to any Employee Benefit Plan, other than those made in the ordinary operation of such plans. No Employee Benefit Plan is presently under audit or examination (nor has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other governmental entity, and no matters are pending with respect to any Employee Benefit Plan under the CAP or VCR programs set forth in Revenue Procedure 98-22. Section 4.28 of the Disclosure Schedule lists all Employee Benefit Plans sponsored, maintained or contributed to by Seller for the benefit of Employees working for the Business. Seller shall deliver to Buyer any amendments, summary plan descriptions, other descriptions, plan documents or other related documents for all Employee Benefit Plans sponsored, maintained or contributed to by Seller immediately before the Closing Date for the benefit of Employees working for the Business, which shall give Buyer sufficient information about the terms and provisions of such Employee Benefit Plans to enable Buyer to satisfy its obligations under Section 11.2.1 of this Agreement. In the event that Seller requests pursuant to Section 11.2.1 that Buyer cause a defined contribution plan qualified under Section 401(a) of the Internal Revenue Code and maintained or sponsored by Buyer or its Affiliates to accept assets from the Hollywood Park, Inc. 401(k) Investment Plan (the "Seller 401(k) Plan"), Seller shall make the following representations regarding the Seller 401(k) Plan: (i) the Seller 401(k) Plan has received a favorable determination letter from the Internal Revenue Service which has not been revoked, and Seller has no knowledge of any facts which could cause the revocation of such determination letter, (ii) the Seller 401(k) Plan has been maintained, operated, and administered substantially in accordance with its terms and with the requirements of the Internal Revenue Code and ERISA, and (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of required contributions to the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (ivSeller 401(k) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan have been timely made.

Employee Benefit Plans. (a) Section 5.10(a4.19(a) of the Parent Company Disclosure Schedules lists Schedule contains a list and brief description of all "employee pension benefit plans" (as defined in Section 3(2) of the date Employee Retirement Income Security Act of this Agreement1974, with respect as amended ("ERISA")) (sometimes referred to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesherein as "Pension Plans"), "employee welfare benefit plans" (i) all employee benefit plans within the meaning of as defined in Section 3(33(1) of ERISAERISA and sometimes referred to herein as "Welfare Plans") and each other "Benefit Plan" (defined herein as any Pension Plan, Welfare Plan and any other plan, fund, program, arrangement or agreement (iiincluding any employment or consulting agreement) each loan from Parentto provide employees, any Parent Subsidiary directors, independent contractors, consultants, officers or any such ERISA Affiliate to an employee in excess of $5,000agents with medical, health, life, bonus, stock or stock-based right (iii) all stock option, stock ownership or purchase), phantom stockretirement, stock appreciation right, supplemental retirementdeferred compensation, severance, salary continuation, sabbaticalvacation, employee relocationsick leave, cafeteria fringe, incentive insurance or other benefits) maintained, or contributed to, or required to be contributed to, by the Company or any Subsidiary for the benefit (Section 125 of any current or former independent contractors, consultants, agents, employees, officers or directors of the CodeCompany or any Subsidiary. The Company has no present commitments to pay any employees, directors, independent contractors, consultants, officers or agents of the Company or any Subsidiary any bonus for the current fiscal year whether upon the achievement of any performance target or otherwise. Section 4.19(a) of the Company Disclosure Schedule contains a brief description of (i) the Company's historical bonus plan or arrangements (whether written or oral) pursuant to which any employees, directors, independent contractors, consultants, officers or agents of the Company or any Subsidiary received a bonus payment of any kind for services rendered during the fiscal years ended December 31, 2001 and December 31, 2002 and the amounts actually received by such employees, directors, independent contractors, consultants, officers or agents for such periods and (ii) the amount of cash payments that will or could become payable and the individuals who will or might receive such payments upon the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements. The Company has delivered or made available to Buyer true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), dependent care (Section 129 of ii) the Codemost recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required), life insurance or accident insurance plans, programs or arrangements(iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, each trust agreement and group annuity contract relating to any Benefit Plan; (v) other fringe a list of all assets and liabilities of, allocated to or employee benefit plans, programs or arrangements that apply accounted for separately with respect to senior management and that do not generally apply to all employees, every Benefit Plan (including insurance contracts associated with every Benefit Plan regardless of whether any current cash value exists); and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severancethe most recent determination letter from the Internal Revenue Service, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentany.

Employee Benefit Plans. (a) Section 5.10(a) All employee compensation, incentive, material fringe or benefit plans, programs, policies, commitments or other arrangements or remuneration of the Parent Disclosure Schedules lists as of the date of this Agreementany kind (whether or not set forth in a written document and including, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliateswithout limitation, (i) all "employee benefit plans plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) for the benefit of any active, former employee, director or consultant of Company ("EMPLOYEE"), any domestic subsidiary of Company or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Company within the meaning of Section 414 of the Code (a "PLAN AFFILIATE"), or with respect to which Company has or may in the future have liability, are listed in Section 2.11(a) of the Company Schedule (the "PLANS"); PROVIDED, HOWEVER, consulting agreements not material to the Company's business or operations are not listed on Schedule 2.11(a). Company has made available to Parent correct and complete copies of all (i) documents embodying each Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, Plan; (iii) all stock optionthe most recent summary plan description together with the summary(ies) of material modifications thereto, stock purchaseif any, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, required under ERISA with respect to each Plan; (iv) all bonusInternal Revenue Service ("IRS") or United States Department of Labor ("DOL") determination, pensionopinion, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, notification and advisory letters; (v) other fringe all material correspondence to or employee benefit plans, programs or arrangements that apply from any governmental agency relating to senior management and that do not generally apply to all employees, and any Plan; (vi) all COBRA (as defined below) forms and related notices (or such forms and notices as required under comparable law); (vii) all discrimination tests for each Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Plan; (ix) if the Plan is funded, the most recent annual and periodic accounting of Plan assets; (x) all material written agreements and contracts relating to each Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications to employees or former employees regarding in each case, relating to any employment amendments, terminations, establishments, increases or service agreements (except for offer letters providing for at-will employment that do not provide for severancedecreases in benefits, acceleration of payments or post-termination benefits), compensation agreements vesting schedules or severance agreements, written other events which would result in any material liability under any Plan or otherwise, proposed Plan; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, each Plan; and (2xiii) former directorsall registration statements, officers annual reports (Form 11-K and employees; such arrangements need only be listed if unsatisfied obligations of Parent or all attachments thereto) and prospectuses prepared in connection with any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all All benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by FNBB and its Subsidiaries for the benefit of current or former employees of FNBB and its Subsidiaries (the “Employees”) and current or former directors or independent contractors of FNBB or its Subsidiaries including, but not limited to, “employee benefit plans plans” within the meaning of Section 3(3) of ERISA, (ii) each loan from Parentany pension, any Parent Subsidiary or any such ERISA Affiliate to an employee retirement, profit sharing, medical, life, accidental death and dismemberment, disability, dental, vision, compensation, severance, termination pay, salary continuation, unemployment, workers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, change in excess of $5,000control, (iii) all fringe benefit, deferred compensation, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocationrights or other stock-based incentive, cafeteria benefit or flexible benefit, adoption or educational assistance, and bonus or other cash-based incentive, or other similar plans, agreements, programs, policies or other arrangements (whether written or oral and whether or not qualified or funded) or any such plan for which FNBB may have any liability including, without limitation, as a result of being deemed a single employer with any entity under Section 125 4001(b)(1) of ERISA or Section 414 of the Code (collectively, the “Benefit Plans”), are set forth in Section 5.03(m)(i) of FNBB’s Disclosure Schedule. True and complete copies of the following documents have been provided or made available to TriCo: (A) all Benefit Plans and all written agreements underlying a funding medium for, or relating to the administration of, any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, investment management, recordkeeping, administrative services, other third party services agreements and insurance contracts, certificate of coverage and other similar agreements entered into in connection with any Benefit Plans and all amendments thereto; (B) the three most recent annual report (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“IRS”) or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the DOL; (D) the most recent determination or opinion or advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code); (E) the most recent summary plan description and any summary of material modifications, dependent care as required, for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 129 104 of ERISA; (H) the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management most recent minimum coverage and that do not generally apply to all employees, discrimination testing results for each applicable Benefit Plan; and (viI) any employment copies of all non-routine correspondence received from or service agreements (except for offer letters providing for at-will employment that do not provide for severancedelivered to the IRS or the DOL since December 31, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent2013.

Employee Benefit Plans. (a) Section 5.10(aExcept as set forth in Schedules 3.10(a), 3.10(b) of or 3.15(a), the Parent Disclosure Schedules lists as of the date of this AgreementCompany and its Subsidiaries do not sponsor, maintain or contribute to, are not required to contribute to, and do not have any liability (contingent or otherwise) with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all any "employee benefit plans within the meaning of plans" as defined by Section 3(3) of ERISA, (ii) each loan from Parentspecified fringe benefit plans as defined in Section 6039D of the Code, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000other bonus, (iii) all incentive compensation, deferred compensation, profit sharing, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirementstock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusretirement, pension, profit sharinghealth, savingslife insurance, retirementdental, deferred disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, or any other employee compensation or incentive plansbenefit plan, programs agreement, policy, practice, commitment or arrangements, contract (whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe written or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefitsunwritten), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent trust, escrow or any Parent Subsidiary other agreement related thereto, subject to U.S. Law (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, each a "Company Benefit Plan" and together the "Parent Company Benefit Plans"). Parent Except as set forth on Schedule 3.15(a), neither the Company, its Subsidiaries nor any other trade or business (whether or not incorporated) which is or at any time within the six (6)-year period ending on the Closing Date would have been treated as a "single employer" with either the Company or its Subsidiaries under Section 414(b), (c), (m), or (o) of the Code (the "ERISA Affiliates") has no contributed to, been required to contribute to, or has had any liability (contingent or otherwise) at any time within the last six (6) years with respect to any "multiemployer plan, arrangement ," as that term is defined in Section 4001 of ERISA or practice any "employee benefit plan" (as defined in Section 3(3) of ERISA) subject to Title IV of ERISA or Section 412 of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. Except as set forth on Schedule 3.14, AeroAstro does not have, has not maintained and has no liability with respect to, (a) any Employee Benefit Plan (as defined below) intended to qualify under Section 5.10(a401(a) or 403(a)(i) of the Parent Disclosure Schedules lists Code; (b) any multiemployer plan, as defined in Section 3(37) of the date Employee Retirement Income Security Act of this Agreement1974 (“ERISA”); or (c) any employee pension benefit plan, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (ias defined in Section 3(2) all of ERISA. Schedule 3.14 contains a list setting forth each employee benefit plan or arrangement of AeroAstro including, but not limited to, employee welfare benefit plans, deferred compensation plans, stock option plans, bonus plans, stock purchase plans, hospitalization, disability and other insurance plans, severance or termination pay plans within the meaning of and policies, whether or not described in Section 3(3) of ERISA, in which employees of AeroAstro, or their spouses or dependents, participate (“Employee Benefit Plans”) (true and accurate copies of which, together with the most recent annual reports on Form 5500, copies of the latest determination letters, and summary plan descriptions with respect thereto, if applicable, have been furnished to Radyne). Except as set forth on Schedule 3.14, with respect to each Employee Benefit Plan (i) each has been administered in material compliance with its terms and with all applicable laws, including, but not limited to, ERISA and the Code, and each Employee Benefit Plan intended to qualify under Sections 401(a) or 403(a) of the Code has received a favorable determination letter from the Internal Revenue Service; (ii) each loan from Parentno actions, suits, claims (other than benefit claims in the ordinary course of business) or disputes are pending, or, to the knowledge of any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000Principal Shareholder, threatened; (iii) all stock optionno audits, stock purchaseinquiries, phantom stockreviews, stock appreciation rightproceedings, supplemental retirementclaims, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs demands are pending with any governmental or arrangements, regulatory agency; (iv) all bonusthere are no facts which could give rise to any liability in the event of any such investigation, pensionclaim, profit sharingaction, savingssuit, retirementaudit, deferred compensation review, or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, other proceeding; (v) other fringe all material reports, returns, and similar documents required to be filed with any governmental agency or employee benefit plans, programs distributed to any plan participant have been duly or arrangements that apply to senior management and that do not generally apply to all employees, timely filed or distributed; and (vi) to the knowledge of any employment Principal Shareholder, no “prohibited transaction” or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for breach of fiduciary duty has occurred within the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all meaning of the foregoing described in clauses (i) through (vi) next preceding, collectively, applicable provisions of ERISA or the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(a) None of the Parent Disclosure Schedules lists as of the date of this AgreementSPAC, with respect or its Subsidiaries maintains, contributes to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesor has any obligation or liability, (i) all or could reasonably be expected to have any obligation or liability, under, any “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary ERISA or any other material, written plan, policy, program, arrangement or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 days or such ERISA Affiliate to an employee in excess of $5,000, (iiilonger period as may be required by applicable Law) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred providing compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, independent contractor or consultant (provided thatother service provider, for (1) former and current consultantsincluding all incentive, and (2) bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements, but not including any plan, policy, program, arrangement or agreement that covers only former directors, officers officers, employees, independent contractors and employees; such arrangements need only be listed if unsatisfied service providers and with respect to which SPAC or its Subsidiaries have no remaining obligations or liabilities (collectively, the “SPAC Benefit Plans”) and neither the execution and delivery of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all this Agreement nor the consummation of the foregoing described Transactions (either alone or in clauses combination with another event) will (i) through result in any payment (viincluding severance, unemployment compensation, golden parachute, bonus or otherwise) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect becoming due to any planstockholder, arrangement director, officer or practice employee of the type described SPAC or its Subsidiaries, or (ii) result in the preceding sentence other than the Parent Benefit Plans. Parent has notacceleration, since July 30vesting or creation of any rights of any stockholder, 2002director, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director employee of ParentSPAC or its Subsidiaries to payments or benefits or increases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) Schedule 3.15 lists (i) each "employee pension benefit plan," as defined in Section 5.10(a3(2) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesamended ("ERISA"), (iother than a ViComp Multiemployer Plan) all maintained by ViComp, or to which ViComp makes or has made contributions (the "ViComp Pension Plans"); (ii) each "employee welfare benefit plans within the meaning of plan," as defined in Section 3(33(l) of ERISA, (iiother than a ViComp Multiemployer Plan) each loan from Parentmaintained by ViComp, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, which ViComp makes or has made contributions (the "ViComp Welfare Plans"); (iii) all stock optioneach "multiemployer plan," as defined in Section 4001(a)(3) of ERISA, stock purchasemaintained by ViComp, phantom stockor to which ViComp makes or, stock appreciation rightat any time during the last six years, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit has made contributions (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, "ViComp Multiemployer Plans") and (iv) all each collective bargaining, bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive other plans, programs or arrangementsagreements, whether written or oraltrusts, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs funds or arrangements that apply to senior management and that do not generally apply to all (other than a ViComp Pension Plan, ViComp Welfare Plan or ViComp Multiemployer Plan) maintained by ViComp for the benefit of its directors, officers or employees, and (vi) any employment each employment, consulting, severance or service agreements (except for offer letters providing for at-will employment that do not provide for severanceindemnification arrangement or understanding between ViComp, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for on the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultantsone hand, and (2) any current or former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderother employees (or affiliates thereof) of Parent or any Parent Subsidiary ViComp, on the other hand (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the collectively "Parent ViComp Benefit PlansArrangements"). Parent ViComp has no liability with respect plan or commitment, whether legally binding or not, to create any planadditional ViComp Pension Plans, arrangement ViComp Welfare Plans or practice ViComp Benefit Arrangements (collectively, "ViComp Employee Plans") or modify or change any existing ViComp Employee Plan that would affect any employee or former employee of ViComp, except as may be required to maintain the qualified status of any ViComp Pension Plans which are intended to be qualified under Section 401(a) of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentCode.

Employee Benefit Plans. (a) Section 5.10(aSchedule 5.14(a) of lists, and TPB has delivered or made available to Parent prior to the Parent Disclosure Schedules lists as of the date execution of this Agreement, correct and complete information with respect to and copies of all pension, retirement, profit-sharing, employee stock ownership, salary continuation, deferred compensation and split dollar policies, plans and agreements; all director deferral and director retirement policies, plans and agreements; all equity-based policies, plans and agreements relating to grants of stock options, warrants, restricted stock, restricted stock units or other equity awards; all policies, plans and agreements relating to severance pay, vacation and paid-time-off; all cash or equity-based bonus plans and any other incentive plans; all other written or unwritten employee programs, arrangements or agreements; all medical, vision, dental or other health plans, all life and disability insurance plans, flexible spending accounts and all other employee benefit plans or fringe benefit plans, including, without limitation, “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), adopted, maintained by, sponsored in whole or in part by, or contributed to by any TPB Company, any Affiliate of a TPB Company, or any ERISA Affiliate thereof within the last six (6) years for the benefit of employees, retirees, dependents, spouses, directors, independent contractors or other beneficiaries (collectively, the “TPB Benefit Plans”). TPB also has delivered or made available to Parent prior to the execution of this Agreement correct and complete copies of (where applicable) the Parent Subsidiaries and their respective ERISA Affiliates, following with respect to each of the TPB Benefit Plans: (i) all employee benefit plans within the meaning summary plan descriptions, summaries of Section 3(3) of ERISAmaterial modifications, and amendments; (ii) each loan the most recent determination or opinion letters, as applicable, received from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, the Internal Revenue Service; (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit the three (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, 3) most recent Form 5500 Annual Reports; (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, the three (3) most recent audited financial statements and actuarial valuations; (v) all material related agreements, insurance contracts and other fringe documents that implement or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, impact the TPB Benefit Plan; and (vi) any employment notices to or service agreements from the Internal Revenue Service, any office or representative of the Department of Labor or any other Governmental Authority relating to any compliance issues in respect of any TPB Benefit Plan. Any TPB Benefit Plan that is an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, is referred to herein as a “TPB ERISA Plan.” No TPB Benefit Plan is or has been a “defined benefit plan” (except for offer letters providing for atas defined in Section 414(j) of the IRC) or a “multi-will employment that do not provide for severance, acceleration or post-termination benefitsemployer plan” (as defined in Section 3(37) of ERISA), compensation agreements a multiple employer plan (as defined in Section 3(40) of ERISA) or severance agreementsSection 413(c) of the IRC, written or, except as designated on Schedule 5.14(a), a multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA), and, except as described on Schedule 5.14(a), no ERISA Affiliate of any TPB Company maintains, sponsors or otherwise, for the benefit ofcontributes to, or relating has ever maintained, sponsored or contributed to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any employee benefit plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. Schedule 4.23 sets forth a true and complete list of all written and oral pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive compensation, bonus, vacation, severance, sickness or disability, hospitalization, individual and group health and accident insurance, individual and group life insurance and other material employee benefit plans, programs, commitments or funding arrangements maintained by XXXXXX, to which XXXXXX is a party, or under which XXXXXX has any obligations, present or future (aother than obligations to pay current wages, salaries or sales commissions terminable on notice of 30 days or less) in respect of, or which otherwise cover or benefit, any of the current or former officers, employees or sales representatives (whether or not employees) of XXXXXX, or their beneficiaries (hereinafter individually referred to as "XXXXXX Employee Benefit Plan" and collectively referred to as "XXXXXX Employee Benefit Plans"). XXXXXX has delivered or made available to GAMZ true and complete copies of all documents, as they may have been amended to the date hereof, embodying the terms of the XXXXXX Employee Benefit Plans. Except for the XXXXXX Employee Benefit Plans identified in Schedule 4.23, there is no "employee pension benefit plan", "employee welfare benefit plan" or "employee benefit plan" within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA. No XXXXXX Employee Benefit Plan to which XXXXXX or any ERISA Affiliate has maintained or contributed to is subject to Title IV of ERISA or Section 5.10(a412 of the Code. XXXXXX does not maintain and has not maintained a plan which meets the safe harbor requirements of Section 414(n)(5) of the Parent Disclosure Schedules lists as of the date of this Agreement, Code and XXXXXX has not made any representations (including oral representations) with respect to Parent the existence of such a plan to any customers, clients, employees or any other person. XXXXXX does not maintain and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans has not maintained any "voluntary employees' beneficiary association" within the meaning of Section 3(3501(c)(9) of the Code. Except as set forth in Schedule 4.23, each XXXXXX Employee Benefit Plan described in Schedule 4.23 is in full force and effect in accordance with its terms and there are no material actions, suits or claims pending (other than routine claims for benefits) or, to XXXXXX'x knowledge, threatened, against any XXXXXX Employee Benefit Plan or any fiduciary thereof and XXXXXX has performed all material obligations required to be performed by it under, and is not in default under or in violation of, any XXXXXX Employee Benefit Plan, in any material respect, and XXXXXX is in compliance in all material respects with the requirements prescribed by all statutes, laws, ordinances, orders or governmental rules or regulations applicable to the XXXXXX Employee Benefit Plans, including, without limitation, ERISA and the Code. Neither XXXXXX nor any other "party-in-interest," as defined in Section 3(14) of ERISA, (ii) each loan from Parenthas engaged in any "prohibited transaction," as defined in Section 406 of ERISA, which could subject any Parent Subsidiary XXXXXX Employee Benefit Plan, XXXXXX or GAMZ or any such officer, director, partner or employee of XXXXXX or GAMZ or any fiduciary of any XXXXXX Employee Benefit Plan to a material penalty or excise tax imposed under Section 502(i) of ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (and Section 125 4975 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a3.17(a) of the Parent Company Disclosure Schedules lists as Schedule sets forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and (ii) each loan from Parentall other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, of or relating toto any current or former employee or director of the Company, any present of its Subsidiaries or former director, officer, employee, any other trade or consultant business (provided that, for whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (1) former and current consultantsan “ERISA Affiliate”), and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent with respect to which the Company or any of its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan (as applicable), the Company has made available to Parent Subsidiary complete and accurate copies of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through the most recent two years’ annual reports on Form 5500, including all schedules thereto; (viii) next precedingthe most recent determination letter from the Internal Revenue Service for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (iii) the plan documents and summary plan descriptions, collectivelyor a written description of the terms of any Employee Plan that is not in writing; (iv) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (v) any notices to or from the "Parent Benefit Plans"). Parent has no liability with respect Internal Revenue Service or any office or representative of the Department of Labor or any similar Governmental Entity during the most recent 12 months relating to any compliance issues in respect of any such Employee Plan. No Employee Plan is (i) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (ii) subject to Section 302 of ERISA, arrangement or practice Section 412 of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension Code or Title IV of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentERISA.

Employee Benefit Plans. (a) Section 5.10(a) Except as may be contemplated by the Acquiror Omnibus Incentive Plan Proposal, neither Acquiror, Merger Sub, nor any of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA AffiliatesSubsidiaries maintains, (i) all contributes to or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary ERISA or any other material, written plan, policy, program, arrangement or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than 60 days or such ERISA Affiliate to an employee in excess of $5,000, (iiilonger period as may be required by applicable Law) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred providing compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, independent contractor or consultant (provided thatother service provider, for (1) former and current consultantsincluding, and (2) without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements, but not including any plan, policy, program, arrangement or agreement that covers only former directors, officers officers, employees, independent contractors and employees; such arrangements need only be listed if unsatisfied obligations of Parent service providers and with respect to which Acquiror, Merger Sub or any Parent Subsidiary of greater than $5,000 remain thereundertheir respective Subsidiaries have no remaining obligations or liabilities (collectively, the “Acquiror Benefit Plans”) and neither the execution and delivery of Parent or any Parent Subsidiary (all this Agreement nor the consummation of the foregoing described transactions contemplated by this Agreement (either alone or in clauses combination with another event) will (i) through result in any payment (viincluding severance, unemployment compensation, golden parachute, bonus or otherwise) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect becoming due to any planshareholder, arrangement director, officer or practice employee of the type described Acquiror, Merger Sub or any of their respective Subsidiaries, or (ii) result in the preceding sentence other than the Parent Benefit Plans. Parent has notacceleration, since July 30vesting or creation of any rights of any shareholder, 2002director, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director employee of ParentAcquiror, Merger Sub or any of their respective Subsidiaries to payments or benefits or increases in any existing payments or benefits or any loan forgiveness.

Employee Benefit Plans. (a) Section 5.10(a3.13(a) of the Parent Company Disclosure Schedules lists as Letter contains a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each “employee benefit plans within the meaning of plan” (as such term is defined in Section 3(3) of ERISA) (whether or not subject to ERISA) that the Company or any of its Subsidiaries sponsors, participates in, is a party or contributes to (or is required to contribute to), or with respect to which the Company or any of its Subsidiaries could reasonably be expected to have any liability; and (ii) each loan from Parentother employee benefit plan, program, policy or arrangement, whether written or oral, including any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental phantom stock or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement, severancepension, salary continuationvacation, sabbaticalholiday, employee relocationcafeteria, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code)medical, life insurance or accident insurance plansinsurance, programs or arrangementsdisability, (iv) all bonusretiree healthcare, pensionretiree life insurance, deferred compensation, profit sharing, savingschange in control, retirementretention, deferred unemployment, or severance compensation plan, program, policy or incentive plansarrangement; and each employment, programs severance, change in control or arrangementsconsulting agreement, whether written in each case, for any current or oralformer employee or director, qualified or nonqualifiedother individual service provider (or for any dependent or beneficiary thereof), funded of the Company or unfundedany of its Subsidiaries (each such current or former employee, currently effective director, or terminatedother individual service provider, (va “Company Employee”) other fringe or that does not constitute an “employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and plan” (vias defined in Section 3(3) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefitsof ERISA), compensation agreements that the Company or severance agreementsany of its Subsidiaries presently sponsors, written participates in, is a party or otherwise, for the benefit ofcontributes to (or is required to contribute to), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries could reasonably be expected to have any liability (whether or not material, arrangement or practice each, a “Benefit Plan”). Each of the type described Benefit Plans that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code is hereinafter referred to in the preceding sentence other than the Parent Benefit Plansthis Section 3.13 as a “Title IV Plan”. Parent has not, since July 30, 2002, extended credit, arranged for the extension No Title IV Plan is a multiemployer plan as defined in Section 3(37) of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentERISA.

Employee Benefit Plans. (a) Section 5.10(a) A list of the Parent Disclosure Schedules lists all material Company Benefit Plans as of the date of this AgreementAgreement are identified on Company Disclosure Schedule 3.17(a). For this purpose, a “Company Benefit Plan” means each benefit and compensation plans, contracts, policies, or arrangements (whether or not written) (i) covering current or former employees of Company or any of its Subsidiaries (the “Company Employees”), (ii) covering current or former members of its board of directors of Company or any of its Subsidiaries, or (iii) with respect to Parent and which Company or any Subsidiary has or may have any liability or contingent liability (including liability arising from affiliation under Section 414 of the Parent Subsidiaries and their respective ERISA AffiliatesCode or Section 4001 of ERISA) including, (i) all but not limited to, “employee benefit plans plans” within the meaning of Section 3(3) of ERISA (whether or not covered by ERISA), (ii) each loan from Parentand deferred compensation, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stockstock appreciation rights, stock appreciation rightbased, supplemental retirementincentive and bonus plans, severanceequity based arrangements, retention, salary continuation, sabbaticalchange in control, employee relocationvacation, cafeteria benefit (paid time off, insurance, split dollar life insurance, welfare and fringe-benefit, medical, dental, vision, disability, Code Section 125 cafeteria, and flexible benefits. True and complete copies of all material Company Benefit Plans have been made available to Buyer including, in each case to the Codeextent applicable, (i) the current plan documentation, amendments thereto, the current summary plan description, and any summaries of material modifications related thereto, (ii) annual reports (Form 5500s) and all attachments thereto (including audited financial statements), dependent care if any, filed with the IRS for the last three (Section 129 of 3) years, (iii) the Code)most recently received IRS determination letter, life insurance if any, or accident insurance planspre-approved plan or advisory letter issued by the IRS, programs or arrangementsrelating to any such Company Benefit Plan, (iv) all bonusthe current trust agreement, pension, profit sharing, savings, retirement, deferred compensation insurance contract or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedother funding arrangement and any amendments related thereto, (v) other fringe or employee benefit plansnon-discrimination testing results for the last three (3) completed plan years, programs or arrangements that apply to senior management (vi) actuarial valuations and that do not generally apply to all employeesreports for the last three (3) completed plan years, and (vivii) any employment all material non-routine correspondence received from or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect sent to any plan, arrangement or practice of the type described Governmental Authority in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentlast three (3) years.

Employee Benefit Plans. (a) Section 5.10(a) Tritel has made available to TeleCorp true, complete and correct copies of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the ERISA) and all bonus, (ii) each loan from Parent, any Parent Subsidiary stock or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock other security option, stock or other security purchase, phantom stockstock or other security appreciation rights, stock appreciation rightincentive, deferred compensation, retirement or supplemental retirement, severance, salary continuationgolden parachute, sabbaticalvacation, cafeteria, dependent care, medical care, employee relocationassistance program, cafeteria education or tuition assistance programs, plant closing or similar benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs retiree health or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive life benefit plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) insurance and other similar fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any executive employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreements, or a written summary of the material terms of any of the foregoing agreements if not in writing, which have ever been sponsored, maintained, contributed to or otherwise, entered into for the benefit of, or relating to, any present or former directoremployee, officer, employeedirector or consultant of Tritel or any of its Subsidiaries, or consultant any trade or business (provided thatwhether or not incorporated) which is a member of a controlled group or which is under common control with Tritel, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) Tritel, within the meaning of Parent or any Parent Subsidiary (all Section 414 of the foregoing described in clauses Code or Section 4001 of ERISA (i) through a "Tritel ERISA Affiliate"), whether ---------------------- or not such plan is terminated (vi) next preceding, collectivelytogether, the "Parent Benefit Tritel Employee Plans"). Parent In --------------------- addition, Tritel has no liability made available to TeleCorp with respect to each Tritel Employee Plan true, complete and correct copies of each of the following, if applicable: the most recent summary plan description and any plansubsequent summary of material modifications; any related trust, arrangement insurance policy or practice other funding vehicle or contract providing for benefits (including any trusts of the type described in known as "rabbi trusts"); and the preceding sentence other than three most recent Form 5500 series Annual Report with all schedules filed with the Parent Benefit PlansIRS. Parent has notSubject to the requirements of ERISA, since July 30there are no restrictions on the ability of the sponsor of each Tritel Employee Plan to amend or terminate any Tritel Employee Plan and each Tritel Employee Plan may with the consent of Tritel (or applicable Subsidiary or Tritel ERISA Affiliate) be assumed by the Holding Company or the Second Merger Sub, 2002, extended credit, arranged for as the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentcase may be.

Employee Benefit Plans. (a) Section 5.10(aSchedule 3.12(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent all written and the Parent Subsidiaries and their respective ERISA Affiliates, (i) describes all non-written employee benefit plans within the meaning of (as defined in Section 3(3) of ERISA) (other than any “multiemployer plan” as defined in Section 3(37) of ERISA) and all bonus, (ii) each loan from Parentstock or other security, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock or other security purchase, phantom stockstock or other security appreciation rights, stock appreciation rightincentive, deferred compensation, pension or supplemental retirement, profit sharing, “change in control,” termination, severance, salary continuationgolden parachute, sabbaticalvacation, cafeteria, dependent care, medical care, employee relocationassistance program, cafeteria benefit (Section 125 of the Code)education or tuition assistance programs, dependent care (Section 129 of the Code), life insurance and other similar fringe or accident insurance plansemployee benefits plan, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreements, written or otherwise, that are sponsored or maintained or entered into or required to be contributed to for the benefit of, or relating to, any present or former director, officer, employee, director or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent the Company or any Parent Subsidiary of greater than $5,000 remain thereunderthe Company, or with respect to which the Company or any Subsidiary of the Company has any Liability (collectively, the “Employee Plans”) and each “multiemployer plan” (as such term is defined in Section 3(37) of Parent ERISA) to which the Company or any ERISA Affiliate is obligated to contribute or has any Liability (each “Multiemployer Plan”). The Company and its Subsidiaries have made available to the Parent Subsidiary with respect to each Employee Plan correct and complete copies of (all of the foregoing described in clauses where applicable): (i) through all plan documents (or, if not written, a written summary of its material terms), summary plan descriptions, summaries or material modifications and amendments related to such plans, (ii) the most recent determination letters received from the IRS, where applicable, (iii) the three most recent Form 5500 Annual Reports, along with all schedules and attachments, (iv) the most recent audited financial statement and actuarial valuation, (v) all material correspondence relating to any such Employee Plan between the Company, its Subsidiaries or their representatives and any government agency or regulatory body (including, without limitation, any filings under the IRS Employee Plans Compliance Resolution System or the Department of Labor Delinquent Filer Program and any reportable event filing with the PBGC) within three years of the date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary, (vi) next precedingall related agreements, collectivelycollective bargaining agreements, insurance contracts, trust agreements, fiduciary bonds and other agreements or instruments which implement each such Employee Plan and (vii) the "Parent Benefit Plans")most recent notice received by the Company or any ERISA Affiliate indicating the estimated withdrawal liability for each Multiemployer Plan and all other material correspondence concerning each Multiemployer Plan received within three years of the date hereof but only to the extent such correspondence would reveal an issue that constitutes or could be expected to result in material Liability to the Company or any Subsidiary. Parent Neither the Company nor its Subsidiaries has no liability with respect to any legally binding commitment or formal plan, arrangement to create any additional employee benefit plan or practice of the type described modify or change any existing Employee Plan, except as required by law or provided in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentapplicable Collective Bargaining Agreement.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this AgreementAll employee compensation, with respect to Parent incentive, fringe or benefit plans, programs, policies, commitments or other arrangements (whether or not set forth in a written document and the Parent Subsidiaries and their respective ERISA Affiliatesincluding, (i) without limitation, all "employee benefit plans plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) covering any active or former employee, director or consultant of Company, or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Company within the meaning of Section 414 of the Code (an "Affiliate"), with respect to which Company has liability, are listed in Section 2.11(a) of the Company Schedule (collectively, the "Plans"). Company has provided, or will provide within five (5) business days of the date hereof, to Parent: (i) correct and complete copies of all documents embodying each Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Plan; (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, Plan; (iii) all stock optionthe most recent summary plan description together with the summary(ies) of material modifications thereto, stock purchaseif any, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, required under ERISA with respect to each Plan; (iv) all bonusInternal Revenue Service (the "IRS") or Department of Labor (the "DOL") determination, pensionopinion, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, notification and advisory letters; (v) other fringe all material correspondence to or employee benefit plans, programs or arrangements that apply from any governmental agency relating to senior management and that do not generally apply to all employees, and any Plan; (vi) all material communications to employees or former employees, relating to any employment amendments, terminations, establishments, increases or service agreements (except for offer letters providing for at-will employment that do not provide for severancedecreases in benefits, acceleration of payments or post-termination benefits), compensation agreements vesting schedules or severance agreements, written other events which would result in any material liability under any Plan or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, proposed Plan; and (2vii) former directorsall registration statements, officers annual reports (Form 11-K and employees; such arrangements need only be listed if unsatisfied obligations of Parent or all attachments thereto) and prospectuses prepared in connection with any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all Plan. None of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlans is self-insured.

Employee Benefit Plans. (a) Section 5.10(a3.16(a) of the Parent Seller Disclosure Schedules lists as Schedule contains a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee compensation, incentive, fringe or benefit plans plans, programs, policies, commitments, agreements (including, without limitation, all employment, severance, change of control or similar agreements) or other arrangements (whether or not set forth in a written document and including, without limitation, all "employee benefit plans" within the meaning of Section 3(3) of ERISA, (ii) each loan from Parent, maintained or contributed to by Seller or a Seller affiliate covering any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present active or former director, officer, employee, director or consultant of Seller (provided thateach, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next precedinga "Seller Employee" and, collectively, the "Parent Benefit Seller Employees" which shall, for all purposes of and under this Section 3.16, mean an employee of Seller or a Seller Affiliate (as defined below)), any Subsidiary of Seller or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with Seller within the meaning of Section 414(b), (c) or (m) of the Code (each, a "Seller Affiliate" and, collectively, the "Seller Affiliates") (each, a "Seller Plan" and, collectively, the "Seller Plans"). Parent Seller has no liability provided or made available to Purchaser: (i) correct and complete copies of all documents embodying each Seller Plan, including, without limitation, all amendments thereto, all trust documents related thereto, and all material written agreements and contracts related thereto; (ii) the most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Seller Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Seller Plan; (iv) all IRS determination, opinion, notification and advisory letters with respect to each Seller Plan; (v) all material correspondence to or from any planGovernmental Authority relating to any Seller Plan; (vi) all forms and related notices required under the Consolidated Omnibus Budget Reconciliation Act of 1985, arrangement or practice as amended, with respect to each Seller Plan; (vii) the most recent discrimination tests for each Seller Plan required to perform such tests; (viii) the most recent actuarial valuations, if any, prepared for each Seller Plan; (ix) if the Seller Plan is funded, the most recent annual and periodic accounting of the type described assets of each Seller Plan; and (x) all communication to Seller Employees relating to any Seller Plan and any proposed Seller Plan, in the preceding sentence other than the Parent Benefit Plans. Parent has noteach case, since July 30relating to any amendments, 2002terminations, extended creditestablishments, arranged for the extension increases or decreases in benefits, acceleration of creditpayments or vesting schedules, or renewed, modified other events which would result in any material Liability to Seller or forgiven an extension any Seller Affiliate in respect of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentSeller Plan.

Employee Benefit Plans. (a) Section 5.10(a2.16(a) of the Parent PhotoMedex Disclosure Schedules lists as of the date of this AgreementLetter lists, with respect to Parent PhotoMedex and the Parent Subsidiaries and their respective ERISA AffiliatesPhotoMedex Subsidiaries, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan material loans from Parent, any Parent Subsidiary or any such ERISA Affiliate PhotoMedex to an employee officers and directors other than advances for expense reimbursements incurred in excess the ordinary course of $5,000business, (iii) all stock any securities option, securities stock purchase, phantom stocksecurities, stock securities appreciation right, equity-related, supplemental retirement, severance, salary continuationsabbatical, sabbaticalmedical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), Code section 125) or dependent care (Code Section 129 of the Code129), life insurance or accident insurance plans, programs programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, retirement, deferred compensation or incentive plans, programs programs, policies, agreements or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe material fringe, perquisite, or employee benefit plans, programs programs, policies, agreements or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment current or service agreements (except for offer letters providing for at-will employment that do not provide for severanceformer employment, acceleration change of control, retention or post-executive compensation, termination benefits)or severance plans, compensation programs, policies, collective bargaining, agreements or severance agreementsarrangements, written or otherwise, as to which material unsatisfied liabilities or obligations, contingent or otherwise, remain for the benefit of, or relating to, any present or former employee, consultant, manager or director, officeror which could reasonably be expected to have any material liabilities or obligations (together, employeethe “PhotoMedex Benefit Plans”). The term PhotoMedex Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which any trade or business (whether or not incorporated) that is treated as a single employer with PhotoMedex and the PhotoMedex Subsidiaries within the meaning of Section 414(b), (c), (m) or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereundero) of Parent or the Code (a “PhotoMedex ERISA Affiliate”) may have any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentliability.

Employee Benefit Plans. (a) The Flag Companies have disclosed in Section 5.10(a) 6.14 of the Parent Flag Disclosure Schedules lists as of Memorandum, and delivered or made available to FCB prior to the date execution of this Agreement, with respect to Parent correct and the Parent Subsidiaries and their respective ERISA Affiliates, complete copies in each case of (i) all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, phantom stock, share appreciation rights, supplemental pension, retainer, savings, retirement, severance pay, termination pay, change of control, vacation, bonus or other incentive plans, (ii) all other written employee policies, programs, arrangements or agreements of any kind providing compensation, remuneration or benefits or perquisites of any kind, (iii) all medical, vision, dental or other health or welfare plans, all life insurance plans and all other employee benefit plans within the meaning of or fringe benefit plans, including, without limitation, “employee benefit plans” as that term is defined in Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive “specified fringe benefit plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated” as defined in Section 6039D(d)(1) of the Internal Revenue Code, (v) other fringe all “nonqualified deferred compensation plans” as defined in Sections 409A(d)(1) or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees3121(v)(2)(C) of the Internal Revenue Code, and (vi) all “multiemployer plans” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA, which is currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or which has within the past seven years been adopted, maintained by, sponsored in whole or in part by, or contributed to by, any employment Flag Companies or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, any Affiliate thereof for the benefit ofof current or former employees, directors, independent contractors, shareholders, officers or other individuals, or relating toany spouse, child or other dependent of such individuals or which could result in any present or former director, officer, employee, or consultant liability being asserted against any Flag Company (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent “Flag Benefit Plans"”). Parent has no liability with respect to any plan, arrangement or practice Any of the type described Flag Benefit Plans which is an “employee welfare benefit plan,” as that term is defined in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension Section 3(l) of creditERISA, or renewedan “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, modified is referred to herein as a “Flag ERISA Plan.” Each Flag ERISA Plan which is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code or forgiven Section 3(35) of ERISA) is referred to herein as an extension “Flag Pension Plan”. No Flag Benefit Plan is or has been a “multi-employer plan” within the meaning of credit made prior to such date, in the form of a personal loan to Sections 3(37) or for any person who was, at any time since such date, an officer or director of Parent.4001(a)(3)

Employee Benefit Plans. SCHEDULE 3.20 sets forth (aj) Section 5.10(aa list of the employee pension benefit plans (as defined in section 3(2) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as of amended ("ERISA")) established and maintained by the date of this Agreement, Company or with respect to Parent and which the Parent Subsidiaries and their respective ERISA AffiliatesCompany is a participating or contributing employer (the "Pension Plans"), (ib) all a brief description of the employee benefit plans within the meaning of Section 3(3) of ERISAand arrangements with employees for profit-sharing, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock optionownership, stock purchase, stock option, phantom stock, stock appreciation right, supplemental retirementdisability, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code)death benefit, life insurance or accident insurance plansinsurance, programs or arrangementsmedical, (iv) all bonushospitalization, pensiondisability, profit sharingworkers' compensation, savingssupplemental unemployment, vacations, severance pay, retirement, deferred compensation insurance or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, other employee benefits maintained by the Company not set forth in the foregoing clause (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesi), and (viiii) a list containing a description of any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceother employment, acceleration or post-termination benefits), compensation agreements consulting or severance agreementscontract, written or otherwisebonus program, for the benefit ofincentive compensation arrangement, deferred compensation arrangement, or relating to, any present employee or former director, officer, employee, or consultant (provided that, for (1) former retiree benefits maintained by the Company and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing not described in clauses (i) through or (viii) next precedingabove (individually, a "Plan"; collectively, the "Parent Benefit Plans"). Parent No employee of the Business is a participant in any employee benefit plan or arrangement other than a Plan. The Company has no liability (including, without limitation, any potential or contingent liability under Title IV of ERISA) with respect to any employee benefit plan, arrangement other than a Plan. Seller has delivered to Buyer true and complete copies of (A) each Plan, (B) the summary plan description for each Plan, (C) the latest annual report which has been filed with the IRS for each Plan for which such filing was required, (D) the most recent IRS determination letter for each Pension Plan, (E) copies of any report for the three most recent Plan years showing compliance with discrimination rules under those of Code Sections 401(a), 401(k), 401(m), 419, 419A, 505, 501(c)(9), 105(h), 125 or practice 129 applicable to such Plan, and (F) all correspondence with any governmental agency concerning any audit, investigation, or controversy concerning any Plan. With respect to Pension Plans: (a) no liability has been incurred by the Company to the PGBC or the IRS or to the participants or beneficiaries thereof, other than claims for Pension Plan benefits and other immaterial benefits in the ordinary course which claims have been satisfied in full and each Pension Plan has been operated in all material respects in accordance with its terms and with applicable law; (b) no prohibited transaction, within the meaning of section 406 or 408 of ERISA, has occurred with respect to any Pension Plan; (c) all governmental filings and all disclosures and communications to participants and beneficiaries required to be made pursuant to ERISA with respect to the Pension Plans and related trusts have been made in a timely manner; (d) each Pension Plan is qualified within the meaning of section 401(a) of the type described Internal Revenue Code of 1986, as amended (the "Code"), and each related trust is exempt from taxation under section 501(a) of the Code and no event has occurred and no circumstance exists that would adversely affect such qualification or exemption; (e) a favorable determination letter has been received from the IRS with respect to each Pension Plan; and (D no Pension Plan is a multiemployer plan (within the meaning of section 3(37) of ERISA). No material liability, contingent or otherwise, exists with respect to any Plan other than retiree welfare benefit liabilities disclosed in SCHEDULE 5.7(a) which liabilities are accurately reflected on such Schedule. No Plan is subject to the provisions of Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. There are no actions, claims, lawsuits or arbitrations (other than routine claims for benefits) pending, or, to the knowledge of Seller, threatened, with respect to any Plan or the assets of any Plan, and Seller has no knowledge of any facts which could give rise to any such actions, claims, lawsuits or arbitrations (other than routine claims for benefits). With respect to each Plan, all contributions and insurance premiums paid by the Company are tax deductible. The Company has paid all contributions (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the preceding sentence financial information furnished pursuant to Section 3.9. Except as disclosed in SCHEDULE 5.7(a), no Plan provides or is required to provide, now or in the future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any person beyond termination of employment with the Company, except to the extent required under the state insurance law or under Part 6 of Subtitle B of Title I of ERISA and under Section 4980(B) of the Code. No Plan covers any individual other than with respect to periods of employment with the Parent Benefit Company, other than spouses and dependents of employees of the Company under health and child care Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(aDisclosure Schedule 3.13(a) contains a true and complete list of each pension, retirement, savings and profit-sharing, bonus, incentive deferred compensation, severance pay or any other employee benefit plan, fund or program with the meaning of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any stock purchase agreement or arrangement, supplemental savings and profit sharing plan, bonus retention plan, non-qualified deferred compensation plan, change in control agreement, and all other plans contributed to, maintained or sponsored by, any of, or on behalf of, Company, or any of its Subsidiaries, whether written or unwritten, whether or not subject to ERISA and a general description of Company incentive and/or commission plans typically used by Company (each, “Employee Benefit Plans”) covering present and former employees of Company, or any of its Subsidiaries. Except for the date Employee Benefit Plans, Company and its Subsidiaries do not sponsor, maintain or administer any other employee benefit plan, program, contract, policy or arrangement covering current or former employees or directors of this AgreementCompany or any of its Subsidiaries. Company has, with respect to each such Employee Benefits Plan, delivered to Parent true and the Parent Subsidiaries and their respective ERISA Affiliates, complete copies of: (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, current plan texts and agreements and related trust agreements or annuity contracts and any amendments thereto; (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an all current summary plan descriptions and material employee in excess of $5,000, communications; (iii) the Form 5500 filed in each of the most recent three plan years (including all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit schedules thereto and the opinions of independent accountants); (iv) the most recent actuarial valuation (if any); (v) the most recent annual and periodic accounting of plan assets; (vi) if the plan is intended to qualify under Section 125 401(a) or 403(a) of the Code), dependent care the most recent determination letter received from the Internal Revenue Service; and (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (ivvii) all bonusmaterial communications with any governmental entity or agency (including, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectivelywithout limitation, the "Parent Department of Labor, Internal Revenue Service and the Pension Benefit Plans"Guaranty Corporation (“PBGC”). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, ) since July 30January 1, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a4.17(a) of the Parent Company Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, each (i) all “employee benefit plans plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan from Parentother employee benefit plan, agreement, arrangement, program, policy or practice, including without limitation, any Parent Subsidiary equity or any such ERISA Affiliate to an employee in excess of $5,000, equity-based compensation (iii) all including without limitation stock option, stock purchase, stock award, stock appreciation, phantom stock, restricted stock appreciation rightor restricted stock unit), supplemental deferred compensation, pension, retirement, severancesavings, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savingsincentive compensation, retirementretention, deferred compensation change-in-control, medical, dental, vision, prescription drug, life insurance, death benefit, cafeteria, flexible spending, dependent care, fringe benefit (other than de minimis perks), vacation, paid time off, holiday pay, disability, sick pay, workers compensation, unemployment, severance, employee loan or incentive planseducational assistance plan, programs agreement, arrangement, program, policy or arrangementspractice, whether and (iii) any employment, consulting, indemnification or other individual services agreement, which in the case of each of clauses (i), (ii) and (iii), is sponsored or maintained by any Group Company or any of their Affiliates, or to which any Group Company or any of their Affiliates contributes or is required to contribute or is a party, on behalf of current or former employees, officers, independent contractors or directors of any Group Company or their spouses, beneficiaries or dependents, or with respect to which any Group Company has or may have any Liability, contingent or otherwise (“Benefit Plans”). No Benefit Plan covers employees other than employees of the Group Companies. The Group Companies have delivered or made available to Parent complete and correct copies (including all amendments) of each employee handbook applicable to employees of the Group Companies, and, with respect to each Benefit Plan (as applicable): (i) the plan document (or a written summary of any unwritten Benefit Plan); (ii) the summary plan description; (iii) any trust agreement, insurance contract or oralother funding agreement; (iv) any administrative services, qualified recordkeeping, investment advisory, investment management or nonqualified, funded or unfunded, currently effective or terminated, other service agreement; (v) other fringe the latest IRS determination letter and the latest IRS opinion or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesadvisory letter, and any pending application for an IRS determination letter and any correspondence with the IRS related thereto; (vi) any employment or service agreements the last three annual financial statements; (except for offer letters providing for at-will employment that do not provide for severancevii) the last three annual reports on Form 5500 (including all schedules, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultantsaccountant’s reports, and other attachments); and (2viii) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent the last three actuarial valuations or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentreports.

Employee Benefit Plans. (a) Section 5.10(a4.14(a)(i) of the Parent Company Disclosure Schedules lists Letter sets forth a list, as of the date hereof, of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (sometimes referred to individually as a “Company Pension Plan” and collectively as the “Company Pension Plans”), all “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to individually as a “Company Welfare Plan” and collectively as the “Company Welfare Plans”), and each vacation or paid time off, severance, termination, retention, change in control, employment, incentive compensation, performance, profit sharing, stock-based, stock-related, stock option, fringe benefit, perquisite, stock purchase, stock ownership, phantom stock and deferred compensation plan, arrangement, agreement and understanding and other compensation, benefit and fringe benefit plans, arrangements, agreements and understandings (whether or not legally binding), sponsored, maintained, contributed to or required to be sponsored, maintained or contributed to, by the Company, any Company Subsidiary or any other Person that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or any other applicable Law (each, a “Commonly Controlled Entity”), in each case, providing benefits to any Company Participant, but not including the Company Benefit Agreements (all such plans, arrangements, agreements and understandings, including any such plan, arrangement, agreement or understanding entered into or adopted on or after the date of this Agreement, with respect to Parent and collectively, “Company Benefit Plans”). Section 4.14(a)(ii) of the Parent Subsidiaries and their respective ERISA AffiliatesCompany Disclosure Letter sets forth a list, as of the date hereof, of (i) all each employment, deferred compensation, change in control, severance, termination, employee benefit plans within benefit, loan or indemnification agreement between the meaning of Section 3(3) of ERISACompany or any Company Subsidiary, on the one hand, and any Company Participant, on the other hand, and (ii) each loan from Parent, any Parent Subsidiary contract between the Company or any such ERISA Affiliate to an employee in excess of $5,000Company Subsidiary, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of on the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesone hand, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severanceCompany Participant, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for on the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary other hand (all of such contracts under the foregoing described in clauses (i) through and (vi) next precedingii), including any contract which is entered into on or after the date of this Agreement, collectively, the "Parent “Company Benefit Plans"Agreements”). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Set forth in Section 5.10(a) 3.13 ---------------------- of the Parent Company Disclosure Schedules lists as Letter attached hereto is an accurate and complete list of the date of this Agreement, with respect to Parent all domestic and the Parent Subsidiaries and their respective ERISA Affiliates, foreign (i) all "employee benefit plans plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"), (ii) each loan from Parentbonus, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation rightincentive, supplemental fringe benefit, "voluntary employees' beneficiary associations" under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the "Code"), profit-sharing, pension or retirement, severancedeferred compensation, medical, life insurance, disability, accident, salary continuation, sabbaticalseverance, employee relocationaccrued leave, cafeteria benefit (Section 125 of the Code)vacation, dependent care (Section 129 of the Code)sick pay, life insurance or accident insurance planssick leave, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee supplemental retirement and unemployment benefit plans, programs programs, arrangements, commitments and/or practices (whether or arrangements that apply to senior management and that do not generally apply to all employeesinsured), and (viiii) employment, consulting, termination, and severance contracts or agreements, in each case for active, retired or former employees or directors, whether or not any employment or service such plans, programs, arrangements, commitments, contracts, agreements and/or practices (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefitsreferred to in (i), compensation agreements (ii) or severance agreements(iii) above) are in writing or are otherwise exempt from the provisions of ERISA, written that have been established, maintained or otherwisecontributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations purpose of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described representations in clauses this Section 3.13, any predecessors to the Company or to any of its Subsidiaries and all employers (iwhether or not incorporated) through that would be treated together with the Company or any of its Subsidiaries as a single employer within the meaning of Section 414 of the Code since January 1, 1993 (vian "ERISA Affiliate") next preceding, (collectively, the "Parent Employee Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(a3.11(a) of the Parent Company Disclosure Schedules lists as Letter sets forth a correct and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee welfare benefit plans within the meaning of Section 3(3(as defined in section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”)), (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an all employee pension benefit plans (as defined in excess Section 3(2) of $5,000, ERISA) and (iii) all stock optionother employee benefit plans, programs, policies, agreements or arrangements, including any deferred compensation plan, incentive plan, bonus plan or arrangement, stock purchase, phantom stockoption plan, stock appreciation rightpurchase plan, supplemental retirementstock award plan or other equity-based plan, severancechange in control agreement, salary continuationretention, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code)severance pay plan, dependent care plan, sick leave, disability, death benefit, group insurance, hospitalization, dental, life, any fund, trust or arrangement providing health benefits including multiemployer welfare arrangements, a multiple employer welfare fund or arrangement, cafeteria plan, employee assistance program, scholarship program, employment contract (Section 129 of the Codeother than offer letters for at-will employment), life insurance retention incentive agreement, termination agreement, severance agreement, consulting agreement, vacation policy, employee loan, or accident insurance plansother similar plan, programs agreement or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsarrangement, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedactual or contingent that (A) is maintained by the Company or any of its Affiliates for the benefit of current employees of the Company or any of its Affiliates (“Company Employees”), former Company Employees or their beneficiaries, consultants or directors of the Company (collectively, “Affected Employees”), (vB) has been approved by the Company or any of its Affiliates but is not yet effective for the benefit of Affected Employees or their beneficiaries, or (C) was previously maintained by the Company or any of its Affiliates for the benefit of the Affected Employees or their beneficiaries and with respect to which the Company has any liability (each a “Plan” and collectively the “Plans”). The Company has made available to Parent a correct and complete copy (where applicable) of (1) each Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms of such Plan), (2) each trust or funding arrangement prepared in connection with each such Plan, (3) the three most recently filed annual reports on Internal Revenue Service (“IRS”) Form 5500 or any other fringe annual report required by applicable Law, (4) the most recently received IRS determination letter for each such Plan, (5) the most recently prepared actuarial report and financial statement in connection with each such Plan, (6) the most recent summary plan description, any summaries of material modification, any employee handbooks, (7) for the last three years, all correspondence with the IRS, United States Department of Labor (“DOL”) and any other Governmental Entity (A) pertaining to an audit of a Plan or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements a submission under the IRS Employee Plans Compliance Resolution System (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefitsroutine ministerial correspondence acknowledging receipt of such a submission and the like), compensation agreements (B) pertaining to a determination letter application (except for routine ministerial correspondence acknowledging receipt of such an application and the like) (C) requesting information from or severance agreementsabout a Plan, written (D) pertaining to a penalty or otherwiseproposed penalty in respect of the operation of a Plan, for (E) pertaining to a prohibited transaction or alleged prohibited transaction under Sections 406 or 407 of ERISA or an excise tax under Section 4975 of the benefit ofCode, (F) regarding the termination or proposed termination of a Plan, (G) pertaining to the frequency or timing of transactions of an investment fund maintained under a Plan, or (H) relating to, any present or former director, officer, employee, or consultant (provided that, to a claim for (1) former and current consultants, benefits made under a Plan and (2) former directors8) all contracts with third-party administrators, officers actuaries, investment managers, consultants and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect other independent contractors that relate to any plan, arrangement Plan. Neither the Company nor any of its Subsidiaries has any plan or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, commitment to establish any new Plan or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for modify any person who was, at any time since such date, an officer or director of ParentPlan except as required by Law.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all Each “employee benefit plans within the meaning of plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and all other pension, (ii) each loan from Parentretirement, any Parent Subsidiary or any such ERISA Affiliate to an employee in supplemental retirement, deferred compensation, excess of $5,000benefit, (iii) all stock optionprofit sharing, bonus, incentive, stock purchase, phantom stockstock ownership, stock option, stock appreciation right, supplemental retirementprofits interest, employment, severance, salary continuation, sabbaticaltermination, employee relocationchange-of-control, cafeteria health, life, disability, group insurance, vacation, holiday and fringe benefit plan, program, contract, or arrangement (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oralunwritten, qualified or nonqualified, funded or unfunded, currently effective unfunded and including any that have been frozen or terminated) maintained, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofcontributed to, or relating required to be contributed to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses by (i) through the Company, (viii) next precedingthe Subsidiary, collectivelyor (iii) any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with the Company within the meaning of Sections 414(b) or (c) of the Code (an “ERISA Affiliate”), under which the "Parent Benefit Plans"). Parent Company or any ERISA Affiliate has no liability any Liability with respect to any plancurrent or former employee, arrangement director, officer or practice independent contractor of the type described Company or of the Subsidiary (the “Company Plans”), are listed in Section 3.11(a) of the preceding sentence other than Company Disclosure Letter. The Company has made available to MM, as applicable: (i) correct and complete copies of all documents embodying each Company Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Company Plan; (ii) the Parent Benefit Plans. Parent has notthree (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), since July 30if any, 2002required under ERISA or the Code in connection with each Company Plan; (iii) the most recent summary plan description together with the summary(ies) of material modifications thereto, extended creditif any, arranged required under ERISA with respect to each Company Plan; (iv) all IRS determination, opinion, notification and advisory letters; (v) to the extent available, all material correspondence to or from any Governmental Entity relating to any Company Plan; (vi) to the extent available, all COBRA forms and related notices within the last three (3) years; (vii) to the extent available, all discrimination tests for the extension Company Plan for the most recent three (3) plan years; (viii) the most recent annual actuarial valuations, if any, prepared for each Company Plan; (xi) the most recent annual and periodic accounting of creditthe Company Plan assets; (x) all material written agreements and contracts relating to each Company Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (xi) all material communications generally distributed to all employees or renewedformer employees within the last three (3) years relating to any amendments, modified terminations, establishments, increases or forgiven an extension decreases in benefits, acceleration of credit made prior payments or vesting schedules or other events which would result in any material Liability under any Company Plan or proposed Company Plan; (xii) all policies pertaining to such datefiduciary liability insurance covering the fiduciaries for each Company Plan; and (xiii) all registration statements, annual reports and prospectuses prepared in the form of a personal loan to or for connection with any person who was, at any time since such date, an officer or director of ParentCompany Plan.

Employee Benefit Plans. (a) Section 5.10(a) Except as may be contemplated by the Acquiror Incentive Plan Proposal, neither Acquiror, Merger Sub, nor any of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA AffiliatesSubsidiaries maintains, (i) all contributes to, or has any obligation or liability, or could reasonably be expected to have any obligation or liability, under, any “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary ERISA or any other material, written plan, policy, program, arrangement, or agreement (other than standard employment agreements that can be terminated at any time without severance or termination pay and upon notice of not more than sixty (60) days or such ERISA Affiliate to an employee in excess of $5,000, (iiilonger period as may be required by applicable Law) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred providing compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply benefits to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present current or former director, officer, employee, independent contractor, or consultant (provided thatother service provider, for (1) former and current consultantsincluding, and (2) without limitation, all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, or other stock-based compensation plans, policies, programs, practices, or arrangements, but not including any plan, policy, program, arrangement, or agreement that covers only former directors, officers officers, employees, independent contractors, and employees; such arrangements need only be listed if unsatisfied obligations of Parent service providers and with respect to which Acquiror, Merger Sub, or any Parent Subsidiary of greater than $5,000 remain thereundertheir respective Subsidiaries have no remaining obligations or liabilities (collectively, the “Acquiror Benefit Plans”) and neither the execution and delivery of Parent or any Parent Subsidiary (all this Agreement nor the consummation of the foregoing described transactions contemplated by this Agreement (either alone or in clauses combination with another event) will (i) through result in any material compensatory payment (viincluding severance, unemployment compensation, golden parachute, bonus, or otherwise) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect becoming due to any planstockholder, arrangement director, officer, or practice employee of the type described Acquiror, Merger Sub, or any of their respective Subsidiaries or (ii) result in the preceding sentence other than the Parent Benefit Plans. Parent has notacceleration, since July 30, 2002, extended credit, arranged for the extension of creditvesting, or renewedcreation of any rights of any stockholder, modified director, officer, or forgiven an extension employee of credit made prior Acquiror, Merger Sub, or any of their respective Subsidiaries to such date, payments or benefits or increases in the form of a personal any existing payments or benefits or any loan to or for any person who was, at any time since such date, an officer or director of Parentforgiveness.

Employee Benefit Plans. (a) The FCB Companies have disclosed in Section 5.10(a) 5.14 of the Parent FCB Disclosure Schedules lists as of Memorandum, and delivered or made available to Flag prior to the date execution of this Agreement, with respect to Parent correct and the Parent Subsidiaries and their respective ERISA Affiliates, complete copies in each case of (i) all pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, phantom stock, share appreciation rights, supplemental pension, retainer, savings, retirement, severance pay, termination pay, change of control, vacation, bonus or other incentive plans, (ii) all other written employee policies, programs, arrangements or agreements of any kind providing compensation, remuneration or benefits or perquisites of any kind, (iii) all medical, vision, dental or other health or welfare plans, all life insurance plans and all other employee benefit plans within the meaning of or fringe benefit plans, including, without limitation, “employee benefit plans” as that term is defined in Section 3(3) of ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive “specified fringe benefit plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated” as defined in Section 6039D(d)(1) of the Internal Revenue Code, (v) other fringe all “nonqualified deferred compensation plans” as defined in Sections 409A(d)(1) or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees3121(v)(2)(C) of the Internal Revenue Code, and (vi) all “multiemployer plans” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA, which is currently adopted, maintained by, sponsored in whole or in part by, or contributed to by, or which has within the past seven years been adopted, maintained by, sponsored in whole or in part by, or contributed to by, any employment FCB Companies or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, any Affiliate thereof for the benefit ofof current or former employees, directors, independent contractors, shareholders, officers or other individuals, or relating toany spouse, child or other dependent of such individuals or which could result in any present or former director, officer, employee, or consultant liability being asserted against any FCB Company (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent “FCB Benefit Plans"”). Parent has no liability with respect to any plan, arrangement or practice Any of the type described FCB Benefit Plans which is an “employee welfare benefit plan,” as that term is defined in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension Section 3(l) of creditERISA, or renewedan “employee pension benefit plan,” as that term is defined in Section 3(2) of ERISA, modified is referred to herein as a “FCB ERISA Plan.” Each FCB ERISA Plan which is also a “defined benefit plan” (as defined in Section 414(j) of the Internal Revenue Code or forgiven Section 3(35) of ERISA) is referred to herein as an extension “FCB Pension Plan”. No FCB Benefit Plan is or has been a “multi-employer plan” within the meaning of credit made prior to such date, in the form of a personal loan to Sections 3(37) or for any person who was, at any time since such date, an officer or director of Parent.4001(a)(3)

Employee Benefit Plans. (a) Section 5.10(a2.16(a) of the Parent Company Disclosure Schedules lists as of the date of this AgreementSchedule lists, with respect to Parent the Company and the Parent Subsidiaries and their respective ERISA AffiliatesCompany Subsidiaries, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan material loans from Parentthe Company to managers, any Parent Subsidiary or any such ERISA Affiliate to an employee officers and directors other than advances for expense reimbursements incurred in excess the ordinary course of $5,000business, (iii) all stock any securities option, securities stock purchase, phantom stocksecurities, stock securities appreciation right, equity-related, supplemental retirement, severance, salary continuationsabbatical, sabbaticalmedical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), Code section 125) or dependent care (Code Section 129 of the Code129), life insurance or accident insurance plans, programs programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, retirement, deferred compensation or incentive plans, programs programs, policies, agreements or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe material fringe, perquisite, or employee benefit plans, programs programs, policies, agreements or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment current or service agreements (except for offer letters providing for at-will employment that do not provide for severanceformer employment, acceleration change of control, retention or post-executive compensation, termination benefits)or severance plans, compensation programs, policies, collective bargaining, agreements or severance agreementsarrangements, written or otherwise, as to which material unsatisfied liabilities or obligations, contingent or otherwise, remain for the benefit of, or relating to, any present or former employee, consultant, manager or director, officeror which could reasonably be expected to have any material liabilities or obligations (together, employeethe “Company Benefit Plans”). The term Company Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which any trade or business (whether or not incorporated) that is treated as a single employer with the Company and the Company Subsidiaries within the meaning of Section 414(b), (c), (m) or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereundero) of Parent or the Code (a “Company ERISA Affiliate”) has any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentliability.

Employee Benefit Plans. (a) Section 5.10(a) of Schedule 4.20 sets forth all Employee Benefit Plans and any collective bargaining agreements or labor contracts in which the Parent Disclosure Schedules lists as of the date of this AgreementCorporation participates, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesor by which it is bound, including, without limitation: (i) all any profit sharing, stock bonus, employee benefit plans within the meaning of Section 3(3) of ERISAstock ownership, (ii) each loan from Parentdeferred compensation, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchaseappreciation rights, phantom stock, stock appreciation rightpurchase, supplemental pension, retainer, consulting, retirement, welfare, or incentive plan or agreement; (ii) any plan providing for "fringe benefits" to its employees, including but not limited to vacation, holiday, sick leave, disability, severance, salary continuationmedical, sabbaticalhospitalization, employee relocationdental, cafeteria benefit (Section 125 of the Code)vision, dependent care (Section 129 of the Code)counseling, life insurance or accident and other insurance plans, programs personal leave, employee discount, educational, and related benefits; (iii) any written employment agreement and any other employment agreement not terminable at will; or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) any other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary Employee Benefit Plan (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, being referred to collectively as the "Parent Benefit Employee Plans"). Parent Except as set forth in Schedule 4.20, (i) the Corporation is in compliance in all material respects with the reporting and disclosure requirements of Part 1 of Subtitle IB of ERISA and the corresponding provisions of the Code to the extent applicable to all Employee Benefit Plans; (ii) the Corporation has performed in all material respects all of its obligations under all Employee Plans required to be performed heretofore; and (iii) there are no liability with respect actions, suits or claims pending or, to the knowledge of the Corporation, threatened against any Employee Plan or the assets of such plans, and to the best knowledge of the Corporation, no facts exist which are likely to give rise to any planmaterial actions, arrangement suits or practice claims against such plans or the assets of such plans. The Corporation shall notify the type described Partnership in the preceding sentence other than the Parent Benefit Plans. Parent has notwriting of any such actions, since July 30, 2002, extended credit, arranged for the extension of creditsuits, or renewed, modified or forgiven an extension claims existing after the date of credit made prior to such date, in this Agreement but before the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentEffective Time.

Employee Benefit Plans. (a) Section 5.10(a) 3.10 of the Parent Disclosure Schedules lists Company Schedule of Exceptions contains a true and complete list of each Company Benefit Plan (as of defined below). As used herein, the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all term "Company Plan" means each material employee benefit plans plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 ("ERISA")), including each "employee pension benefit plan" (iias defined in Section 3(2) of ERISA), and each loan from Parent"employee welfare benefit plan" (as defined in Section 3(1) of ERISA), any Parent Subsidiary each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or any such ERISA Affiliate policy (written or oral) to an employee in excess of $5,000provide benefits, (iii) all other than salary, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock purchasegrant or stock purchase rights, phantom stockrights, stock appreciation rightdeferred compensation, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation severance policies or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by the Company or to which the Company contributes to or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate, or any other plan, arrangement or policy mandated by applicable Law, for the benefit ofof any current, former or relating to, any present or former directorretired employee, officer, employeeconsultant, independent contractor or consultant (provided thatdirector of the Company, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent its Subsidiaries or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary ERISA Affiliate (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit PlansCompany Employees"). The Company has made available to Parent has no liability copies of all material documents constituting the Company Plans, the three most recently filed Forms 5500 for such Company Plans and financial statements attached thereto, all Internal Revenue Service (the "IRS") determination letters for the Company Plans, all notices that were issued within the preceding three years by the IRS, Department of Labor, or any other Governmental Entity with respect to any planthe Company Plans, arrangement all employee manuals or practice of handbooks containing personnel or employee relations policies, and all other material documents relating to the type described in the preceding sentence other than the Parent Benefit Company Plans. Parent has notFor purposes of this Section 3.10, since July 30the term Company includes any ERISA Affiliate. The term "ERISA Affiliate" means any person, 2002that together with the Company, extended credit, arranged for the extension of credit, is or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, was at any time since such date, an officer treated as a single employer under section 414 of the Code or director section 4001 of ParentERISA and any general partnership of which the Company is or has been a general partner.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this AgreementAll employee compensation, with respect to Parent incentive, retirement, welfare, fringe or benefit plans, programs, policies, commitments, agreements or other arrangements (whether or not set forth in a written document and the Parent Subsidiaries and their respective ERISA Affiliatesincluding, (i) without limitation, all “employee benefit plans plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), which are or have been maintained, contributed to, or required to be contributed to, by Click2learn or a Click2learn Affiliate (as defined below) for the benefit of any current or former employee, director or consultant of Click2learn or a Click2learn Affiliate (each a “Click2learn Employee”) who has any present or future rights to benefits, or with respect to which Click2learn or any Click2learn Affiliate has or, to its knowledge, may in the future have liability, are listed in Section 2.12(a) of the Click2learn Schedules, excluding any arrangement with any individual for the payment of salary, bonus or commissions (the “Click2learn Plans”). Click2learn has provided or made available to Docent: (i) correct and complete copies of all documents embodying each Click2learn Plan including (without limitation) all amendments thereto, all related trust documents, and all material written agreements and contracts relating to each such Click2learn Plan; (ii) the most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, Click2learn Plan; (iii) all stock optionthe most recent summary plan description together with the summary(ies) of material modifications thereto, stock purchaseif any, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, required under ERISA with respect to each Click2learn Plan; (iv) all bonusIRS determination, pensionopinion, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, notification and advisory letters; (v) other fringe all material correspondence to or employee benefit plans, programs or arrangements that apply from any governmental agency relating to senior management and that do not generally apply to all employees, and any Click2learn Plan; (vi) any employment or service agreements the most recent discrimination tests for each Click2learn Plan; (except vii) the most recent actuarial valuations, if any, prepared for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.each

Employee Benefit Plans. (aA. Set forth on Schedule 4.23(a) Section 5.10(a) is a complete and correct list of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all "employee benefit plans within the meaning of plans" (as defined in Section 3(3) of ERISA), (ii) each loan from Parentall fringe benefit plans as defined in Section 6039D of the Code and, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000without limitation, (iii) all bonus, incentive, compensation, deferred compensation, profit sharing, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirementstock bonus, stock purchase, employee stock ownership, savings, severance, supplemental unemployment, layoff, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusretirement, pension, profit sharinghealth, savingslife insurance, retirementdisability, deferred compensation group insurance, vacation, holiday, sick leave, fringe benefit or incentive planswelfare plan, programs or arrangementsany other similar plan, agreement, policy or understanding (whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees), and any trust, escrow or other agreement related thereto, which (vii) is currently or has been at any employment time within the last sixty (60) months, maintained or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration contributed to by Interchange or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for any of the benefit ofInterchange Subsidiaries, or relating towith respect to which Interchange or any of the Interchange Subsidiaries has any material liability, or (ii) provides benefits, or describes policies or procedures applicable to any present or former director, officer, employee, service provider, former director, former officer or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations employee of Parent Interchange or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses Interchange Subsidiaries, or the dependents of any thereof, regardless of whether funded or unfunded (i) through (vi) next preceding, collectively, herein collectively the "Parent Benefit Employee Plans" and each individually an "Employee Plan"). Parent Interchange has no liability delivered or made available to Interchange true, accurate and complete copies of the documents comprising each Employee Plan and any related trust agreements, summaries, employee booklets or handbooks, annuity contracts, insurance policies or any other funding instruments ("Funding Arrangements"), any contracts with independent contractors (without limitation, actuaries investment managers, etc.) that relate to any Employee Plan, the Form 5500 filed in each of the three (3) most recent plan years with respect to any planeach Employee Plan, arrangement and related schedules and opinions, and such other documents, records or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentmaterials related thereto reasonably requested by Interchange.

Employee Benefit Plans. (a) Section 5.10(a) i)All benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by the Company and its Subsidiaries or in which any of the Parent Disclosure Schedules lists as current or former employees of the date Company and its Subsidiaries (the “Employees”) or other service providers of this Agreementthe Company and its Subsidiaries participate, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesincluding, (i) all but not limited to, “employee benefit plans plans” within the meaning of Section 3(3) of ERISA, (ii) each loan from Parentany pension, any Parent Subsidiary or any such ERISA Affiliate to an employee retirement, profit sharing, medical, life, accidental death and dismemberment, disability, dental, vision, compensation, severance, termination pay, salary continuation, unemployment, workers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, change in excess of $5,000control, (iii) all fringe benefit, deferred ​ ​ compensation, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocationrights or other stock-based incentive, cafeteria benefit or flexible benefit, adoption or educational assistance, and bonus or other cash-based incentive, or other similar plans, agreements, programs, policies or other arrangements (whether written or oral and whether or not qualified or funded) or any such plan for which the Company may have any liability including, without limitation, as a result of being deemed a single employer with any ERISA Affiliate (collectively, the “Benefit Plans”), are set forth in Section 125 5.03(m)(i) of the Company’s Disclosure Schedule. True and complete copies of the following documents have been provided or made available to First Foundation: (A) all Benefit Plan documents and all written agreements underlying a funding medium for any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, insurance contracts, certificate of coverage and other similar agreements entered into in connection with any Benefit Plans and all amendments thereto; (B) the three most recent annual reports (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“IRS”) or Department of Labor (the “DOL”), as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) for each Benefit Plan which is a “top-hat” plan, a copy of filings with the DOL; (D) the most recent determination or opinion or advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code); (E) the most recent summary plan description and any summary of material modifications, dependent care as required, for each Benefit Plan; (F) the three most recent actuarial reports, if any, relating to each Benefit Plan; (G) the most recent summary annual report for each Benefit Plan required to provide summary annual reports by Section 129 104 of ERISA; (H) the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management minimum coverage and that do not generally apply to all employees, discrimination testing results for each applicable Benefit Plan for the three most recently completed plan years; and (viI) any employment copies of all non-routine correspondence received from or service agreements (except for offer letters providing for at-will employment that do not provide for severancedelivered to the IRS or the DOL since December 31, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent2019.

Employee Benefit Plans. Section 2.7 of the Seller Disclosure Schedule sets forth a true and complete list of the employee benefit plans (a) as defined in Section 5.10(a3(3) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as of the date of this Agreementamended (“ERISA”)) currently maintained, sponsored or contributed to by Seller or any entity that would be deemed a “single employer” with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans Seller within the meaning of Section 3(3414(b), (c), (m) or (o) of ERISAthe Code, (ii) each loan from Parentand all bonus, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, incentive, deferred compensation, supplemental retirement, post-retirement or post-termination health or welfare benefit, severance, salary continuationwelfare, sabbaticalmedical, employee relocationlife, cafeteria vacation, sickness, change in control, death benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) and other similar fringe or and employee benefit plans, programs or arrangements that apply to senior management programs, policies and that do not generally apply to all employeesarrangements, and (vi) any all employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance and consulting agreements, written or otherwise, in each case for the benefit of, or relating to, any present employee or former director, officer, employee, or consultant employee of Seller (provided that, for including their beneficiaries) (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit “Seller Employee Plans"”). Parent has no liability Except as set forth in Section 2.7 of the Seller Disclosure Schedule, with respect to any plan, arrangement or practice of the type described in the preceding sentence Seller Employee Plans, (i) each Seller Employee Plan (other than a Multiemployer Plan) intended to qualify under Section 401(a) of the Parent Benefit Code is so qualified and has received a favorable determination letter from the Internal Revenue Service (the “IRS”) or, pursuant to Revenue Proceeding 2005-16, may rely upon an opinion or advisory letter; (ii) no such Seller Employee Plan is a “multiemployer plan” within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (a “Multiemployer Plan”) or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA that is subject to Sections 4063 and 4064 of ERISA (a “Multiple Employer Plan”), and no withdrawal liability exists with respect to any Multiemployer Plan or Multiple Employer Plan; (iii) there has been no “prohibited transaction” within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, involving the assets of any of the Seller Employee Plans. Parent ; (iv) no “accumulated funding deficiency” (within the meaning of Section 412 of the Code and Section 302 of ERISA) has notbeen incurred, since July 30and no excise or other Taxes have been incurred or are due and owing by Seller with respect to any of the Seller Employee Plans because of any failure to comply with the minimum funding standards of the Code and ERISA; (v) no Action has been instituted or is threatened against or with respect to any Seller Employee Plan (other 7148758.4 than routine claims for benefits and appeals of such claims); (vi) each Seller Employee Plan (other than a Multiemployer Plan) complies and has been maintained and operated in accordance with its terms and applicable Law, 2002including, extended creditwithout limitation, arranged for ERISA and the extension Code; (vii) no Seller Employee Plan (other than a Multiemployer Plan) is under audit or investigation by the IRS, U.S. Department of creditLabor or any other Governmental Authority; (viii) except as required by Section 4980B(f) of the Code, no Seller Employee Plan provides medical, death or renewedwelfare benefits (whether or not insured) with respect to current or former employees of Seller beyond their retirement or other termination of employment; and (ix) the consummation of the Transactions (either alone or in conjunction with any other event) will not entitle any current or former employee of Seller to any payment (whether of severance pay, modified unemployment compensation, golden parachute, bonus or forgiven an extension otherwise) or increase the amount of credit made prior compensation due to such date, in the form any employee of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentSeller.

Employee Benefit Plans. (ai) Section 5.10(a3.01(t)(i) of the Parent Seller Disclosure Schedules lists Schedule contains a complete and accurate list of all material bonus, incentive, deferred compensation, pension (including, without limitation, Seller Pension Plans, as of defined below), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option (including, without limitation, the date of this AgreementSeller Stock Plans), with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliatesseverance, welfare (i) all employee benefit plans including, without limitation, “welfare plans” within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code”)), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employeesemployment, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severancechange in control, acceleration or post-termination benefits), compensation agreements retention or severance agreements, written consulting agreements or otherwisearrangements and all similar practices, policies and arrangements maintained or contributed to (currently or within the last six years) by (A) Seller or any Seller Subsidiary and with respect to which one of the following applies (1) in which any employee or former employee (the “Seller Employees”), consultant or former consultant (the “Seller Consultants”), officer or former officer (the “Seller Officers”), or director or former director (the “Seller Directors”) of Seller or any Seller Subsidiary participates or (2) to which any such Seller Employees, Seller Consultants, Seller Officers or Seller Directors are parties or (B) any Seller ERISA Affiliate (as defined below) (collectively, the “Seller Compensation and Benefit Plans”). Notwithstanding the foregoing, the term “Seller Compensation and Benefit Plans” shall not include plans, funds, programs, policies, practices or procedures that are maintained or funded either (A) by Seller Employees, Seller Consultants, Seller Officers or Seller Directors for their own benefit or for the benefit ofof their employees, such as individual retirement arrangements or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderplans described in Section 401(a) of Parent the Code benefiting (or any Parent Subsidiary intended to benefit) themselves or persons who are not Seller Employees or (all of the foregoing described in clauses B) by persons or entities who are not Seller ERISA Affiliates (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"as defined below). Parent Neither Seller nor any Seller Subsidiary has no liability with respect any commitment to create any planadditional Seller Compensation and Benefit Plan or to modify or change any existing Seller Compensation and Benefit Plan, arrangement or practice except to the extent required by law and as otherwise contemplated by Sections 6.02 and 7.02 of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentthis Agreement.

Employee Benefit Plans. (a) Section 5.10(a2.16(a) of the Parent Li3 Disclosure Schedules lists as of the date of this AgreementSchedule lists, with respect to Parent Li3 and the Parent Subsidiaries and their respective ERISA AffiliatesLi3 Subsidiaries, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) each loan material loans from Parent, any Parent Subsidiary or any such ERISA Affiliate Li3 to an employee officers and directors other than advances for expense reimbursements incurred in excess the ordinary course of $5,000business, (iii) all stock any securities option, securities stock purchase, phantom stocksecurities, stock securities appreciation right, equity-related, supplemental retirement, severance, salary continuationsabbatical, sabbaticalmedical, dental, vision care, disability, employee relocation, cafeteria benefit (Section 125 of the Code), Code section 125) or dependent care (Code Section 129 of the Code129), life insurance or accident insurance plans, programs programs, agreements or arrangements, (iv) all bonus, pension, retirement, profit sharing, savings, retirement, deferred compensation or incentive plans, programs programs, policies, agreements or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe material fringe, perquisite, or employee benefit plans, programs programs, policies, agreements or arrangements that apply to senior management and that do not generally apply to all employeesarrangements, and (vi) any employment current or service agreements (except for offer letters providing for at-will employment that do not provide for severanceformer employment, acceleration change of control, retention or post-executive compensation, termination benefits)or severance plans, compensation programs, policies, collective bargaining, agreements or severance agreementsarrangements, written or otherwise, as to which material unsatisfied liabilities or obligations, contingent or otherwise, remain for the benefit of, or relating to, any present or former employee, consultant, manager or director, officeror which could reasonably be expected to have any material liabilities or obligations (together, employeethe “Li3 Benefit Plans”). The term Li3 Benefit Plans also includes all benefit plans subject to Title IV of ERISA in connection with which any trade or business (whether or not incorporated) that is treated as a single employer with Li3 and the Li3 Subsidiaries within the meaning of Section 414(b), (c), (m) or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereundero) of Parent or the Code (a “Li3 ERISA Affiliate”) may have any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentliability.

Employee Benefit Plans. (a) Section 5.10(a3.16(a) of the Parent Company Disclosure Schedules lists Schedule lists, as of the date of this Agreement, each material employee benefit plan (as hereinafter defined) (i) that is currently maintained, contributed (or required to be contributed) to, or sponsored by the Company or any Company Subsidiary, or (ii) to which the Company or any Company Subsidiary is a party, or (iii) with respect to Parent and which the Parent Subsidiaries and their respective ERISA AffiliatesCompany or any Company Subsidiary has any material liability, including any material contingent liability, for the payment or delivery of any premiums, compensation or benefits (i) all collectively, the “Plans”). For purposes of the preceding sentence, an “employee benefit plans within plan” is any of the meaning following that benefits or is intended to benefit any current or former employee or director (whether or not an employee) of, or consultant or other service provider (whether or not an employee) with respect to the Company or an ERISA Affiliate (as defined in Section 3.16(b)), or the beneficiaries of any of them: (A) a “plan” described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”); (B) a stock bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, restricted stock unit, stock appreciation right, or other equity-based plan, policy, program, agreement or arrangement; or (C) an incentive, bonus, deferred compensation, welfare, retiree medical or life insurance, retirement, supplemental retirement, severancetermination, salary continuation, sabbaticalseverance, employee relocationchange in control, cafeteria and any material fringe benefit (Section 125 or other material benefit plan, policy, program, agreement or arrangement, whether written or unwritten. With respect to each Plan, the Company has delivered to Parent a true and complete copy of each of the Codefollowing, together with all amendments: (i) all documents embodying the Plan (or, where a Plan has not been reduced to writing, a summary of all material Plan terms), dependent care (Section 129 ii) in the case of any funded Plan, the Code)trust agreement or similar instrument, life insurance or accident insurance plans(iii) for each Plan subject to the requirement that annual reports be filed on a Form 5500, programs or arrangementsthe two most recently filed annual reports, with schedules, financial statements and auditor’s opinion attached, (iv) all bonusin the case of each Plan intended to be qualified under Section 401(a) of the Code, pension, profit sharing, savings, retirement, deferred compensation the most recent IRS determination or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedopinion letter applicable to the Plan, (v) other fringe all related custodial agreements, insurance policies (including fiduciary liability insurance covering the fiduciaries of the Plan), administrative services and similar agreements, and investment advisory or employee benefit plansinvestment management agreements, programs or arrangements that apply to senior management and that do not generally apply to all employeesif any, and (vi) the most recent summary plan description, summaries of material modifications or similar summary and any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for employee handbook referencing the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (a) Section 5.10(a4.10(a)(i) of the Parent Dynegy Disclosure Schedules lists as Letter sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each “employee benefit plans plan” (within the meaning of Section 3(3) of ERISA), including multiemployer plans within the meaning of Section 3(37) of ERISA, and multiple employer plans within the meaning of 29 CFR § 4001.2, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, equity-based compensation plan and (iii) all stock optioneach other material employment, stock purchasechange-in-control, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbaticalincentive, employee relocationloan, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusdeferred compensation, pension, profit sharing, savings, retirement, deferred compensation bonus, retention bonus, severance and other employee benefit or incentive fringe benefit plans, programs agreements, programs, policies or arrangementsother arrangements under which (i) any current or former employee, whether written director, member or oralmanager of any Dynegy Entity (the “Dynegy Employees”) has any present or future right to benefits and which are maintained or sponsored by or with respect to which contributions are made by any Dynegy Entity in any such case, for the benefit of the Dynegy Employees, or (ii) any Dynegy Entity has had or has any present or future liability (collectively, the “Dynegy Plans” and individually, the “Dynegy Plan”). With respect to each Dynegy Plan, Dynegy has made available to Contributors true and complete copies, to the extent applicable, of (i) the most recent Dynegy Plan documents and any amendments thereto, (ii) the most recent summary plan description and all related summaries of material modifications, if any, (iii) for any Dynegy Plan intended to be qualified or nonqualifiedunder Section 401(a) of the Code, funded or unfundeda copy of the most recent favorable determination letter received from the IRS, currently effective or terminatedor, if no such letter exists, a copy of the filing for a favorable determination letter, and (iv) for the most recent year (A) the annual report on Form 5500 filed with the IRS, (B) audited financial statements, and (C) actuarial valuation reports, (v) other fringe or employee benefit plansfor any Dynegy Plan that is an equity-based compensation plan, programs or arrangements that apply to senior management individual and that do not generally apply to all employeesform agreements and schedules showing outstanding grants, and (vi) for any employment Dynegy Plan that is a nonqualified deferred compensation plan, trust or service agreements (except for offer letters providing for at-will employment that do not provide for severanceinsurance or other funding mechanism documents, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultantsif any, and (2) former directors, officers a schedule of assets and employees; liabilities under each such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. Neither the Company nor any member of any controlled group (a) within the meaning of Section 5.10(a4001(a)(14) of the Parent Disclosure Schedules lists Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 414(b), (c), (m) or (o) of the date Code of this Agreementwhich the Company was at any time a member (a "Controlled Group Member"), has ever maintained or presently maintains or has any obligation or liability with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all any "employee benefit plans plan" subject to Title IV of ERISA or Section 412 of the Code. Neither the Company nor its predecessors or a Controlled Group Member has ever contributed to or otherwise participated in or has any obligation or liability with respect to or has been required to contribute to or otherwise participate in any "multiemployer plan", as defined in Section 4001(a)(3) of ERISA or any single employer pension plan (within the meaning of Section 400(a)(15) of ERISA) which is subject to Sections 4063 and 4064 of ERISA. Schedule 5(p) contains a true and complete list of each employee benefit plan within the meaning of Section 3(3) of ERISAERISA and any other pension, (ii) each loan from Parentretirement, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000profit-sharing, (iii) all stock deferred compensation, option, stock purchasebonus, phantom stock, stock appreciation rightwelfare, supplemental retirementmedical, disability, insurance, severance, salary continuation, sabbatical, employee relocation, cafeteria incentive or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangementsplan, whether written or oral, qualified maintained by the Company or nonqualifieda Controlled Group Member, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwisewhich the Company contributes, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses Company's employees or under which the Company has or could have any obligation or liability (i) through (vi) next precedingeach a "Plan" and, collectively, the "Parent Benefit Plans"), setting forth the name of the Plans and the names and addresses of the trustees, and the basis of the Company's contributions. Parent True and complete copies of each of the Plans and related trusts are available for review by Purchaser. There has no liability also been furnished the three most recent actuarial report required to be prepared with respect to any planof such Plans, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.most recent Internal Revenue Service

Employee Benefit Plans. Schedule 4.9 sets forth each present plan, program, agreement, arrangement, commitment and/or method of compensation providing any remuneration or benefits to, or covering, any current or former employee of Seller or any other individual who provides services to Seller (aincluding, but not limited to, any shareholder, officer, director, employee or consultant), or any spouse, child or other dependent of such current or former employee or individual, which is sponsored, maintained, adopted or contributed to (in whole or in part) Section 5.10(aby Seller, or to which Seller could have any liability, including, but not limited to, pension, profit sharing, deferred compensation, bonus, retirement, severance, incentive or other employee pension, health, dental, life, death benefit, or welfare plan, agreements or arrangements, workers compensation, unemployment, and any nonqualified deferred compensation plan (as defined in Sections 409A(d)(1) or 3121(v)(2)(C) of the Parent Disclosure Schedules lists Code, any “specified fringe benefit plan” as defined in Section 6039D(d)(1) of the date Code, any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA, and any “employee benefit plan” as defined in Section 3(3) of ERISA (the “Benefit Plans”). Seller is not a member of a “controlled group of corporations” or under “common control” with, or a member of an “affiliated service group,” with any other Person, as defined in section 414 of the Code. Seller has complied with all of the respective obligations with respect to the Benefit Plans and has maintained the Benefit Plans in compliance with all applicable Laws and regulations. Any reporting, disclosure, funding or other obligation, whether arising by Law or contract and whether arising before or after the Effective Time of this Agreement, with respect to Parent any Benefit Plan will be the sole responsibility of Seller, and the Parent Subsidiaries and their neither Purchaser, nor any of its respective ERISA Affiliates, (i) all employee benefit plans within the meaning of Section 3(3) of ERISA, (ii) each loan from Parent, will have any Parent Subsidiary obligation or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any planthereto, arrangement either before, on or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentafter Closing.

Employee Benefit Plans. (a) Sections 4.18(a)(i) and Section 5.10(a4.18(a)(ii) of the Parent Company Disclosure Schedules lists Schedule, respectively, set forth a complete and accurate list as of the date hereof of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) each loan from Parentall other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control, indemnification and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements (whether or not in writing) that apply under (i) or (ii) above are maintained or contributed to senior management and that do not generally apply to all employeesin the United States, and (vi) any employment Israel, Germany, United Kingdom, Singapore or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, France for the benefit ofof or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating towith respect to which the Company or any of its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, the Company has made available to Parent complete and accurate copies, to the extent applicable, of: (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any present or former director, officer, employeeEmployee Plan that is intended to qualify under Section 401(a) of the Code; (C) the plan documents and summary plan descriptions, or consultant a written description of the terms of any Employee Plan that is not in writing; (provided thatD) any related trust agreements, for insurance contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in United States, Israel, Germany, United Kingdom, Singapore or France (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all material amendments, modifications or supplements to any such document. No Employee Plan is (1) former and current consultantsa “defined benefit plan” (as defined in Section 414 of the Code), and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereundera “multiemployer plan” (as defined in Section 3(37) of Parent ERISA), (3) a “multiple employer plan” (as defined in Section 4063 or any Parent Subsidiary 4064 of ERISA) (all in each case under clause (1), (2) or (3) whether or not subject to ERISA) or (4) subject to Section 302 of ERISA, Section 412 of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement Code or practice Title IV of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentERISA.

Employee Benefit Plans. (a) Section 5.10(a) The Company Disclosure Schedule contains a true and complete list of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, each (i) all “employee benefit plans plan” (within the meaning of Section 3(3) of ERISA), (ii) each loan from Parentall medical, any Parent Subsidiary dental, life insurance, equity bonus or any such ERISA Affiliate to an employee in excess of $5,000other incentive compensation, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severancedisability, salary continuation, sabbaticalseverance, employee relocationretention, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusretirement, pension, profit sharingdeferred compensation, savingsvacation, retirement, deferred compensation sick pay or incentive paid time off plans, programs and (iii) any other plans, agreements, trust funds or arrangements, arrangements (whether written or oralunwritten, qualified insured or nonqualifiedself-insured) (A) established, funded maintained, sponsored or unfundedcontributed to (or with respect to which any obligation to contribute has been undertaken) by the Company, currently effective CEA or terminated, any of its ERISA Affiliates (vas defined in Section 2.13(c) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vihereof) on behalf of any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former directorEmployee, officer, employeedirector, stockholder or other service provider of the Company or CEA (whether current, former or retired) or their beneficiaries, or consultant (provided thatB) with respect to which the Company, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent CEA or any Parent Subsidiary of greater than $5,000 remain thereunder) its ERISA Affiliates has or has had any obligation on behalf of Parent any such Employee, officer, director, stockholder or any Parent Subsidiary other service provider or beneficiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit “Company Plans"”). Parent Except as set forth on the Company Disclosure Schedule, each Company Plan complies in all material respects in form and has been maintained and operated in all material respects in accordance with its terms and applicable Law, including, without limitation, ERISA and the Code, and, other than routine claims for benefits in the ordinary course of business, no liability with respect claims have been asserted against any such Company Plan, any trustee or fiduciary thereof, or the assets of any trust of any Company Plan. Each Company Plan which is intended to meet requirements for tax-favored treatment under any plan, arrangement or practice provision of the type described Code satisfies the applicable requirements under the Code in all material respects and nothing has occurred that could cause the preceding sentence other than loss of such tax-favored treatment or the Parent Benefit Plansimposition of any tax or penalty. Parent Each Company Plan intended to qualify under Section 401(a) of the Code has not, since July 30, 2002, extended credit, arranged for received a determination letter from the extension of credit, IRS upon which it may rely regarding its qualified status under the Code or renewed, modified is maintained on a prototype or forgiven an extension of credit made prior to such date, in volume submitter plan that has received a favorable opinion or advisory letter from the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentIRS upon which it may rely regarding its qualified status under the Code.

Employee Benefit Plans. (a) Section 5.10(a) True, correct, and complete copies, as in effect on the date hereof, of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and ----- related summary plan descriptions, currently or previously established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company or its Subsidiaries or any entity that would be deemed a "single employer" with the Company or any of its Subsidiaries (an "ERISA Affiliate") within the meaning --------------- of Section 414(b), (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000c), (iiim) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), and all bonus, stock option, stock purchase, phantom stock, stock ---- appreciation right, incentive, deferred compensation, supplemental retirement, severance, salary continuationwelfare, sabbaticalmedical, employee relocationlife, cafeteria benefit (Section 125 of the Code)vacation, dependent care (Section 129 of the Code)sickness, life insurance or accident insurance planschange in control, programs or arrangementsdeath benefit, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) and other similar fringe or employee benefit plans, programs programs, policies, or arrangements that apply to senior management and that do not generally apply to arrangements, all employeesemployment, and (vi) any employment consulting, or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), executive compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present employee, former employee, consultant, director, or former retiree of the Company or any Subsidiary thereof or any ERISA Affiliate (including their family members and other beneficiaries) (collectively, the "Employee Plans"), and -------------- written descriptions of any oral arrangements or agreements with respect to the foregoing, have been provided or made available to Transworld prior to the date hereof and are listed in Section 3.9 of the Disclosure Schedule; provided that an Employee Plan that is no longer maintained by the Company or an ERISA Affiliate shall not be listed in Section 3.9 of the Disclosure Schedule and copies thereof need not be made available to Transworld prior to the date hereof. With respect to any Employee Plans (i) each Employee Plan intended to qualify under Section 401(a) of the Code has been qualified since inception and has received a favorable determination letter under Revenue Procedure 93-39 and subsequent revenue procedures from the Internal Revenue Service (the "IRS") and delivered to Transworld for any such --- Employee Plan evidencing its qualified status, and with respect to each such Employee Plan, no event has occurred or condition exists that could disqualify such Employee Plan or cause the loss of any tax deductions for contributions made to such Employee Plan; (ii) no such Employee Plan is or has ever been a "multiemployer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code or a single employer pension plan within the meaning of Section 4001(a)(15) of ERISA which is subject to Sections 4063 and 4064 of ERISA (a "Multiple Employer Plan"), and ---------------------- neither the Company nor any ERISA Affiliate has had an obligation to contribute to any multiemployer plan; (iii) there has been no "prohibited transaction" within the meaning of Section 4975(c) of the Code or Section 406 of ERISA, involving the assets of the Employee Plans, in connection with which the Company or any of its ERISA Affiliates could be subject either to a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code; (iv) all payments required by any Employee Plan, any collective bargaining agreement or other agreement, or by law (including, without limitation, all contributions, insurance premiums, or intercompany charges) required to have been made shall have been made prior to the Closing or provided for by the Company as applicable, by full accruals as if all targets required by such Employee Plan had been or will be met at maximum levels) on its financial statements; (v) no Employee Plan is or has ever been subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA; (vi) except as disclosed in Section 3.9 of the Disclosure Schedule no claim, lawsuit, arbitration or other action has been threatened, asserted, instituted, or anticipated against the Employee Plans (other than non-material routine claims for benefits, and appeals of such claims), any trustee or fiduciaries thereof, the Company, any ERISA Affiliate, any director, officer, or employee thereof, or any of the assets of any trust of the Employee Plans; (vii) each Employee Plan complies and has been maintained and operated in all material respects in accordance with its terms and applicable law, including, without limitation, ERISA and the Code; (viii) no Employee Plan is or expected to be under audit or investigation by the IRS, U.S. Department of Labor, or any other governmental authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (ix) each Employee Plan intended to meet requirements for tax-favored treatment under any provision of the Code, including, without limitation, Sections 79, 105, 106, 117, 120, 125, 127, 129, 132, 162(m), 000, 000X, 000, 000X, or 501(c)(9) of the Code satisfies the applicable requirements under the Code; (x) with respect to each Employee Plan that is funded mostly or partially through an insurance policy, neither the Company nor any ERISA Affiliate has any liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Closing; and (xi) the Company will make available to Transworld as to each Employee Plan, a true and correct copy of the most recent annual report (Form 5500) filed with the IRS and the most recent report. Except as listed in Section 3.9 of the Disclosure Schedule or as required by Section 4980B(f) of the Code, no plan or arrangement provides medical, death, or welfare benefits (whether or not insured) with respect to current or former employees of the Company or its Subsidiaries beyond their retirement or other termination of employment. The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation, termination pay, or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any employee, or consultant director of the Company, its Subsidiaries or ERISA Affiliates (provided thatwhether current, former, or retired) or their beneficiaries solely by reason of such transactions. No amounts payable under any Employee Plan will fail to be deductible for (1federal income tax purposes by virtue of Section 280G or 162(m) former and current consultantsof the Code. Except as disclosed in Section 3.9 of the Disclosure Schedule, and (2) former directorsneither the Company nor any ERISA Affiliate, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderofficer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement, or arrangement, or to modify or change any existing Employee Plan. Neither the Company nor any ERISA Affiliate maintains a pension plan (as defined in Section 3(2) of Parent ERISA), including, without limitation, a nonqualified deferred compensation plan or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any excess benefit plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plansthat is unfunded. Parent has notNo event, since July 30, 2002, extended credit, arranged for the extension of creditcondition, or renewed, modified circumstance exists that would prevent the amendment or forgiven an extension termination of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentEmployee Plan.

Employee Benefit Plans. (a) Section 5.10(aSchedule 3.15(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all each “employee benefit plans within the meaning of plan,” as defined in Section 3(3) of ERISA, (ii) and each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or material employee benefit plansplan, programs program or arrangements that apply to senior management and that do not generally apply to all employeesarrangement, and (vi) including any material employment or service individual consulting agreements (except for other than any (i) employment agreements, offer letters providing and similar Contracts for at-will “at will” employment that do not provide for severanceseverance benefits upon termination of employment and (ii) independent contractor Contracts that can be terminated upon no more than sixty (60) days advance written notice without material cost or liability to the Company or any of its Subsidiaries) equity, acceleration phantom equity, equity-based (or forms thereof), or cash incentive, bonus, commission, vacation, paid time off, supplemental insurance, fringe benefit, separation, termination, change-in-control, retention, transaction, retirement, deferred compensation, profit sharing, health or medical benefits, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-termination employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits), compensation agreements plan, program, arrangement or severance agreementsagreement of any nature (i) sponsored, written maintained, contributed to or otherwise, required to be contributed to by the Company or any of its Subsidiaries for the benefit of, or relating to, of any present current or former director, officer, employeeofficer or employee of the Company or any of its Subsidiaries, or consultant (provided that, for (1ii) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any of its Subsidiaries has any liability (including any contingent liability) (each such plan, program, policy or arrangement, a “Plan”); provided, however, that the term “Plan” shall not include any benefit or compensation plan, program, policy or arrangement sponsored, maintained or practice of the type described in the preceding sentence administered by a Governmental Body. No Plan is mandated by a government other than the Parent Benefit PlansUnited States or is subject to the laws of a jurisdiction outside of the United States. Parent has not, since July 30, 2002, extended credit, arranged No Plan is a source of unfunded benefit liability for the extension Company or any of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentits Subsidiaries.

Employee Benefit Plans. (a) Section 5.10(a) The Employee Benefits Schedule contains a list and a brief, general description of the Parent Disclosure Schedules lists as of the date of this Agreementeach pension, with respect to Parent retirement, savings, deferred compensation, and the Parent Subsidiaries profit-sharing plan and their respective ERISA Affiliateseach stock option, (i) all stock appreciation, stock purchase, performance share, bonus or other incentive plan, severance plan, health, group insurance or other welfare plan, or other similar plan and any "employee benefit plans plan" within the meaning of Section 3(3) of ERISA, under which the Companies have any current or future obligation or liability or under which any employee or former employee (or beneficiary of any employee or former employee) of the Companies have or may have any current or future right to benefits (the term "plan" shall include any Contract or policy, each such plan being hereinafter referred to individually as a "Plan"). Seller has delivered to Buyer true and complete copies of (i) each Plan, (ii) the summary plan description for each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate Plan for which a summary plan description is required by law to an employee in excess of $5,000be furnished to participants, (iii) all stock optionthe latest annual report, stock purchaseif any, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of which has been filed with the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, IRS for each Plan and (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice Plan intended to comply with Section 401(k) of the type described in Code, copies of calculations for the preceding sentence most recent three Plan years showing such Plan's compliance with the requirements under Section 401(k)(3) and, if applicable, 401(m)(2) of the Code. Each Plan that is required to satisfy Section 401(a), 401(k), 401(m), 419, 419A, 505, 501(c)(9), 105(h), 125 or 129 of the Code or any other than Code provision concerning discrimination has been tested for compliance with and has satisfied such applicable requirements for the Parent Benefit Plansmost recent six Plan years ending before the Closing Date. Parent Each Plan intended to be tax qualified under Sections 401(a) and 501(a) of the Code has notbeen determined by the IRS to be tax qualified under Sections 401(a) and 501(a) of the Code and, since July 30such determination, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan no amendment to or for failure to amend any person who was, at such Plan and no other circumstance adversely affects its tax qualified status. There has been no prohibited transaction within the meaning of Section 4975 of the Code and Section 406 of Title I of ERISA with respect to any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (a) Section 5.10(a) of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all All material benefit and compensation plans, contracts, policies or arrangements maintained, contributed to, obligated to be contributed to, or sponsored by Grandpoint and its Subsidiaries for the benefit of current or former employees of Grandpoint and its Subsidiaries (the “Employees”) and current or former directors or independent contractors of Grandpoint or its Subsidiaries including, but not limited to, “employee benefit plans plans” within the meaning of Section 3(3) of ERISA, (ii) each loan from Parentany pension, any Parent Subsidiary or any such ERISA Affiliate to an employee retirement, profit sharing, medical, life, accidental death and dismemberment, disability, dental, vision, compensation, severance, termination pay, salary continuation, unemployment, workers’ compensation, vacation, sick pay, paid-time off, retention, employment, consulting, change in excess of $5,000control, (iii) all fringe benefit, deferred compensation, stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocationrights or other stock-based incentive, cafeteria benefit or flexible benefit, adoption or educational assistance, and bonus or other cash-based incentive, or other similar plans, agreements, programs, policies or other arrangements (whether written or oral and whether or not qualified or funded) or any such plan for which Grandpoint may have any liability including, without limitation, as a result of being deemed a single employer with any entity under Section 125 4001(b)(1) of ERISA or Section 414 of the Code (collectively, the “Benefit Plans”), are set forth in Section 5.03(m)(i) of Grandpoint’s Disclosure Schedule. True and complete copies of the following documents have been provided or made available to PPBI: (A) all Benefit Plans and all written agreements underlying a funding medium for or relating to the administration of any Benefit Plan including, but not limited to, any trust instruments, group annuity contracts, investment management and insurance contracts, certificates of coverage and all amendments thereto; (B) the most recent annual report (Form 5500), together with all schedules, as required, filed with the Internal Revenue Service (“IRS”) or Department of Labor (the “DOL”) and a copy of any “top hat” filings with the DOL, as applicable, and any financial statements and opinions required by Section 103(e)(3) of ERISA with respect to each Benefit Plan; (C) the most recent determination or opinion or advisory letter issued by the IRS for each Benefit Plan that is intended to be “qualified” under Section 401(a) of the Code); (D) the most recent summary plan description and any summary of material modifications, dependent care as required, for each Benefit Plan; (Section 129 of E) the Code)most recent actuarial report, life insurance or accident insurance plansif any, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply relating to senior management and that do not generally apply to all employees, each Benefit Plan; and (viF) any employment or service agreements (except the most recent summary annual report for offer letters providing for at-will employment that do not each Benefit Plan required to provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations summary annual reports by Section 104 of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentERISA.

Employee Benefit Plans. (a) Section 5.10(a3.10(a) of the Parent Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (including any self-insured arrangements that are clearly identified as such, (ii) each loan from Parentand any stop-loss insurance policies issued in connection with such self-insured arrangements), any Parent Subsidiary and all incentive, deferred compensation, retiree medical or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation rightlife insurance, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria severance or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable 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, or any current or former consultant to, 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) all bonusany contracts (including loan agreements), pensionarrangements or understandings between the Company and any employee of the Company including, profit sharingwithout limitation, savingsany contracts, retirementarrangements or understandings relating in any way to a sale of the Company (collectively, deferred compensation the “Plans”). Each Plan is in writing and the Company has furnished to Natus a true and complete copy of each Plan and has delivered to Natus 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 incentive plansother funding arrangement, programs or arrangements(ii) each summary plan description and summary of material modifications, whether written or oral(iii) the three most recently filed Internal Revenue Service (the “IRS”) Form 5500s, qualified or nonqualified, funded or unfunded, currently effective or terminated(iv) the most recently received determination letter from the IRS for each such Plan, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management the most recently prepared actuarial report and that do not generally apply to all employees, financial statement in connection with each such Plan and (vi) any employment or service agreements stop-loss insurance policies pertaining to an employee welfare benefit plan (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderas defined in Section 3(1) of Parent ERISA) that is self-insured. The Company has no express or any Parent Subsidiary (all of the foregoing described in clauses implied commitment, whether legally enforceable or not, (i) through (vi) next precedingto create, collectively, the "Parent Benefit Plans"). Parent has no incur liability with respect to or cause to exist any other employee benefit plan, arrangement program or practice of the type described in the preceding sentence arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Parent Benefit Plans. Parent has notInternal Revenue Code of 1986, since July 30, 2002, extended credit, arranged for as amended (the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent“Code”).

Employee Benefit Plans. (a) Section 5.10(a) 3.10 of the Parent Disclosure Schedules lists Company Schedule of Exceptions contains a true and complete list of each Company Benefit Plan (as of defined below). As used herein, the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all term “Company Plan“ means each material employee benefit plans plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA“)), including each “employee pension benefit plan” (iias defined in Section 3(2) of ERISA), and each loan from Parent“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), any Parent Subsidiary each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or any such ERISA Affiliate policy (written or oral) to an employee in excess of $5,000provide benefits, (iii) all other than salary, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock purchasegrant or stock purchase rights, phantom stockrights, stock appreciation rightdeferred compensation, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation severance policies or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes to or for which the Company or any of its Subsidiaries has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate, or any other plan, arrangement or policy mandated by applicable Law, for the benefit ofof any current, former or relating to, any present or former directorretired employee, officer, employeeconsultant, independent contractor or consultant (provided thatdirector of the Company, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent its Subsidiaries or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary ERISA Affiliate (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"“Company Employees“). The Company has made available to Parent has no liability copies of all material documents constituting the Company Plans, the three most recently filed Forms 5500 for such Company Plans and financial statements attached thereto, all Internal Revenue Service (the “IRS“) determination letters for the Company Plans, all notices that were issued within the preceding three years by the IRS, Department of Labor, or any other Governmental Entity with respect to any planthe Company Plans, arrangement all employee manuals or practice of handbooks containing personnel or employee relations policies, and all other material documents relating to the type described in the preceding sentence other than the Parent Benefit Company Plans. Parent has notFor purposes of this Section 3.10, since July 30the term Company includes any ERISA Affiliate. The term “ERISA Affiliate“) means any person, 2002that together with the Company, extended credit, arranged for the extension of credit, is or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, was at any time since such date, an officer treated as a single employer under section 414 of the Code or director section 4001 of ParentERISA and any general partnership of which the Company is or has been a general partner.

Employee Benefit Plans. (a) Section 5.10(a) The "Employee Benefits Schedule" attached hereto as Schedule 3.16, contains a list and a true and correct copy, including all amendments thereto, of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all any employee benefit plans plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which Seller and/or any corporation, partnership or other trade or business which is or would be a member of a controlled group of corporations, group of trades or business under common control, or an affiliated service group including Seller, under the provisions of Code Section 414(b),(c),(m) or (iio) (each loan from Parentan "ERISA Affiliate") maintains, any Parent Subsidiary to which Seller or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofcontributes, or relating tois obligated to contribute, or under which any present employee or former employee, officer or former officer, director, or former director, officershareholders or former shareholder of Seller or any ERISA Affiliate (collectively, employee"Participants"), or consultant (provided thatany beneficiary of any Participant, for (1) former is covered or has benefit rights and current consultantspursuant to which any liability of Seller or any ERISA Affiliate exists or is reasonably likely to occur, and (2) former directorseach other arrangement, officers and employees; such arrangements need only program or plan pursuant to which any benefit is or shall be listed if unsatisfied obligations of Parent provided to any Participant or any Parent Subsidiary Participant's beneficiary, whether formal or informal, including, without limitation, those providing any form of greater than $5,000 remain thereunder) of Parent medical, health or any Parent Subsidiary dental insurance, life, disability and accidental death and dismemberment insurance, severance pay or benefits continuation, nonqualified deferred compensation, relocation assistance, vacation pay, tuition aid, apprenticeship benefits or matching gifts for charitable contributions to educational or cultural institutions (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent Except as set forth on the "Employee Benefits Schedule", neither the Seller nor any ERISA Affiliate maintains or has no entered into any Benefit Plan or other document, plan or agreement which contains any change in control provisions which would cause an increase or acceleration of benefits or benefit entitlements to Participants or their beneficiaries, or other provisions, which would cause an increase in liability of Seller or to Purchasers as a result of the transactions contemplated by this Agreement or any related action thereafter. Each of such plans that is an employee pension benefit plan it plan within the meaning of Section 3(2) of ERISA that is intended to be a qualified plan under Section 401 (a) of the Code has been amended to comply in all material respects with current law as required and each such plan has obtained a favorable determination letter with respect to such amendment. Neither the Seller nor Shareholders are aware of any plan, arrangement facts or practice circumstances that might jeopardize the qualified status of the type described in the preceding sentence other than the Parent any such Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (axviii) Section 5.10(a4.10(a) of the Parent Disclosure Schedules Schedule lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee benefit plans within the meaning of (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and all bonus, (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000, (iii) all stock option, stock purchase, phantom restricted stock, stock appreciation rightincentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria severance or other benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of, or any current or former consultant to, the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary 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 or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, any contracts (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefitsincluding loan agreements), compensation agreements arrangements or severance agreementsunderstandings between the Company or any Subsidiary and any employee of the Company or any Subsidiary including, written or otherwise, for the benefit of, or relating towithout limitation, any present contracts, arrangements or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations understandings relating in any way to a sale of Parent the Company or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Each Plan is in writing and the Company has furnished to Parent a true and complete copy of each Plan and has no delivered to Parent 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 most recently filed Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Neither the Company nor any Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, arrangement program or practice of the type described in the preceding sentence arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Parent Benefit Plans. Parent has notInternal Revenue Code of 1986, since July 30, 2002, extended credit, arranged for as amended (the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent"Code").

Employee Benefit Plans. (a) Section 5.10(a3.11(a) of the Parent Company Disclosure Schedules lists as Schedule sets forth a true and complete list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, each (i) all “employee benefit plans within the meaning of plan” as defined in Section 3(3) of ERISA, whether or not subject to ERISA, (ii) each loan from Parentany compensation, any Parent Subsidiary employment, consulting, end of service or any such ERISA Affiliate to an employee severance, termination protection, change in excess of $5,000control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy; or (iii) all any other benefit or compensation plan, contract, policy or arrangement providing for pension, retirement, profit-sharing, deferred compensation, stock option, equity or equity-based compensation, stock purchase, phantom stockemployee stock ownership, stock appreciation rightvacation, supplemental retirementholiday pay or other paid time off, severancebonus or other incentive plans, salary continuationmedical, sabbaticalretiree medical, employee relocationvision, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code)dental or other health plans, life insurance or accident insurance plans, programs and other employee benefit plans or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs in each case whether or arrangements that apply to senior management and that do not generally apply to all employeeswritten, and (viA) any employment that is sponsored, maintained, administered, contributed to or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration entered into by the Company or post-termination benefits), compensation agreements or severance agreements, written or otherwiseits Subsidiaries, for the current or future benefit of, or relating to, of any present current or former director, officer, employeeemployee or individual independent contractor of the Company or its Subsidiaries, (each, a “Service Provider”), or consultant (provided thatB) for which the Company or any of its Subsidiaries has or could reasonably expect to have any direct or indirect material liability or obligation (each a “Company Benefit Plan”). Concurrently with the execution of this Agreement, for the Company has delivered to Parent a true and complete list as of the close of business on August 30, 2016 of (1i) former the individuals who are parties to a Performance Bonus Agreement with the Company (the “Performance Cash Awards”) and current consultantsCash Bonus Agreement with the Company (the “Time Bonus Awards” and, collectively with the Performance Cash Awards, the “Company Cash Awards”), (ii) the amount payable pursuant to each Performance Cash Award and Time Bonus Award, and (2iii) former directorsthe vesting and payment schedule (including target vesting amount with respect to Performance Cash Awards) (the “Company Cash Award Schedule”) Notwithstanding the first sentence of this Section 3.11(a), officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunderSection 3.11(a) of the Company Disclosure Schedule need not set forth a list of any employment contracts or consultancy agreements for employees or consultants who are natural persons that are pursuant to a standard form previously provided to Parent or any Parent Subsidiary (all of the foregoing described in clauses that (i) through do not provide for severance or notice pay or benefits or (viii) next precedingwhere the base compensation provided under such employment or consultancy agreement is less than $200,000 per annum and the severance provided is not in excess of that required under local Law. The term “Company Benefit Plan” does not, collectivelyhowever, the "Parent Benefit include any plans or arrangements administered by a Governmental Entity or any statutorily-required: (A) severance, (B) end of service gratuity, (C) holiday pay or bonuses, (D) sick leave or (E) other paid time off (“Governmental Plans"”). Parent Neither the Company, nor to the Knowledge of the Company any other Person, has no liability any express or implied commitment, whether legally enforceable or not, to (i) modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code or (ii) create any plan, arrangement or practice of the type described in the preceding sentence other than the Parent additional Company Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of ParentPlan.

Employee Benefit Plans. (a) Sections 3.18(a)(i) and Section 5.10(a3.18(a)(ii) of the Parent Company Disclosure Schedules lists as Letter, respectively, set forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) each loan from Parentall other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000consulting and independent contractor agreement, (iii) all bonus, stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof or relating to any current or former employee, consultant or independent contractor or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, arrangement or practice to the extent applicable, the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the type described in Code; (C) the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of creditplan documents and summary plan descriptions, or reneweda written description of the terms of any Employee Plan that is not in writing; (D) any related trust agreements, modified insurance contracts, insurance policies or forgiven an extension other documents of credit made prior any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such dateplan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Laws necessary to obtain the most favorable tax treatment and (G) all other material Contracts relating to each Employee Plan, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentincluding administrative service agreements.

Employee Benefit Plans. (a) Section 5.10(a) With respect to each material pension, savings, profit sharing, retirement, deferred compensation, employment, welfare, fringe benefit, insurance, short and long term disability, medical, death benefit, incentive, bonus, stock, other equity-based, vacation pay, severance pay, cafeteria plan and other plan, program and arrangement for the benefit of any current or former employee, director or consultant of the Parent Disclosure Schedules lists as of Company or any Company Subsidiary (collectively, the date of this Agreement"Company Employees"), with respect to Parent and the Parent Subsidiaries and or their respective ERISA Affiliatesbeneficiaries, (i) all including each "employee benefit plans within the meaning of plan" (as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is not a Foreign Plan (as defined in Section 3.14(h)), and that is sponsored or maintained by the Company and/or by one or more Company Subsidiaries or to which the Company and/or one or more Company Subsidiaries has contributed or under which the Company or any Company Subsidiary has any present or future liability (each, a "Plan"), the Company has delivered or made available to Parent current, accurate and complete copies of each of the following together with, when applicable, all amendments: (i) the Plan, or, if the Plan has not been reduced to writing, a written summary of its material terms, (ii) if the Plan is subject to the disclosure requirement of Title I of ERISA, the summary plan description, and in the case of each loan from Parentother Plan, any Parent Subsidiary or any such ERISA Affiliate to an similar employee in excess of $5,000summary, (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (if the Plan is intended to be qualified under Section 125 401(a) of the Code, the most recent determination letter (or opinion letter upon which the Company is entitled to rely) issued by the Internal Revenue Service ("IRS"), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonusif the Plan is subject to the requirement that a Form 5500 series annual report/return be filed, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminatedthe three most recently filed annual reports/returns, (v) other fringe or employee benefit plansall related trust agreements, programs or arrangements that apply to senior management and that do not generally apply to all employeesgroup annuity contracts, and administrative services agreements, (vi) any employment or service agreements for each Plan that is funded, the three most recent financial statements and actuarial reports for each such Plan and (except for offer letters providing for at-will employment that do not provide for severancevii) since January 1, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit of, or relating to2003, any present material communications received from or former director, officer, employee, sent to the IRS or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations the U.S. Department of Parent Labor relating to an audit or any Parent Subsidiary of greater than $5,000 remain thereundersimilar process involving the Plan. Section 3.14(a) of Parent or any Parent Subsidiary (the Company Disclosure Schedule sets forth a list of all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit material Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parent.

Employee Benefit Plans. (a) Section 5.10(aSchedule 3.17(a) sets forth a correct and complete list of the Parent Disclosure Schedules lists as of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all employee welfare benefit plans within the meaning of (as defined in Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) each loan from Parent, any Parent Subsidiary or any such ERISA Affiliate to an all employee pension benefit plans (as defined in excess Section 3(2) of $5,000, ERISA) and (iii) all stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, other material employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs programs, policies, agreements or arrangements, (iv) all bonusincluding any deferred compensation, pensionretirement, profit sharing, savingsincentive, retirementbonus, deferred compensation commission, stock option or incentive plansother equity based, programs phantom, change in control, retention, employment, consulting, severance, dependent care, sick leave, vacation, flex, cafeteria, retiree health or welfare, supplemental income, fringe benefit or other similar plan, programs, policies, agreements or arrangements, whether written or oral, qualified that (A) are maintained, sponsored, contributed or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, entered into by the Companies for the benefit ofof any current or former employee, consultant or manager of any of the Companies, or relating tofor a beneficiary or dependent of such an individual (individually and collectively, “Covered Individuals”), (B) have been approved by any present or former director, officer, employeeof the Companies but are not yet effective for the benefit of Covered Individuals, or consultant (provided thatC) were previously maintained by any of the Companies for the benefit of Covered Individuals and with respect to which any of the Companies have any Liability (collectively, for the “Benefit Plans”). The Companies have delivered to the Purchaser a correct and complete copy (where applicable) of (1) former and current consultantseach Benefit Plan (or, and where a Benefit Plan has not been reduced to writing, a summary of all material terms of such Benefit Plan), (2) former directorseach trust or funding arrangement prepared in connection with each such Benefit Plan, officers including insurance, stop-loss insurance and employees; such arrangements need only be listed if unsatisfied obligations of Parent annuity Contracts, (3) the three most recently filed annual reports on Internal Revenue Service (“IRS”) Form 5500 or any Parent Subsidiary other annual report required by Applicable Law, (4) the most recently received IRS determination or opinion letter, if any, for each such Benefit Plan, (5) the most recently prepared actuarial report and financial statement in connection with each such Benefit Plan, (6) the most recent summary plan description, any summaries of greater than $5,000 remain thereundermaterial modification, any employee handbooks and any material written communications (or a description of any material oral communications) of Parent or by the Companies to any Parent Subsidiary (all Covered Individual concerning the extent of the foregoing described in clauses benefits provided under any Benefit Plan, (i7) through all material correspondence with the IRS, United States Department of Labor (vi“DOL”) next precedingand any other Governmental Entity regarding any Benefit Plan and (8) all Contracts with third-party administrators, collectivelyactuaries, the "Parent Benefit Plans"). Parent has no liability with respect investment managers, consultants and other independent contractors that relate to any plan, arrangement Benefit Plan. The Companies do not have any plan or practice of the type described in the preceding sentence other than the Parent commitment to establish any new Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, Plan or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for modify any person who was, at any time since such date, an officer or director of ParentBenefit Plan.

Employee Benefit Plans. (a) Section 5.10(a) All benefit and compensation plans, contracts, policies or arrangements covering current or former employees, officers, directors or independent contractors of the Parent Disclosure Schedules lists as of the date of this AgreementCompany Group, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, including (i) all “employee benefit plans plans” within the meaning of Section 3(3) of ERISA, (ii) each loan from Parentdisability, any Parent Subsidiary insurance, fringe benefit, retirement, employment or any such ERISA Affiliate to an employee in excess of $5,000consulting arrangements, and (iii) all deferred compensation, stock option, stock purchaserestricted stock, phantom stockappreciation, stock appreciation rightequity-based, supplemental retirementincentive, severanceretention, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance change in control and bonus plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation or incentive plans, programs or arrangements, in each case whether written or oral, qualified formal or nonqualifiedinformal, funded that the Company Group sponsors, maintains or unfundedcontributes to or to which it has any direct or indirect liability, currently effective whether contingent or terminatedactual (collectively, the “Company Benefit Plans”), other than any Company Benefit Plans maintained outside of the United States primarily for the benefit of Company Employees working outside of the United States (any such plans hereinafter being referred to as “Non-US Company Benefit Plans”), are listed on Section 4.13(a) of the Company Disclosure Letter. For each Company Benefit Plan set forth on Section 4.13(a) of the Company Disclosure Letter, the US Company has made available to US Purchaser complete copies of the following (as applicable): (i) the written document evidencing such Company Benefit Plan, including all material amendments, modifications or supplements thereto (or, with respect to any such plan that does not have a written plan document, a summary of the material terms thereof), (ii) the annual report (Form 5500), if any, filed with the IRS for the last two plan years, (iii) the most recently received IRS determination letter, if any, (iv) the most recently prepared actuarial report or financial statement, if any, (v) other fringe the most recent summary plan description, if any, and all material modifications thereto, (vi) copies of any material written correspondence with the Department of Labor or employee benefit plansthe IRS dated on or after September 17, programs 2008 regarding audits or arrangements that apply to senior management and that do not generally apply to all employeesnoncompliance with the Code or ERISA, and (vivii) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance related trust agreements, written insurance contracts or otherwise, for the benefit of, or relating to, documents of any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Parent Benefit Plans. Parent has not, since July 30, 2002, extended credit, arranged for the extension of credit, or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, at any time since such date, an officer or director of Parentfunding arrangements.

Employee Benefit Plans. (a) Section 5.10(a3.18(a) of the Parent Company Disclosure Schedules lists as Schedule sets forth a complete and accurate list of the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all “employee benefit plans within the meaning of plans” (as defined in Section 3(3) of ERISA), (ii) each loan from Parentwhether or not subject to ERISA and all other employment, any Parent Subsidiary or any such ERISA Affiliate to an employee in excess of $5,000bonus, (iii) all stock option, stock purchasepurchase or other equity-based, phantom stockbenefit, stock appreciation right, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pensionincentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement, deferred compensation termination, retention, change of control and other similar fringe, welfare or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs programs, agreement, contracts, policies or arrangements that apply (whether or not in writing) maintained or contributed to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written or otherwise, for the benefit ofof or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or relating to, any present or former director, officer, employee, or consultant (provided that, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"). Parent has no liability with respect to which the Company or any planof its Subsidiaries has any material Liability (together the “Employee Plans”). With respect to each Employee Plan, arrangement or practice the Company has made available to Parent, unless otherwise agreed to by the parties, complete and accurate copies of (A) the three (3) most recent annual report on Form 5500 required to have been filed for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the type described Code; (C) the plan documents and summary plan descriptions, the employee handbook, and/or a written description of the terms of any Employee Plan that is not in the preceding sentence other than the Parent Benefit Plans. Parent has notwriting; (D) any related trust agreements, since July 30insurance contracts, 2002insurance policies, extended creditrecordkeeping services or similar administration agreement, arranged for the extension of creditinvestment management or investment advisory agreement, or renewedother documents of any funding arrangements; (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Entity relating to any compliance issues in respect of any such Employee Plan; (F) with respect to each Employee Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), modified to the extent applicable, (x) the most recent annual report or forgiven an extension of credit made prior similar compliance documents required to be filed with any Governmental Entity with respect to such dateplan and (y) any document comparable to the determination letter referenced under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment and (G) all amendments, in the form of a personal loan modifications or supplements to or for any person who was, at any time since such date, an officer or director of Parentdocument.

Employee Benefit Plans. (a) Section 5.10(a) 3.10 of the Parent Disclosure Schedules lists Company Schedule of Exceptions contains a true and complete list of each Company Plan (as of defined below). As used herein, the date of this Agreement, with respect to Parent and the Parent Subsidiaries and their respective ERISA Affiliates, (i) all term “Company Plan“ means each material employee benefit plans plan (within the meaning of Section 3(3) of the Employment Retirement Income Security Act of 1974 (“ERISA“)), including each “employee pension benefit plan” (iias defined in Section 3(2) of ERISA), and each loan from Parent“employee welfare benefit plan” (as defined in Section 3(1) of ERISA), any Parent Subsidiary each material employee benefit plan maintained outside the United States, and each other material plan, arrangement or any such ERISA Affiliate policy (written or oral) to an employee in excess of $5,000provide benefits, (iii) all other than salary or commissions, as compensation for services rendered, including, without limitation, employment agreements, executive compensation agreements, incentive arrangements, salary continuation, stock option, stock purchasegrant or stock purchase rights, phantom stockrights, stock appreciation rightdeferred compensation, supplemental retirement, severance, salary continuation, sabbatical, employee relocation, cafeteria benefit (Section 125 of the Code), dependent care (Section 129 of the Code), life insurance or accident insurance plans, programs or arrangements, (iv) all bonus, pension, profit sharing, savings, retirement, deferred compensation severance policies or incentive plans, programs or arrangements, whether written or oral, qualified or nonqualified, funded or unfunded, currently effective or terminated, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management and that do not generally apply to all employees, and (vi) any employment or service agreements (except for offer letters providing for at-will employment that do not provide for severance, acceleration or post-termination benefits), compensation agreements or severance agreements, written retention policies or agreements, change in control policies or agreements, fringe benefits or other employee benefits, in each case maintained or sponsored by the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries contributes to or for which the Company or any of its Subsidiaries has or may have any liability, contingent or otherwise, either directly or as a result of a Company ERISA Affiliate, or any other plan, arrangement or policy mandated by applicable Law, for the benefit ofof any current, former or relating to, any present or former directorretired employee, officer, employeeconsultant, independent contractor or consultant (provided thatdirector of the Company, for (1) former and current consultants, and (2) former directors, officers and employees; such arrangements need only be listed if unsatisfied obligations of Parent its Subsidiaries or any Parent Subsidiary of greater than $5,000 remain thereunder) of Parent or any Parent Subsidiary Company ERISA Affiliate (all of the foregoing described in clauses (i) through (vi) next preceding, collectively, the "Parent Benefit Plans"“Company Employees“). The Company has made available to Parent has no liability copies of all material documents constituting the Company Plans, the three most recently filed Forms 5500 for such Company Plans and financial statements attached thereto, all Internal Revenue Service (the “IRS“) determination letters for the Company Plans, all notices that were issued within the preceding three years by the IRS, Department of Labor, or any other Governmental Body with respect to any planthe Company Plans, arrangement all employee manuals or practice of handbooks containing personnel or employee relations policies, and all other material documents relating to the type described in the preceding sentence other than the Parent Benefit Company Plans. Parent has notFor purposes of this Section 3.10, since July 30the term Company includes any Company ERISA Affiliate. The term “Company ERISA Affiliate” means any person, 2002that together with the Company, extended credit, arranged for the extension of credit, is or renewed, modified or forgiven an extension of credit made prior to such date, in the form of a personal loan to or for any person who was, was at any time since such date, an officer treated as a single employer under section 414 of the Code or director section 4001 of ParentERISA and any general partnership of which the Company is or has been a general partner.