Common use of Employee Benefit Plans Clause in Contracts

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed on All UPC Plans are in compliance with the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")applicable terms of ERISA, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planInternal Revenue Code, and any compensation policy other applicable Laws, the breach or practice (violation of which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on UPC. For purposes of this Agreement, the term "BENEFIT ARRANGEMENTS") (i) which are UPC Plan" means each bonus, incentive compensation, severance pay, medical or other insurance program, retirement plan, or other employee benefit plan program, agreement, or arrangement sponsored, maintained, contributed to or required to be contributed to by Company UPC or any entity thattrade or business, whether or not incorporated, that together with Company as UPC or any of the relevant measuring date its Subsidiaries would be deemed a "single employer" under ERISA, is Section 4001 of ERISA or was required to be treated as a single employer under Section 414 of the Internal Revenue Code (a "UPC ERISA AFFILIATEAffiliate") or under which Company UPC or any UPC ERISA Affiliate may incur has any liabilityLiability or obligation. No Liability under Title IV of ERISA has been incurred by UPC or any UPC ERISA Affiliate that has not been satisfied in full, and (ii) which cover the employees, former employees, directors or former directors of Company no condition exists that presents a Material risk to UPC or any UPC ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit incurring any such Liability. With respect to any UPC Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available is subject to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or full payment has previously sponsoredbeen made, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described be made in accordance with Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a404(a)(6) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRSInternal Revenue Code, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts that UPC or any UPC ERISA Affiliate is required to be contributed pay under Section 412 of the Internal Revenue Code or under the terms of each Employee Plan the UPC Plans, and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and no accumulated funding deficiency (within the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to meaning of Section 412 of the Internal Revenue Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section)or Section 302 of ERISA, whether or not materialwaived) exists with respect to any UPC Plan. There are no Material actions, as of the last day of the most recent plan year of such plan; and (vi) other than suits, or claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge Knowledge of CompanyUPC, threatened, alleging threatened or anticipated relating to any breach of UPC Plan. There has been no Material adverse change in the terms financial position or funded status of any Employee UPC Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be is subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to Title IV of ERISA since the date of this Agreement, the information relating to the financial position and except as provided for in this Agreement, neither Company nor any funded status of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock each such plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth contained in the Company Disclosure Schedule, none of most recent Annual Report on Form 10-K filed by UPC with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleSEC.

Employee Benefit Plans. (a) Company has listed on Section 4.17(a) of the Company Disclosure Schedule contains a correct and complete list identifying each material Company Employee Plan. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment, whether legally binding or not, to create any material Company Employee Plan or modify or change any existing material compensatory or employee benefit plans plan, policy, commitment, practice or arrangement that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. Such list also includes those material Company Employee Plans that are maintained or contributed to solely for the benefit of employees ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(3or former employees or directors or independent contractors) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Company or its Subsidiaries who are not resident in the United States, and all other the material benefit arrangements that are not Employee employee policies and practices applicable to such employees (collectively, the “Foreign Company Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"”). (b) A true and complete copy Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six years sponsored, maintained or contributed to, any Company Employee Plan subject to Title IV of each written ERISA. (c) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). (d) Each Company Employee Benefit Plan that covers employees or former employees is intended to be qualified under Section 401(a) of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreementthe Code has received a favorable determination letter, or other funding has pending or investment arrangements has time remaining in which to file, an application for such determination from the benefits Internal Revenue Service, and no event has occurred that could reasonably be expected to result in the revocation of any such determination letter or the disqualification of any such plan. No Company Common Stock fund is provided under such any Company Employee Benefit Plan, Plan intended to be qualified under Sections 401(a) and 401(f) of the Code. The Company has been made available to Parent. In addition, Parent copies of the most recent Internal Revenue Service determination letters with respect to each such Company Employee Benefit Plan. Each Company Employee Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in material compliance with their terms, its terms and with the requirements prescribed by any and all applicable laws (statutes, orders, rules and regulations, including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) which are applicable to such Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law events have occurred with respect to any such Company Employee Plan other than those that do not havecould result in payment or assessment by or against the Company of any excise taxes under Sections 4972, and are not reasonably likely to have4975, a Company Material Adverse Effect. (d) With respect to 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawCode. (e) Except as set forth on The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee or independent contractor of the Company Disclosure Schedule and or any of its Subsidiaries to severance pay or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Company Employee Plan. There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries that, individually or collectively, would entitle any employee or former employee to any severance or other payment as a result of the transactions contemplated hereby, either alone or in conjunction with any other event, or could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. With respect to each executive officer of the Company, the Company has provided to Parent the W-2 information necessary to determine the “base amount” (as defined in Section 280G(b)(3) of the Code) for each executive officer, assuming a change of control occurs in 2010. No Company Employee Plan provides for any tax “gross-up,” including but not limited to a gross-up for any taxes imposed by Section 280G, 4999, or 409A of the Code. (f) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as disclosed in required to avoid excise tax under Section 4980B of the SEC Reports filed prior to Code. (g) Neither the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any oral or written (i) collective bargaining agreement with any officer or other key employee contract or understanding with a foreign works council or labor union or organization. There is no labor dispute, strike, work stoppage or lockout, or, to the Knowledge of the Company, threat thereof, by or with respect to any employees of the Company or any of its Subsidiaries. (h) There is no material action, suit, investigation, audit or proceeding pending against or involving or, to the benefits Knowledge of which are contingentthe Company, threatened against or involving, any Company Employee Plan before any Governmental Authority. (i) The Company or the Subsidiaries may amend or terminate any U.S. Company Employee Plan (other than individual agreements and Company Stock Plans) in accordance with its terms without incurring any material liability thereunder other than accrued benefits thereunder. (j) Since February 26, 2010 until the date hereof, neither the Company nor any of which are materially altered, upon its Subsidiaries has effectuated or announced or plans to effectuate or announce (i) a “plant closing,” as defined in the occurrence U.S. Workers Adjustment and Retraining Notification Act (“WARN”) affecting any site of a transaction involving Company employment or one or more facilities or operating units within any site of employment or facility of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except or (ii) a “mass layoff” (as defined in WARN). Since February 26, 2010, none of the Subsidiaries of the Company has incurred any material liability or material obligation under any state, local or foreign law similar to WARN. Neither the Company nor any of its Subsidiaries are or have been a party to any redundancy agreements (including social plans or job protection plans). (k) Each individual who is classified by the Company or any of its Subsidiaries as an “employee” or as an “independent contractor” is properly so classified. The Company and its Subsidiaries have complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes for such its workforce. (l) All Foreign Company Benefit Plans have been established, maintained and administered in compliance in all material respects with their terms and all applicable agreements statutes, laws, ordinances, rules, orders, decrees, judgments, writs and regulations of any controlling Governmental Authority. Except as set forth would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, all Foreign Company Disclosure ScheduleBenefit Plans that are required to be funded are fully funded, and with respect to all other Foreign Company Benefit Plans, adequate reserves therefor have been established on the accounting statements of the applicable Company in accordance with GAAP as of the Closing. (m) Each Company Employee Plan that is a non-qualified deferred compensation plan or arrangement subject to Section 409A of the Code is in compliance with Section 409A of the Code in form and in operation.

Employee Benefit Plans. (a) Company has listed on Except for the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")Frankfort First Existing Plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974Frankfort First does not maintain, as amended ("ERISA")nor is it bound by, and all other material benefit arrangements that are not any Employee Benefit PlansPlan. Frankfort First has furnished First Federal with a complete and accurate copy of each Frankfort First Existing Plan and a complete and accurate copy of each material document prepared in connection with each such Frankfort First Existing Plan, including, but not limited to any arrangement providing insurance benefitswithout limitation and where applicable, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") a copy of (i) which are maintainedeach trust or other funding arrangement, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any and all summaries of material modifications)modifications applicable thereto, (iii) the most recent recently filed IRS Form 5500, (iv) the most recently received IRS determination letter, if applicable, and (v) the most recent recently prepared actuarial report and financial statement. (b) Neither Frankfort First nor the Bank maintains or valuationcontributes to, if applicableor within the two years preceding the Effective Time has maintained or contributed to, an employee pension benefit plan subject to Title IV of ERISA other than its defined benefit plan. Except as indicated on the Frankfort First Disclosure Schedule, none of the Frankfort First Existing Plans or Frankfort First Existing Contracts obligates Frankfort First or the Bank to pay material separation, severance, termination or similar-type benefits solely as a result of any transaction contemplated by this Agreement or as a result of a "change in control," within the meaning of such term under Section 280G of the Code. Except as indicated on the Frankfort First Disclosure Schedule, none of the Frankfort First Existing Plans or the Frankfort First Existing Contracts provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Frankfort First or the Bank. (c) Except as set forth on To the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or Knowledge of Frankfort First, each Frankfort First Existing Plan has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined always been operated in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in material compliance with their terms, the requirements prescribed by any and of all applicable laws (including ERISA Law. Frankfort First and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates Bank have performed in all material respects all obligations required to be performed by either of them under and under, are not in any material respect in default under or in violation of, and have no knowledge Knowledge of any material default or violation by any other party to, any Frankfort First Existing Plan. No legal action, suit or claim is pending or, to the Knowledge of the Employee PlansFrankfort First, except threatened with respect to both clauses any Frankfort First Existing Plan (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is ) and no claim, suit, action, dispute, arbitration fact or legal, administrative or other proceeding or governmental investigation or audit pending, or, event exists to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect Frankfort First that could give rise to any such Employee Plan other than those that do not haveaction, and are not reasonably likely to have, a Company Material Adverse Effectsuit or claim. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Frankfort First Disclosure Schedule Schedule, each Frankfort First Existing Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified, and except as disclosed in to the SEC Reports filed prior to Knowledge of Frankfort First no fact or event has occurred since the date of this Agreement, and except as provided for in this Agreement, neither Company nor such determination letter from the IRS to adversely affect the qualified status of any of its Subsidiaries is a party such Frankfort First Existing Plan. No trust maintained or contributed to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, by Frankfort First or the terms of which are materially altered, upon the occurrence of Bank is intended to be qualified as a transaction involving Company voluntary employees' beneficiary association or is intended to be exempt from federal income taxation under Section 501(c)(9) of the nature contemplated by this Agreement, Code. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any Section 4975 of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation Code) with respect to any agreements Frankfort First Existing Plan. Neither Frankfort First nor the Bank has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code and no fact or event exists that could give rise to any such liability. (f) All contributions, premiums or payments required to be made with respect to any officer Frankfort First Existing Plan have been made on or other key employee before their due dates. To the Knowledge of Company Frankfort First, there is no accumulated funding deficiency, within the meaning of ERISA or any of its Subsidiaries except for such applicable agreements the Code, in connection with the Frankfort First Existing Plans and no reportable event, as defined in ERISA, has occurred in connection with the Frankfort First Existing Plans. (g) No representation and warranty set forth in this Section 4.15 shall be deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company Disclosure ScheduleFrankfort First.

Employee Benefit Plans. (a) Company York has listed on the Company Disclosure Schedule all made available to Buyer Parties copies of each material "employee benefit plans (plan"EMPLOYEE BENEFIT PLANS"), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA"), and all other each material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowanceemployment, severance or similar contract, plan arrangement or policy and each other material written 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 equity compensation planself-insured arrangements), any deferred compensation planhealth or medical benefits, employee assistance program, disability or sick leave benefits, workers' compensation, supplemental unemployment benefits, severance benefits and any compensation policy post-employment or practice retirement benefits ("BENEFIT ARRANGEMENTS") (iincluding compensation, pension, health, medical or life insurance benefits) which are is maintained, contributed to administered or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company York or any ERISA Affiliate may incur and covers any liability, and (ii) which cover the employees, former employees, directors current or former directors of Company employee, director or consultant (or any ERISA Affiliate dependent or beneficiary thereof) or any current or former director or independent contractor of York or any of its Subsidiaries (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been made available to Buyer Parties together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Form 990, if applicable, prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the "EMPLOYEE PLANS")Plans." Section 3.14(a) of the Seller Disclosure Schedule contains a correct and complete list identifying each Plan. (b) A true and complete copy None of each written Employee Benefit Plan that covers employees or former employees of Company York, any ERISA Affiliate or any ERISA Affiliatepredecessor thereof sponsors, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreementmaintains or contributes to, or other funding has in the past sponsored, maintained or investment arrangements for the benefits under such Employee Benefit Plancontributed to, has been made available any Plan subject to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries Title IV of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicableERISA. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor None of York, any ERISA Affiliate sponsors or any predecessor thereof contributes to, or has previously sponsoredin the past contributed to, maintainedany multiemployer plan, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections Section 3(37) and 4001(a)(3) of ERISA;. (iid) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Each Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-so qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge Knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregateYork, no event fact or circumstance exists giving rise to a material likelihood that such Plan would not be treated as so qualified by the IRS. Each Plan has occurred, been maintained in all material respects in compliance with its terms and with the requirements prescribed by all applicable Laws (including but not limited to ERISA and the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawCode). (e) Neither York nor any of its Subsidiaries has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits with respect to current or former employees, directors or consultants, except as required to avoid excise tax under Section 4980B of the Code. (f) Except as set forth on Section 3.14(f) of the Company Seller Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date Schedule, no current or former employee, director or consultant of this Agreement, and except as provided for in this Agreement, neither Company nor York or any of its Subsidiaries is a party will become entitled to any oral bonus, retirement, severance, job security or written (i) agreement with any officer or other key employee of Company similar benefit or any of its Subsidiaries, the benefits of which are contingent, accelerated or the terms of which are materially altered, upon the occurrence of enhanced payment or benefit as a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any result of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule. (g) There is no contract, none plan or arrangement (written or otherwise) covering any current or former employee or director of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company York or any of its Subsidiaries that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (h) There have been no prohibited transactions (within the meaning of Section 406 of ERISA or 4975 of the Code) with respect to any Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) has any material liability for breach of fiduciary duty or for any other failure to act or comply in connection with the administration or investment of the assets of any such Plan. There have been no acts or omissions by any person with respect to any Plan that have given rise to, or could reasonably be expected to give rise, to any material liability under Section 502 of ERISA. (i) Neither York nor any of its Subsidiaries maintains or otherwise has any liability with respect to any deferred compensation, excess benefit or other non-qualified supplemental retirement plan, program or arrangements, except under the EAR Plan. No "leased employee" (within the meaning of Section 414(n) of the Code), performs any material services for such applicable agreements York or any of its Subsidiaries. Neither York nor any of its Subsidiaries has any material liability, whether absolute or contingent, including any obligations under any Plan, with respect to any misclassification of a Person performing services for York or any of its Subsidiaries as set forth on an independent contractor rather than as an employee. (j) Section 3.14(j) of the Company Seller Disclosure ScheduleSchedule contains a true and complete list of all EARs outstanding as of the date hereof.

Employee Benefit Plans. (a) Company has listed on Except for the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")Frankfort First Existing Plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974Frankfort First does not maintain, as amended ("ERISA")nor is it bound by, and all other material benefit arrangements that are not any Employee Benefit PlansPlan. Frankfort First has furnished First Federal with a complete and accurate copy of each Frankfort First Existing Plan and a complete and accurate copy of each material document prepared in connection with each such Frankfort First Existing Plan, including, but not limited to any arrangement providing insurance benefitswithout limitation and where applicable, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") a copy of (i) which are maintainedeach trust or other funding arrangement, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any and all summaries of material modifications)modifications applicable thereto, (iii) the most recent recently filed IRS Form 5500, (iv) the most recently received IRS determination letter, if applicable, and (v) the most recent recently prepared actuarial report and financial statement. (b) Neither Frankfort First nor the Bank maintains or valuationcontributes to, if applicableor within the two years preceding the Effective Time has maintained or contributed to, an employee pension benefit plan subject to Title IV of ERISA other than its defined benefit plan. Except as indicated on the Frankfort First Disclosure Schedule, none of the Frankfort First Existing Plans or Frankfort First Existing Contracts obligates Frankfort First or the Bank to pay material separation, severance, termination or similar-type benefits solely as a result of any transaction contemplated by this Agreement or as a result of a “change in control,” within the meaning of such term under Section 280G of the Code. Except as indicated on the Frankfort First Disclosure Schedule, none of the Frankfort First Existing Plans or the Frankfort First Existing Contracts provides for or promises retiree medical, disability or life insurance benefits to any current or former employee, officer or director of Frankfort First or the Bank. (c) Except as set forth on To the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or Knowledge of Frankfort First, each Frankfort First Existing Plan has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined always been operated in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in material compliance with their terms, the requirements prescribed by any and of all applicable laws (including ERISA Law. Frankfort First and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates Bank have performed in all material respects all obligations required to be performed by either of them under and under, are not in any material respect in default under or in violation of, and have no knowledge Knowledge of any material default or violation by any other party to, any Frankfort First Existing Plan. No legal action, suit or claim is pending or, to the Knowledge of the Employee PlansFrankfort First, except threatened with respect to both clauses any Frankfort First Existing Plan (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is ) and no claim, suit, action, dispute, arbitration fact or legal, administrative or other proceeding or governmental investigation or audit pending, or, event exists to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect Frankfort First that could give rise to any such Employee Plan other than those that do not haveaction, and are not reasonably likely to have, a Company Material Adverse Effectsuit or claim. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Frankfort First Disclosure Schedule Schedule, each Frankfort First Existing Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS that it is so qualified, and except as disclosed in to the SEC Reports filed prior to Knowledge of Frankfort First no fact or event has occurred since the date of this Agreement, and except as provided for in this Agreement, neither Company nor such determination letter from the IRS to adversely affect the qualified status of any of its Subsidiaries is a party such Frankfort First Existing Plan. No trust maintained or contributed to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, by Frankfort First or the terms of which are materially altered, upon the occurrence of Bank is intended to be qualified as a transaction involving Company voluntary employees’ beneficiary association or is intended to be exempt from federal income taxation under Section 501(c)(9) of the nature contemplated by this Agreement, Code. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any Section 4975 of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation Code) with respect to any agreements Frankfort First Existing Plan. Neither Frankfort First nor the Bank has incurred any liability for any excise tax arising under Section 4972 or 4980B of the Code and no fact or event exists that could give rise to any such liability. (f) All contributions, premiums or payments required to be made with respect to any officer Frankfort First Existing Plan have been made on or other key employee before their due dates. To the Knowledge of Company Frankfort First, there is no accumulated funding deficiency, within the meaning of ERISA or any of its Subsidiaries except for such applicable agreements the Code, in connection with the Frankfort First Existing Plans and no reportable event, as defined in ERISA, has occurred in connection with the Frankfort First Existing Plans. (g) No representation and warranty set forth in this Section 4.15 shall be deemed to be breached unless such breach, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company Disclosure ScheduleFrankfort First.

Employee Benefit Plans. (a) Company has listed on Except for any plan, fund, program, agreement or arrangement that is subject to the Company laws of any jurisdiction outside the United States, Schedule 4.12(a) of Parent Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")contains a true and complete list of each material deferred compensation, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")incentive compensation, and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation ; material "welfare" plan, fund or program (within the meaning of section 3(1) of ERISA); material "pension" plan, fund or program (within the meaning of section 3(2) of ERISA); each material employment, termination or severance agreement; and any compensation policy each other material employee benefit plan, fund, program, agreement or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedarrangement, in each case, that is in writing and sponsored, maintained or contributed to or required to be contributed to by Company Parent or by any trade or business, whether or not incorporated, that together with Parent would be deemed a "single employer" within the meaning of section 4001(b) of ERISA, or to which Parent or an ERISA Affiliate is party, whether written or oral, for the benefit of any employee, consultant, director or former employee, consultant or director of Parent or any entity thatSubsidiary of Parent. The plans, together with Company as funds, programs, agreements and arrangements listed on Schedule 4.12(a) of the relevant measuring date under ERISA, is or was required Parent Disclosure Schedule are referred to be treated herein collectively as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PARENT PLANS"). (b) A With respect to each Parent Plan, Parent has heretofore delivered or made available to the Company true and complete copy copies of each written Employee Benefit the Parent Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any amendments thereto (or if the Parent Plan is not a written plan, a description thereof), any related trust agreement, insurance contract, collective bargaining agreement, or other funding vehicle, the most recent reports or investment arrangements for summaries required under ERISA or the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, Code and the most recent determination letter received from the Internal Revenue Service with respect to each such Employee Benefit Parent Plan intended to qualify under section 401 of the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicableCode. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor No liability under Title IV or section 302 of ERISA has been incurred by Parent or any ERISA Affiliate sponsors or that has previously sponsorednot been satisfied in full, maintained, contributed to or incurred an obligation to contribute to any Employee other than liability for premiums due the Pension Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA;Guaranty Corporation (which premiums have been paid when due). (iid) neither Company nor any ERISA Affiliate sponsors or Each Parent Plan has previously sponsoredbeen operated and administered in all material respects in accordance with its terms and applicable law, maintainedincluding, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliatebut not limited to, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and . (Be) Company and the ERISA Affiliates have performed all obligations required Each Parent Plan intended to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge "qualified" within the meaning of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of has received a favorable determination letter from the IRSInternal Revenue Service, or in the case of such a copy Parent Plan for which a favorable determination letter has not yet been received, the applicable remedial amendment period under Section 401(b) of the Code has not expired. (f) No Parent Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of Parent or any Subsidiary for periods extending beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits under any "pension plan," or (iii) benefits the full cost of which has been delivered is borne by the current or former employee (or his or her beneficiary), dependant or other covered person. (g) There are no pending, or to the knowledge of Parent, and threatened or anticipated, claims that would reasonably be expected to Company's knowledgehave a Parent Material Adverse Effect by or on behalf of any Parent Plan, nothing has occurred which is reasonably likely to impair by any employee or beneficiary covered under any such determination Parent Plan, or otherwise adversely affect the tax-qualified status of involving any such Employee Plan;Parent Plan (other than routine claims for benefits). (vh) Company To the knowledge of Parent, all employee benefit plans that are subject to the laws of any jurisdiction outside the United States are in material compliance with such applicable laws, including relevant Tax laws, and the ERISA Affiliates requirements of any trust deed under which they were established, except for such exceptions to the foregoing which, in the aggregate, would not reasonably be expected to have made or will make when due full and timely payment of a Parent Material Adverse Effect. Schedule 4.12(i) lists all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments material employee pension benefit plans that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to the laws of any jurisdiction outside the United States except for such plans that are governmental or statutory plans. (i) Each Plan can be amended prospectively or terminated at any time without approval from any person, without advance notice, and without any liability other than for benefits accrued prior to such amendment or termination. (j) No agreement, commitment, or obligation exists to increase any benefits under any Plan or to adopt any new Plan. (k) No Plan has any unfunded accrued benefits that are not fully reflected in the Financial Statements. (l) No ERISA pension plan has incurred any "accumulated funding deficiency" or "waived funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code") and Parent has incurred never sought to obtain any "ACCUMULATED FUNDING DEFICIENCY" variance from the minimum funding standards pursuant to Section 412(d) of the Code. The funding method used in connection with each ERISA Pension Plan meets the requirements of ERISA and the Code and the actuarial assumptions used in connection with each such plan are reasonable, given the experience of such ERISA Pension Plan and reasonable expectations. The fair market value of the plan assets of each ERISA Pension Plan are at least equal to (i) the present value of its benefit liabilities (as defined in said SectionERISA Section 4001(a)(16), whether or not materialincluding any unpredictable contingent event benefits within the meaning of Code Section 412(l)(7), and determined on the basis of assumptions prescribed by the PBGC for purposes of ERISA Section 4044), and (ii) the Projected Benefit Obligations thereunder, as defined in Statement of Financial Accounting Standards No. 87, including any allowance for indexation and ad hoc increases. No ERISA Pension Plan has been completely or partially terminated or been the last day subject of a Reportable Event under ERISA Section 4043. No proceeding by the most recent plan year of such plan; and PBGC to terminate any ERISA Pension Plan has been instituted, and Parent has not incurred any liability to the PBGC (vi) other than claims for benefits in the ordinary coursePBGC premiums, there is no claim, suit, action, dispute, arbitration all of which have been timely paid) or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge otherwise under Title IV of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law ERISA with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse EffectERISA Pension Plan. (dm) With respect Parent neither maintains nor participates in any Voluntary Employees' Beneficiary Association ("VEBA"), under Code Sections 419 and 419A, which is intended to be exempt from taxation under section 501(c)(9) of the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawCode. (en) Except as set forth on Parent does not maintain, participate in, contribute to, or have any obligation to contribute or any liability with respect to any multiple employer or multiemployer plan, or has had any obligation with respect to such a plan during the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to six years immediately preceding the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")4.18(a) includes a complete and correct list of each ERISA Plan each compensation, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974consulting, as amended ("ERISA")employment or collective bargaining agreement, and all each stock option, stock purchase, stock appreciation right, life, health, disability or other material benefit arrangements that are not Employee Benefit Plansinsurance or benefit, includingbonus, but not limited to any arrangement providing insurance benefits, any deferred or incentive bonus or deferred bonus arrangement, any arrangement providing termination allowancecompensation, severance or similar benefitsseparation, any equity compensation profit sharing, retirement, or other employee benefit plan, any deferred compensation planpractice, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedarrangement of any kind, contributed to oral or required to be contributed to by Company or any entity thatwritten, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers covering employees or former employees of Company First Community or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, the Wholly Owned Bank that First Community or other funding the Wholly Owned Bank maintains or investment arrangements for the benefits under such Employee Benefit Plan, has been made available contributes to Parent. In addition(or, with respect to any employee pension benefit plan has maintained or contributed to since the date of its incorporation) or to which First Community or the Wholly Owned Bank is a party or by which it is otherwise bound (collectively, together with First Community’s ERISA Plans, the “First Community Benefit Plans”). First Community previously has delivered to the Minority Bank true and complete copies of the following with respect to each such Employee First Community Benefit Plan Plan, to the extent applicableapplicable (i) copies of each First Community Benefit Plan, Company and all related plan descriptions; (ii) the last three years’ Annual Returns on Form 5500; and (iii) other material plan documents. None of the First Community Benefit Plans is a “defined benefit plan” (as defined in Section 414(j) of the Code) and neither First Community nor the Wholly Owned Bank has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including at any summaries of material modificationstime maintained such a plan. Except as listed on Schedule 4.18(a), First Community or the most recent IRS determination letter, if applicableWholly Owned Bank has not, and the most recent actuarial report or valuationhas never had, if applicablean ERISA Affiliate. (cb) Except as set forth on Schedule 4.18(b), neither the Company Disclosure Schedule: (i) Neither Company execution and delivery of this Agreement nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B the consummation of the Code; (iii) (A) all Employee Plans that cover transactions contemplated hereby will cause an increase or have covered acceleration of benefits or benefit entitlements to employees or former employees of Company have been maintained and operatedFirst Community or the Wholly Owned Bank under any First Community Benefit Plan or any other increase in the liabilities of First Community or the Wholly Owned Bank under any First Community Benefit Plan as a result of the transactions contemplated by this Agreement. (c) Neither First Community nor the Wholly Owned Bank maintains or participates, and currently arehas never maintained or participated, in compliance with their termsa multiemployer plan within the meaning of Section 3(37) of ERISA. None of First Community or the Wholly Owned Bank or, to First Community’s knowledge, any director or employee of First Community or the requirements prescribed by any and all applicable laws (including ERISA and the Code), ordersWholly Owned Bank, or governmental rules and regulations in effect with respect thereto, and (B) Company and the any fiduciary of any ERISA Affiliates have performed all obligations required to be performed by them under and are not Plan has engaged in any material respect in default under or transaction in violation ofof Section 406 or 407 of ERISA or, and have no knowledge of any default or violation by any other party toto First Community’s knowledge, any material “prohibited transaction” (as defined in Section 4975(c)(1) of the Employee Plans, except with respect to both clauses (ACode) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify for which no exemption exists under Section 401(a408(b) of ERISA or Section 4975(d) of the Code in connection with such ERISA Plan. Neither First Community nor the Wholly Owned Bank provides and each trust established pursuant has never provided medical benefits, life insurance or similar welfare benefits to each such Employee Plan former employees, except as required by Section 601 of ERISA. (d) Each of First Community’s ERISA Plans that is intended to qualify under Section 501(a) 401 and related provisions of the Code is the subject of a favorable determination letter from the IRSIRS or satisfies the provisions of IRS Announcement 2001-77, a copy Section II, if applicable, to the effect that it is so qualified under the Code and that its related funding instrument is tax exempt under Section 501 of which has been delivered the Code (or First Community or the Wholly Owned Bank is otherwise relying on an opinion letter issued to Parentthe prototype sponsor), and and, to Company's First Community’s knowledge, nothing has occurred which is reasonably likely to impair such determination there are no facts or otherwise circumstances that would adversely affect the tax-qualified status of such Employee Plan; (v) Company and any ERISA Plan or the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms tax-exempt status of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effectrelated trust. (de) With respect to the Employee Plans, individually and in the aggregate, no event has occurredEach First Community Benefit Plan is, and to since its inception, has been administered in material compliance with its terms and with all applicable laws, rules and regulations governing such First Community Benefit Plan, including the knowledge rules and regulations promulgated by the U.S. Department of CompanyLabor, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect the Pension Benefit Guaranty Corporation and the IRS under ERISA, the Code or any other applicable law, including without limitation the requirement to file Annual Returns on Form 5500. Neither First Community, the Wholly Owned Bank nor any affiliate of First Community or the Wholly Owned Bank that is a fiduciary with respect to any First Community Benefit Plan has breached any of the responsibilities, obligations or duties imposed on it by ERISA. No First Community Benefit Plan is currently the subject of a submission under IRS Employee Plans Compliance Resolution System or any similar system, nor under any Department of Labor amnesty program, and neither First Community nor the Wholly Owned Bank anticipates any such submission of any First Community Benefit Plan. (ef) Except as set forth on the Company Disclosure Schedule and except as disclosed Other than routine claims for benefits made in the SEC Reports filed prior Ordinary Course of Business, there is no litigation, claim or assessment pending or, to the date of this AgreementFirst Community’s knowledge, and except as provided for in this Agreementthreatened by, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingenton behalf of, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, against any of the benefits of which will be increased, First Community Benefit Plans or against the vesting of the benefits of which will be accelerated, by the occurrence administrators or trustees or other fiduciaries of any of the transactions contemplated First Community Benefit Plans that alleges a violation of applicable state or federal law. To First Community’s knowledge, there is no reasonable basis for any such litigation, claim or assessment. (g) No First Community Benefit Plan fiduciary or any other person has, or has had, any liability to any First Community Benefit Plan participant, beneficiary or any other person under any provisions of ERISA or any other applicable law by this Agreement reason of any action or failure to act in connection with any First Community Benefit Plan, including, but not limited to, any liability by any reason of any payment of, or failure to pay, benefits or any other amounts or by reason of any credit or failure to give credit for any benefits or rights. Every First Community Benefit Plan fiduciary and official is bonded to the extent required by Section 412 of ERISA. (h) All accrued contributions and other payments to be made by First Community or the value Wholly Owned Bank to any First Community Benefit Plan (i) through the date hereof have been made or reserves adequate for such purposes have been set aside therefor and reflected in the Financial Statements and (ii) through the Closing Date will have been made or reserves adequate for such purposes will have been set aside therefore and reflected in the Financial Statements. Neither First Community nor the Wholly Owned Bank is in default in performing any of its contractual obligations under any of the benefits of which will be calculated on the basis of First Community Benefit Plans or any of the transactions contemplated by this Agreementrelated trust agreement or insurance contract. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation There are no outstanding liabilities with respect to any agreements First Community Benefit Plan other than liabilities for benefits to be paid to participants in such First Community Benefit Plan and their beneficiaries in accordance with the terms of such First Community Benefit Plan. Except to the extent reserved for and reflected in the Financial Statements in accordance with this subsection (h), neither First Community nor the Wholly Owned Bank has committed to, or announced, a change to any officer First Community Benefit Plan that increases the cost of the First Community Benefit Plan to First Community or the Wholly Owned Bank. (i) No First Community Benefit Plan provides for payment of any amount which, considered in the aggregate with amounts payable pursuant to all other key employee First Community Benefit Plans, would exceed the amount deductible for federal income tax purposes by virtue of Company Section 280G or 162(m) of the Code. (j) There are no obligations or liabilities, whether outstanding or subject to future vesting, for any post-retirement benefits to be paid to participants under any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleFirst Community Benefit Plans.

Employee Benefit Plans. Each Plan (aas defined below) Company has covering active, former, or retired employees of INT'X.xxx or any Subsidiary is listed on in Section 3.18 of the Company INT'X.xxx Disclosure Schedule all Schedule. "PLAN" means any employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan as defined in ERISA (as defined below), maintained or contributed to by INT'X.xxx or any of its Subsidiaries within the past six years, and also includes any employment, severance or similar contract, arrangement or policy and each plan or arrangement providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits or for deferred compensation, profit-sharing, bonuses, phantom stock, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation or benefits in existence within the past three years or for which there is an unsatisfied liability. INT'X.xxx has made available to Parent a copy (or description if no document exists) of each Plan, and where applicable, any related trust agreement, annuity, or insurance contract. All annual reports (Form 5500) required to be filed with the Internal Revenue Service have been properly filed on a timely basis, and INT'X.xxx has provided copies of the three most recently filed Forms 5500 for each applicable Plan. Any Plan intended to be qualified under Section 3(3401(a) of the Code has been determined by the Internal Revenue Service to be so qualified or, if no such determination letter has been received, the form of such Plan complies with the Code's requirements for qualification, except those requirements for which the remedial amendment period has not expired, and no event has occurred which is reasonably likely to threaten the tax-exempt status of such Plan or any trust for such Plan. No Plan is covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as Section 412 of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code (Code. No "ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer planprohibited transaction," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors Section 406 or Code Section 4975 has previously sponsored, maintained, contributed to or incurred an obligation to contribute occurred with respect to any Employee Benefit Plan, unless such a transaction was exempt from such rules or would not give rise to a material tax or penalty. Each Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have has been maintained and operated, and currently are, administered in material compliance with their terms, its terms and with the requirements prescribed by any and all applicable laws (statutes, including but not limited to ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required which are applicable to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is There are no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, pending or, to the knowledge of CompanyINT'X.xxx and its Subsidiaries, threatened, alleging anticipated claims against or otherwise involving any breach of the terms Plans and no suit, action, or other litigation (excluding claims for benefits incurred in the ordinary course of any Employee Plan activities) is currently pending against or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not havefor which there is an unsatisfied liability. All contributions, reserves, or premium payments to the Plan accrued to the Prior Agreement Date have been made or provided for in accordance with prior funding and accrual practices. Within the six year period preceding the Closing Date, neither INT'X.xxx nor any Subsidiary, nor any entity which is considered one employer with INT'X.xxx or any Subsidiary under Section 414 of the Code or Section 4001 of ERISA has ever maintained or contributed to or incurred liability with respect to any Plan subject to Title IV of ERISA or any "multi-employer plan" within the meaning of Section 4001(a)(3) of ERISA, and neither INT'X.xxx nor any Subsidiary expects to incur any such liability. There are not reasonably likely no restrictions on the rights of INT'X.xxx or any Subsidiary to haveamend or terminate any Plan, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any applicable notice requirements without incurring any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any thereunder other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed than for benefits accrued prior to the date of this Agreementtermination or amendment. Neither INT'X.xxx nor any Subsidiary has engaged in and, to the knowledge of INT'X.xxx and except as provided its Subsidiaries, it is not a successor or parent corporation to an entity that has engaged in a transaction described in ERISA Section 4069. There have been no written interpretations of, or announcements (whether or not written) by INT'X.xxx or any Subsidiary relating to, or change in employee participation or coverage under, any Plan that would increase the expense of maintaining such Plan above the level of the expense incurred in respect thereof for in this Agreement, neither Company the fiscal year ended prior to the Prior Agreement Date. Neither INT'X.xxx nor any of its Subsidiaries is a party to ERISA affiliates has any oral liability in respect of post-employment or written (i) agreement with any officer or other key employee post-retirement welfare benefits for retired employees of Company INT'X.xxx or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including Subsidiary. Neither INT'X.xxx nor any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, Material INT'X.xxx Subsidiary nor any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of their ERISA Affiliates has any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation liability with respect to welfare benefits for former employees other than health care continuation benefits required to be provided under applicable law or which do not exceed three months in duration. No tax under Section 4980B or 4980D of the Code has been incurred in respect of any agreements with any officer or other key employee Plan that is a group health plan, as defined in Section 5000(b)(1) of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleCode.

Employee Benefit Plans. (a) Company has listed on Section 2.13(a) of the Company Disclosure Schedule all employee identifies each material salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement maintained, sponsored, contributed to or required to be contributed to by any of the Acquired Corporations for the benefit plans of any current or former employee, director or consultant of any of the Acquired Corporations. (All plans, programs and agreements referred to in the prior sentence are referred to in this Agreement as the "EMPLOYEE BENEFIT PLANS.") (b) Except as set forth in Section 2.13(a) of the Company Disclosure Schedule, none of the Acquired Corporations maintains, sponsors or contributes to, and none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity thatsimilar pension benefit plan under the laws of any foreign jurisdiction, together with Company as whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA), for the benefit of any current or former employee or director of any of the relevant measuring date under ERISA, is or was required to be treated as Acquired Corporations (a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANSPENSION PLAN"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on in Section 2.13(a) of the Company Disclosure Schedule: , none of the Acquired Corporations maintains, sponsors or contributes to any: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" welfare benefit plan (as defined in said Section)Section 3(l) of ERISA) or any similar welfare benefit plan under the laws of any foreign jurisdiction, whether or not materialexcluded from coverage under specific Titles or Merger Subtitles of ERISA, as for the benefit of any current or former employee or director of any of the last day Acquired Corporations (a "WELFARE PLAN"), or (ii) self-funded medical, dental or other similar Plan. None of the most recent plan year of such plan; and (vi) other than claims for benefits Plans identified in the ordinary course, there Company Disclosure Schedule is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to a multiemployer plan (within the knowledge meaning of Company, threatened, alleging any breach Section 3(37) of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse EffectERISA). (d) With respect to each material Plan, the Employee PlansCompany has delivered to Parent or Parent's advisors or representatives: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect if required under ERISA, with respect to such Plan for each of the Code last two years; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other applicable lawfunding agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (v) accurate and complete copies of all Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracted, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). (e) Except None of the Acquired Corporations is or has ever been required to be treated as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement single employer with any officer or other key employee Person under Section 4001(b)(1) of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.ERISA or

Employee Benefit Plans. (a) Company has listed on Section 4.11(a) of the Company Disclosure Schedule all sets forth a true and complete list or description of each employee welfare benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(3) plan and employee pension benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), Sections 3(1) and all 3(2), each other material benefit arrangements that are not Employee Benefit Planscompensation, includingconsulting, but not limited to any arrangement providing employment or collective bargaining agreement, each stock option, stock purchase, stock appreciation right, other stock based, life, health, disability or other insurance benefitsor benefit, any bonus, deferred or incentive bonus or deferred bonus arrangement, any arrangement providing termination allowancecompensation, severance or similar benefitsseparation, any equity compensation profit sharing, retirement, or other employee benefit plan, any deferred compensation planpractice, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedarrangement of any kind, contributed to oral or required to be contributed to by Company or any entity thatwritten, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers covering employees or former employees of the Company or the Subsidiaries which the Company or the Subsidiaries maintain or are required to contribute to as of the date of this Agreement (or, with respect to any ERISA Affiliate“employee pension benefit plan,” as defined under Section 3(2) of ERISA, has maintained or contributed to in the last six years) (collectively, the “Company Benefit Plans”). Copies of the Company Benefit Plan documents (and, if applicable, related trust or funding agreements, insurance policies and service provider agreements) and all amendments thereto and written descriptions if not reduced to a written document have been made available to Parent together with the most recent annual report (Form 5500 including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available Schedule B thereto) required to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500be filed, the most recent summary plan description (including any summaries of material modifications), and the most recent IRS determination letter, if applicable, and letter or opinion letter issued with respect to any Company Benefit Plan that is intended to be qualified under Section 401(a) of the most recent actuarial report or valuation, if applicableCode. (cb) Except as set forth on in Section 4.11(b) of the Company Disclosure Schedule: (i) Neither , neither the Company nor any entity treated as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate sponsors Affiliate”) currently maintains or has previously sponsored, maintained, contributed to or incurred an obligation is required to contribute to any Employee Company Benefit Plan regulated under Title IV of ERISA, including any "multi-employer that (i) is a “multiemployer plan," ” as defined in Sections 3(37) and 4001(a)(3) of ERISA; , (ii) neither Company nor any ERISA Affiliate sponsors is subject to the funding requirements of Section 412 of the Code or has previously sponsoredTitle IV of ERISA, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described (iii) is a “welfare benefit plan” as defined in Section 3(1) of ERISA that provides for post-retirement medical, life insurance or other welfare-type benefits to any former employee or retiree employees of the Company or any ERISA Affiliate, except (other than as required under by Part 6 of Subtitle B of Title I of ERISA and or Section 4980B of the Code; (iii) (A) all Employee Plans that cover Code or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Codeunder a similar state law regarding medical continuation coverage), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers is a “multiple employer plan” as defined in Section 413(c) of the Code or has covered employees or former employees (v) is a “multiple employer welfare arrangement” within the meaning of 3(40)(A) of ERISA. (c) The Company Benefit Plans and is their related trusts intended to qualify under Section Sections 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the are subject of to a favorable determination or opinion letter from the IRSIRS (or are entitled to rely on such a letter issued to the provider of a master, a copy prototype, volume submitter or similar plan) and, to the Knowledge of which has been delivered to Parent, and to the Company's knowledge, nothing has occurred which that is reasonably likely expected to impair result in the revocation of such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and by the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee PlanIRS, unless such contributions or payments that have not been made are immaterial in amount and except where the failure to make such payments so comply would not reasonably be expected to result in, individually or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to haveaggregate, a Company Material Adverse Effect. (d) With respect The Company Benefit Plans have been maintained and administered in all material respects in accordance with their terms and applicable laws, except where the failure to the Employee Plansso comply would not reasonably be expected to result in, individually and or in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISAEffect, the Code it being understood that it shall not be a breach of this representation or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for representation in this Agreement, neither Company nor any of its Subsidiaries is Agreement if as a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any result of the transactions contemplated by this Agreement (or otherwise on or after the value date of this Agreement) any pension plan is required to be funded or terminated. (e) As of the benefits date of which will be calculated on this Agreement, there are no material suits, actions, disputes, claims (other than routine claims for benefits) or arbitrations, or any audits, examinations or administrative proceedings before any Governmental Entity pending or, to the basis of any Knowledge of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure ScheduleCompany, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation threatened with respect to any agreements with Company Benefit Plan or any officer related trust or other key employee funding medium thereunder or with respect to the Company in its capacity as the plan sponsor or fiduciary thereof, and no Company Benefit Plan is currently the subject of a submission under IRS Employee Plans Compliance Resolution System, nor under the Department of Labor’s Delinquent Filer Voluntary Compliance Program, and the Company does not anticipate any such submission of any Company Benefit Plan, in each case which would reasonably be expected to result in a Company Material Adverse Effect. (f) All contributions required to be made under the terms of any Company Benefit Plan, or applicable law, with respect to any period ending prior to the date of its Subsidiaries except for such applicable agreements as set forth this Agreement have been paid or have been timely accrued on the audited financial statements to the extent required by GAAP, and none of the Company Disclosure ScheduleBenefit Plans has any material unfunded liabilities as of the date of this Agreement that are not so reflected in such audited financial statements.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all 3.14(a) sets forth a complete and correct list of each “employee benefit plans plan” ("EMPLOYEE BENEFIT PLANS"), as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("whether or not subject to ERISA"), each employment, consulting, retirement, option, equity or equity-based, phantom equity, profit sharing, bonus, commission, incentive, severance, separation, change in control, retention, deferred compensation, fringe benefit, vacation, paid time off, medical, dental, life, disability or other welfare and all each other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planprogram, and any compensation policy policy, agreement, arrangement or practice ("BENEFIT ARRANGEMENTS") Contract (i) which are that is maintained, sponsored or contributed to (or required to be contributed to to) by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and or (ii) under or with respect to which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate has any current or contingent liability or obligation ("EMPLOYEE PLANS"each, a “Company Employee Benefit Plan”). With respect to each Company Employee Benefit Plan, to the extent applicable, the Company has furnished to Buyer true and complete copies of (A) the plan documents (and all amendments thereto), summary plan descriptions and summaries of material modifications and other material employee communications, (B) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”), (C) the Form 5500 Annual Report (including all schedules and other attachments) as filed for the most recent three (3) years, (D) all related trust agreements, insurance Contracts, and other funding arrangements and (E) all material correspondence with any Governmental Entity. (b) A true and complete copy of each written No Company Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicableprovides, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an no obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliateother liability with respect to, except post-employment or post-termination health or life insurance or other welfare-type benefits for any Person (other than as required under Part 6 of Subtitle B of Title I of ERISA and ERISA, Section 4980B of the Code; Code or similar state Law (iii“COBRA”) (A) all Employee Plans that cover or have for which the covered employees or former employees Person pays the full cost of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Codecoverage), orders, or governmental rules and regulations in effect with respect thereto, and (B) . The Company and the ERISA Affiliates have performed all obligations required to be performed by them under complied and are not in compliance with the requirements of COBRA. Neither the Company nor any material respect in default ERISA Affiliate sponsors, maintains, contributes to (or is obligated to contribute to) or has any liability under or with respect to: (i) any “employee pension benefit plan,” as defined in violation ofSection 3(2) of ERISA, and or other plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (iii) any multiple employer plan as determined under Section 413 of the Code. The Company does not have no knowledge any current or contingent liability or obligation by reason of at any default or violation by time being considered a single employer with any other party to, any Person under Section 414 of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect;Code. (ivc) Each Company Employee Benefit Plan that covers or has covered employees or former employees of Company and is intended to qualify under be qualified within the meaning of Section 401(a) of the Code and each trust established pursuant is so qualified, has received or is otherwise entitled to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of rely on a current favorable determination or opinion letter to that effect from the IRS, a copy and no circumstance exists that could result in revocation of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair any such favorable determination or otherwise opinion letter or adversely affect the tax-qualified status of such Company Employee Benefit Plan; (v) . Each Company Employee Benefit Plan and any related trust, insurance Contract or fund has been established, maintained, funded, operated, and administered in accordance with its respective terms and in compliance with all applicable laws, including ERISA and the ERISA Affiliates have made Code. All contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements, and premiums or will make when due full and timely payment of all amounts other payments required to be contributed under made prior to the terms of each Employee Plan Closing have been timely made and applicable law all contributions, distributions, reimbursements and premiums or required to be paid as expenses under such Employee Plan, unless such contributions other payments for any period ending on or payments before the Closing Date that are not yet due have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plansproperly accrued. No Pension Plan subject to Section 412 of the Code There has incurred any "ACCUMULATED FUNDING DEFICIENCY" been no non-exempt “prohibited transaction” (as defined in said Section), whether or not material, as Section 4975 of the last day Code or Section 406 of the most recent plan year of such plan; and (viERISA) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law (as determined under ERISA) with respect to any such Company Employee Benefit Plan. There are no pending or threatened Proceedings with respect to any Company Employee Benefit Plan (other than those that do not haveroutine claims for benefits), and are not reasonably likely there is no circumstance that could give rise to have, a Company Material Adverse Effectany such Proceeding. (d) With respect to No Company Employee Benefit Plan is currently under audit or examination by the Employee PlansIRS or the Department of Labor. There are no pending or threatened, individually and in the aggregateaudits, no event has occurredinvestigations, claims, suits, grievances or other Proceedings, and to the knowledge of Companythere are no facts that could reasonably give rise thereto, there exists no condition involving, directly or set of circumstances in connection with which indirectly, any Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code Employee Benefit Plan or any fiduciary or administrator thereof, or any rights or benefits thereby, other applicable lawthan the ordinary and usual claims for benefits by participants, dependents or beneficiaries. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee None of the Company Employee Benefit Plans or any other arrangement obligates the Company to pay any separation, severance, termination or any other benefit or compensation that may be triggered, increased or accelerated or otherwise results in the acceleration of its Subsidiariestime of payment, the benefits of which are contingentfunding, or the terms of which are materially altered, upon the occurrence of vesting as a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none result of the execution and delivery of this Agreement or any transaction contemplated by this Agreement (alone, or in combination with any other event) or as a result of a change in control or ownership within the consummation meaning of Section 280G of the transactions contemplated hereunder will trigger Code and (ii) no unfunded liability exists under any "change of control" Company Employee Benefit Plan. (f) Schedule 3.14(f) lists all Company employees covered by any written employment, consulting, severance, change-in-control or retention Contract and any non-competition, non-solicitation, non-disparagement, confidentiality, proprietary information, intellectual property rights or similar provisions resulting in Contract with the acceleration Company (each, an “Employment and Services Agreement”). The Company has provided Buyer with true, correct and complete copies of benefits each Employment and Services Agreement. (g) Neither the Company nor any ERISA Affiliate maintains or compensation has maintained, has any obligation to contribute to, or has any current or contingent liability or obligation with respect to to, any agreements with any officer or other key employee multiemployer plan within the meaning of Company or any Section 3(37) of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleERISA.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all 3.14(a) sets forth a complete and correct list of each “employee benefit plans plan” ("EMPLOYEE BENEFIT PLANS"), as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("whether or not subject to ERISA"), each employment, consulting, retirement, option, equity or equity-based, phantom equity, profit sharing, bonus, commission, incentive, severance, separation, change in control, retention, deferred compensation, fringe benefit, vacation, paid time off, medical, dental, life, disability or other welfare and all each other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planprogram, and any compensation policy policy, agreement, arrangement or practice ("BENEFIT ARRANGEMENTS") Contract (i) which are that is maintained, sponsored or contributed to (or required to be contributed to to) by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and or (ii) under or with respect to which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate has any current or contingent liability or obligation ("EMPLOYEE PLANS"each, a “Company Employee Benefit Plan”). With respect to each Company Employee Benefit Plan, to the extent applicable, the Company has furnished to Buyer true and complete copies of (A) the plan documents (and all amendments thereto), summary plan descriptions and summaries of material modifications and other material employee communications, (B) the most recent determination or opinion letter received from the Internal Revenue Service (the “IRS”), (C) the Form 5500 Annual Report (including all schedules and other attachments) as filed for the most recent three (3) years, (D) all related trust agreements, insurance Contracts, and other funding arrangements and (E) all material correspondence with any Governmental Entity. (b) A true and complete copy of each written No Company Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicableprovides, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an no obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliateother liability with respect to, except post-employment or post-termination health or life insurance or other welfare-type benefits for any Person (other than as required under Part 6 of Subtitle B of Title I of ERISA and ERISA, Section 4980B of the Code; Code or similar state Law (iii“COBRA”) (A) all Employee Plans that cover or have for which the covered employees or former employees Person pays the full cost of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Codecoverage), orders, or governmental rules and regulations in effect with respect thereto, and (B) . The Company and the ERISA Affiliates have performed all obligations required to be performed by them under complied and are not in compliance with the requirements of COBRA. Neither the Company nor any material respect in default ERISA Affiliate sponsors, maintains, contributes to (or is obligated to contribute to) or has any liability under or with respect to: (i) any “employee pension benefit plan,” as defined in violation ofSection 3(2) of ERISA, and or other plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (iii) any multiple employer plan as determined under Section 413 of the Code. The Company does not have no knowledge any current or contingent liability or obligation by reason of at any default or violation by time being considered a single employer with any other party to, any Person under Section 414 of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect;Code. (ivc) Each Company Employee Benefit Plan that covers or has covered employees or former employees of Company and is intended to qualify under be qualified within the meaning of Section 401(a) of the Code and each trust established pursuant is so qualified, has received or is otherwise entitled to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of rely on a current favorable determination or opinion letter to that effect from the IRS, a copy and no circumstance exists that could result in revocation of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair any such favorable determination or otherwise opinion letter or adversely affect the tax-qualified status of such Company Employee Benefit Plan; (v) . Each Company Employee Benefit Plan and any related trust, insurance Contract or fund has been established, maintained, funded, operated, and administered in accordance with its respective terms and in compliance with all applicable laws, including ERISA and the ERISA Affiliates have made Code. All contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements, and premiums or will make when due full and timely payment of all amounts other payments required to be contributed under made prior to the terms of each Employee Plan Closing have been timely made and applicable law all contributions, distributions, reimbursements and premiums or required to be paid as expenses under such Employee Plan, unless such contributions other payments for any period ending on or payments before the Closing Date that are not yet due have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plansproperly accrued. No Pension Plan subject to Section 412 of the Code There has incurred any "ACCUMULATED FUNDING DEFICIENCY" been no non-exempt “prohibited transaction” (as defined in said Section), whether or not material, as Section 4975 of the last day Code or Section 406 of the most recent plan year of such plan; and (viERISA) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law (as determined under ERISA) with respect to any such Company Employee Benefit Plan. There are no pending or threatened Proceedings with respect to any Company Employee Benefit Plan (other than those that do not haveroutine claims for benefits), and are not reasonably likely there is no circumstance that could give rise to have, a Company Material Adverse Effectany such Proceeding. (d) With respect to No Company Employee Benefit Plan is currently under audit or examination by the Employee PlansIRS or the Department of Labor. There are no pending or threatened, individually and in the aggregateaudits, no event has occurredinvestigations, claims, suits, grievances or other Proceedings, and to there are no facts that could reasonably give rise thereto, involving, directly or indirectly, any Company Employee Benefit Plan or any fiduciary or administrator thereof, or any rights or benefits thereby, other than the knowledge ordinary and usual claims for benefits by participants, dependents or beneficiaries. (i) None of Company, there exists no condition or set of circumstances in connection with which the Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code Employee Benefit Plans or any other applicable law. (e) Except as set forth on arrangement obligates the Company Disclosure Schedule and except as disclosed to pay any separation, severance, termination or any other benefit or compensation that may be triggered, increased or accelerated or otherwise results in the SEC Reports filed prior to the date acceleration of this Agreementtime of payment, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingentfunding, or the terms of which are materially altered, upon the occurrence of vesting as a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none result of the execution and delivery of this Agreement or any transaction contemplated by this Agreement (alone, or in combination with any other event) or as a result of a change in control or ownership within the consummation meaning of Section 280G of the transactions contemplated hereunder will trigger Code and (ii) no unfunded liability exists under any "change of control" Company Employee Benefit Plan. (f) Schedule 3.14(f) lists all Company employees covered by any written employment, consulting, severance, change-in-control or retention Contract and any non-competition, non-solicitation, non-disparagement, confidentiality, proprietary information, intellectual property rights or similar provisions resulting in Contract with the acceleration Company (each, an “Employment and Services Agreement”). The Company has provided Buyer with true, correct and complete copies of benefits each Employment and Services Agreement. (g) Neither the Company nor any ERISA Affiliate maintains or compensation has maintained, has any obligation to contribute to, or has any current or contingent liability or obligation with respect to to, any agreements with any officer or other key employee multiemployer plan within the meaning of Company or any Section 3(37) of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleERISA.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule 3.15 sets forth an accurate schedule of all employee benefit plans of the Company and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Balance Sheet Date. Except for the employee benefit plans described on Schedule 3.15 ("EMPLOYEE BENEFIT PLANS"the “Employee Benefit Plans”), as defined in the Company does not sponsor, maintain or contribute to any plan, program, fund or arrangement that constitutes an “employee pension benefit plan,” nor does the Company have any obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any “excess benefit plan” (within the meaning of Section 3(33(36) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”) or any non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term “employee pension benefit plan” shall have the same meaning given that term in Section 3(2) of ERISA. The Company has not sponsored, maintained or contributed to any employee pension benefit plan other than the plans set forth on Schedule 3.15, nor is the Company required to contribute to any retirement plan pursuant to the provisions of any collective bargaining agreement. The Company is not now, nor will it become as a result of its past activities, liable to the Pension Benefit Guaranty Corporation or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA. All Employee Benefit Plans listed on Schedule 3.15 are in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other material benefit arrangements that are not Employee Benefit Plansapplicable federal, includingstate and local statutes, but not limited ordinances and regulations. All accrued contribution obligations of the Company with respect to any arrangement providing insurance benefits, any incentive bonus plan listed on Schedule 3.15 have either been fulfilled in their entirety or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with fully reflected on the balance sheet of the Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan Balance Sheet Date. All plans listed on Schedule 3.15 that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify (the “Qualified Plans”) under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and each trust established pursuant copies of such determination letters are included as part of Schedule 3.15 hereof. Except as disclosed on Schedule 3.15, all reports and other documents required to each be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof are included as part of Schedule 3.15 hereof. Neither the Shareholder, nor any such Employee Plan that is intended to qualify plan listed on Schedule 3.15, nor the Company has engaged in any transaction prohibited under the provisions of Section 501(a4975 of the Code or Section 406 of ERISA. No such plan listed on Schedule 3.15 has incurred an “accumulated funding deficiency,” as defined in Section 412(a) of the Code is and Section 302(1) of ERISA, and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. There have been no terminations, partial terminations or discontinuances of contributions to any such Qualified Plan without notice to and approval by the Internal Revenue Service; no plan listed on Schedule 3.15 subject to the provisions of a favorable determination letter from the IRS, a copy Title IV of which ERISA has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates terminated; there have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" no “reportable events” (as that phrase is defined in said Section), whether or not material, as Section 4043 of the last day of the most recent plan year of such plan; and (viERISA) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, plan; and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date has not incurred liability under Section 4062 of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleERISA.

Employee Benefit Plans. (a) Company has listed on Section 3.11(a) of the Company Disclosure Schedule all Letter, sets forth a true, complete and correct list of each material “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”) (whether or not subject to ERISA), and all any other material benefit arrangements that are not Employee Benefit Plansplan, includingpolicy, but not limited program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any arrangement providing insurance benefitscurrent or former director, officer, employee or consultant (or to any incentive bonus dependent or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS"beneficiary thereof) (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, which are now maintained, sponsored or contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of by the Company or any ERISA Affiliate, except as required or under Part 6 which the Company or any ERISA Affiliate has any material obligation or liability, whether actual or contingent, including all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, restricted stock unit, stock-based compensation, change-in-control, retention, employment, consulting, personnel or severance policies, programs, practices, Contracts or arrangements (each, a “Company Benefit Plan”), excluding Foreign Benefit Plans. For purposes of Title I this Agreement, the term “Foreign Benefit Plans” shall mean those Company Benefit Plans maintained, sponsored or contributed to primarily for the benefit of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees current or former employees of the Company have been maintained and operatedor any ERISA Affiliate who are or were regularly employed outside the United States (but which shall exclude any such Company Benefit Plans to the extent required by applicable foreign law to be so maintained, and currently are, in compliance with their termssponsored or contributed to). Not more than ten (10) Business Days after the date hereof, the requirements prescribed by Company shall deliver a true, complete and correct list of each material Foreign Benefit Plan to Parent. For purposes of this Section 3.11, “ERISA Affiliate” shall mean any entity (whether or not incorporated) that, together with any other entity, is considered under common control and all applicable laws treated as one employer under Sections 414(b) or (including ERISA and c) of the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not . Except as otherwise set forth in any material respect Company Benefit Plan, the Company has no express or implied commitment to add, terminate, modify or change any Company Benefit Plan in default under or in violation ofthe United States, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except than with respect to both clauses (A) and (B)a termination, where non-compliancemodification or change required by applicable Law or which would not, non-performanceindividually or in the aggregate, default or violation are not reasonably likely be expected to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed Except as set forth on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")4.16, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974Seller does not sponsor, as amended ("ERISA")maintain or contribute to, and all other material benefit arrangements that are not or have any ongoing Obligations with respect to, any Employee Benefit PlansPlan, including, but not limited to any arrangement providing insurance benefitsto, any incentive bonus or deferred bonus arrangementemployee benefit plan as defined in ERISA, any arrangement providing termination allowancewith respect to employees of Seller. Copies of all Employee Benefit Plans described on Schedule 4.16 have been delivered to Buyer along with copies of all summary plan descriptions, severance or similar benefitsthe most recent determination letter received from the Internal Revenue Service, any equity compensation plan, any deferred compensation planthe two most recent years’ Form 5500s and financial reports, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed notices to or required to be contributed to by Company from the Internal Revenue Service or any entity that, together with Company as office or representative of the relevant measuring date Department of Labor or any similar Governmental Authority. With respect to each Employee Benefit Plan described on Schedule 4.16, Seller has operated and currently operates such plan in compliance with the plan documents and all applicable Laws, including without limitation ERISA and the Internal Revenue Code of 1986, as amended (the “Code”). No liability or contingent liability under ERISATitle IV or Section 302 of ERISA has been incurred by Seller or any ERISA Affiliate that has not been satisfied in full, is and neither Seller nor any ERISA Affiliate made, or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or make, contributions to any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees subject to Title IV of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for during the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan last six years ended prior to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Closing Date. Neither Company Seller nor any ERISA Affiliate sponsors or ever has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Multiemployer Plan regulated under Title IV or to a Multiple Employer Plan. There are no actions, suits or claims pending or, to the Knowledge of ERISASeller, including any "multi-employer plan," as defined threatened (other than routine claims for benefits) in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed writing with respect to or incurred an obligation to contribute relating to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) Plan. To the Knowledge of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregateSeller, no event has occurred, occurred and to the knowledge of Company, there currently exists no condition or set of circumstances in connection with which Company Seller or any of its ERISA Affiliates could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect (other than routine claims for benefits) under the terms of any Employee Benefit Plan, ERISA, the Code Code, or any other law applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date Seller’s Employee Benefit Plans. “ERISA Affiliate” means any entity which is part of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries a “controlled group” with Seller or is a party to any oral or written (i) agreement under “common control” with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingentSeller, or is treated as employed by a single employer with Seller (within the terms meaning of which are materially alteredSections 414(b), upon the occurrence of a transaction involving Company (c), (m) or (o) of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleCode).

Employee Benefit Plans. (a) Company has listed on Section 4.19 of the Company Seller Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS")sets forth each retirement, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974pension, as amended ("ERISA")bonus, and all other material benefit arrangements that are not Employee Benefit Plansstock purchase, includingprofit sharing, but not limited to any arrangement providing insurance benefitsstock option, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowancecompensation, severance or similar termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, any equity unemployment benefits, vacation, incentive or other compensation plan, any deferred compensation plan, and any compensation policy plan or practice ("BENEFIT ARRANGEMENTS") (i) arrangement or other employee benefit which are is maintained, or otherwise contributed to or required to be contributed to to, by Company or any entity that, together with Company as of the relevant measuring date under ERISAAcquired Subsidiaries, is or was required to be treated as a single employer under Section 414 any member of the Code ("ERISA AFFILIATE") or under which Company Seller Group or any ERISA Affiliate may incur any liability, of Seller for the benefit of employees or former employees and (ii) which cover the employees, former employees, directors or former directors of Company any of the Acquired Subsidiaries and their spouses, dependents or any ERISA Affiliate beneficiaries (the "EMPLOYEE PLANSSeller Employee Plans"). (b) A true . True and complete copy correct copies of each written of the Seller Employee Benefit Plan that covers employees or former employees of Company or any ERISA AffiliatePlans have been delivered to Purchaser, includingalong with the most recent annual report for each Seller Employee Plan, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect agreement relating to each such Seller Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, and the most recent summary plan description (including any summaries description, actuarial report and determination letter for each Seller Employee Plan. Each of material modifications), the most recent IRS determination letter, if applicableAcquired Subsidiaries has complied, and currently is in compliance, both as to form and operation, in all material respects, with the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I applicable provisions of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover each other Law or have covered employees regulation imposed or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed administered by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except Governmental Entity with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) each of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Seller Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in Section 4.19 of the Company Seller Disclosure Schedule, none of the execution and delivery of this Agreement Acquired Subsidiaries has at any time maintained, adopted, established, contributed to or the consummation of the transactions contemplated hereunder will trigger been required to contribute to, otherwise participated in or been required to participate in, or had any liability with respect to, any "change employee benefit plan" within the meaning of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.section 3(3)

Employee Benefit Plans. (a) Company has listed on the Company Fox Chase Disclosure Schedule all 4.12 contains a true and complete list of each “employee benefit plans plan” ("EMPLOYEE BENEFIT PLANS"), as defined in within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material employee benefit arrangements that are plans, agreements, programs, policies or other arrangements, whether or not Employee Benefit Planssubject to ERISA (including any funding mechanism therefor), including, but not limited to any arrangement providing insurance benefitswithout limitation, any incentive bonus or deferred bonus arrangementdefined benefit, any arrangement providing termination allowancedefined contribution, employee stock ownership, supplemental executive retirement plans, stock purchase plans, stock option plans, restricted stock plans, stock appreciation rights plans, severance or similar benefitsarrangements, any equity compensation planemployment agreements, any consulting agreements, settlement agreements, release agreements, loan arrangements, change-in-control agreements, fringe benefit plans, bonus plans, incentive plans, director deferred agreements, director retirement agreements, deferred compensation planplans and all other benefit practices, policies and arrangements (including vacation) under which any compensation policy current or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedformer employee, contributed to director or required to be contributed to by Company independent contractor of Fox Chase or any entity that, together with Company as of the relevant measuring date under ERISA, is Fox Chase Subsidiary has any present or was required future right to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") benefits or under which Company Fox Chase or any ERISA Affiliate may incur Fox Chase Subsidiary has any present or future liability. All such plans, agreements, programs, policies and (ii) which cover arrangements shall be collectively referred to as the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS")“Fox Chase Benefit Plans.” (b) A true With respect to each Fox Chase Benefit Plan, Fox Chase has made available to Univest a current, accurate and complete copy thereof (or a written summary of each written Employee Benefit Plan that covers employees or former employees the material terms of Company or any ERISA Affiliateunwritten plan) and, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent : (i) any related trust agreement or other funding instrument; (ii) the most recently filed Federal Forms 5500recent determination letter issued by the IRS and any current application to the IRS for such letter, if applicable; (iii) the most recent summary plan description (including and any subsequent summaries of material modifications), modifications or planned modification; (iv) the most recent IRS determination letter, if applicable, ESOP Loan documentation and ESOP Pledge Agreement; and (v) annual return/reports on Form 5500 for the most recent actuarial report or valuation, if applicablelast three plan years with respect to each Fox Chase Benefit Plan which is required to file such annual return/report. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors Except as would not result, individually or has previously sponsoredin the aggregate, maintainedin a Material Adverse Effect, contributed to or incurred an obligation to contribute to any Employee each Fox Chase Benefit Plan regulated under Title IV that is subject to ERISA and the Code has been established and administered in all respects in accordance with its terms and in compliance with the applicable provisions of ERISA, including any "multi-employer plan," the Code and other applicable laws, rules and regulations, as defined in Sections 3(37) and 4001(a)(3) of ERISA; applicable; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee each Fox Chase Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and which is intended to qualify under be qualified within the meaning of Section 401(a) of the Code has received a favorable determination letter as to its qualification, and each trust established pursuant with respect to each such Employee Plan that is intended to qualify all plan document qualification requirements for which the applicable remedial amendment period under Section 501(a401(b) of the Code is the subject of a favorable has closed, any amendments required by such determination letter from the IRS, a copy of which has been delivered to Parentwere made as and when required by such determination letter, and to Company's knowledgethe Knowledge of Fox Chase, nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification; (iii) to the Knowledge of Fox Chase, no event has occurred which and no condition exists that is reasonably likely to impair subject Fox Chase or any Fox Chase Subsidiary, solely by reason of its affiliation with any past or present “ERISA Affiliate” (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any Tax, fine, Lien, penalty or other liability imposed by ERISA or the Code; (iv) neither Fox Chase nor any “party in interest” or “disqualified person” with respect to a Fox Chase Benefit Plan (including the ESOP) has engaged in a non-exempt “prohibited transaction” within the meaning of Code Section 4975 or ERISA Section 406 and the consummation of the Transaction will not give rise to any such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; prohibited transaction; (v) Company except as set forth in Fox Chase Disclosure Schedule 4.12, no Fox Chase Benefit Plan provides, and Fox Chase and the ERISA Affiliates Fox Chase Subsidiaries have made no obligation to provide, any welfare benefits to any employee or will make when due full service provider (or any beneficiary thereof) after the employee’s termination of employment and/or the service provider’s termination of service other than as required by Section 4980B of the Code and/or other applicable law; and timely payment of (vi) all amounts contributions required to be contributed made under the terms of each Employee any Fox Chase Benefit Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been timely made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Companyif not yet due, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law have been properly reflected in Fox Chase’s financial statements in accordance with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse EffectGAAP. (d) With Except as set forth in Fox Chase Disclosure Schedule 4.12, Fox Chase and the Fox Chase Subsidiaries do not maintain, and have not maintained within the last ten years, a defined benefit plan. None of the Fox Chase Benefit Plans is a “multiemployer plan” (within the meaning of ERISA Section 3(37)) and none of Fox Chase, the Fox Chase Subsidiaries or any ERISA Affiliate has any liability with respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability a multiemployer plan that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawremains unsatisfied. (e) Except as set forth on the Company in Fox Chase Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement4.12, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party with respect to any oral Fox Chase Benefit Plan, the assets of any trust under such Fox Chase Benefit Plan, Fox Chase Benefit Plan sponsor, Fox Chase Benefit Plan fiduciary or written Fox Chase Benefit Plan administrator, (i) agreement with any officer no actions, suits or claims (other key employee than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Company or any of its SubsidiariesFox Chase, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or threatened and (ii) agreement to the Knowledge of Fox Chase, no facts or plancircumstances exist that could reasonably be expected to give rise to any such actions, including any stock option plansuits or claims. (f) Except as set forth in Fox Chase Disclosure Schedule 4.12, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any consummation of the transactions contemplated herein will not, separately or together with any other event, (i) entitle any employee, officer or director of Fox Chase or any Fox Chase Subsidiary to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting of, or increase the amount of, compensation due to any such employee, officer or director, or (iii) result in a payment or amount that would not be deductible by this Agreement reason of Code Section 280G or would be subject to an excise tax under Code Section 4999. (g) Except as would not result, individually or in the aggregate, in a Material Adverse Effect, all Fox Chase Benefit Plans which provide for the deferral of compensation, within the meaning of Section 409A of the Code, have been administered in good faith compliance with Section 409A of the Code. Except as set forth in Fox Chase Disclosure Schedule 4.12, no outstanding stock options and no shares of restricted stock and no other equity-based awards are subject to Section 409A of the Code. In addition, Fox Chase Disclosure Schedule 4.12 sets forth the amounts of any deferred compensation payable to any employee or director of Fox Chase. (h) Fox Chase has not communicated to any current or former employee thereof any intention or commitment to modify in any material respect any Fox Chase Benefit Plan or contract to establish or implement any other employee or retiree benefit or compensation plan or arrangement. (i) The ESOP is now and has been at all times since its inception, in form, an “employee stock ownership plan” within the meaning of Code Section 4975(e)(7) and Section 407(d)(6) of ERISA, which, in form, qualifies under Code Section 401(a). The ESOP trust is now and has at all times since inception been qualified under Section 501(a) of the Code. The shares of Fox Chase Common Stock held by the ESOP trust constitute “employer securities,” as defined in Code Section 409(l), and “qualifying employer securities,” as defined in Section 407(d)(5) of ERISA. Other than the ESOP Loan, there is no existing indebtedness of the ESOP trust, Fox Chase, or any Fox Chase Subsidiary relating to the ESOP trust or the value of ESOP. Fox Chase Disclosure Schedule 4.12(i) sets forth any documents that provide for indemnification of the benefits fiduciaries of which will be calculated on the basis of ESOP in connection with any of prior transactions involving the ESOP or the transactions contemplated by this Agreement. Except as set forth Fox Chase Disclosure Schedule 4.12(i) contains a list of all participants in the Company Disclosure ScheduleESOP (including active employees, none former employees, beneficiaries of deceased participants and alternate payees), and the execution and delivery number of this Agreement or shares of Fox Chase Common Stock allocated to each participant’s accounts under the consummation ESOP as of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleDecember 31, 2014.

Employee Benefit Plans. (a) Company has listed on Schedule 3.11(a) of the Company Disclosure Schedule lists all “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all each other material benefit arrangements that are not Employee Benefit Plansemployment, includingconsulting, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangementother incentive compensation, any salary continuation arrangement providing termination allowance, severance of other compensatory agreement or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") arrangement (i) which are that is currently, or has been at any time in the two prior calendar years, maintained, administered, contributed to or required to be contributed to by the Company or any entity thatSubsidiary, together with Company as of (ii) to which the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur Subsidiary is a party or has any liability, and or (iiiii) which cover the employees, former employees, directors that covers any current or former directors officer, director, employee or independent contractor (or any of Company their dependents) of the Company, any Subsidiary or any ERISA Affiliate ("EMPLOYEE PLANS"collectively, the “Company Benefit Plans”). The Company has made available to Purchaser (i) accurate and complete copies of all Company Benefit Plan documents currently in effect or at any time in effect in the two prior calendar years (and, in the absence of such documents, written descriptions) and all other material documents relating thereto, including (if applicable) all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instruments, and summary plan descriptions relating to said Company Benefit Plans, (ii) accurate and complete copies of the most recent financial statements and actuarial reports with respect to all Company Benefit Plans for which financial statements or actuarial reports are required or have been prepared, and (iii) accurate and complete copies of all annual reports and summary annual reports for all Company Benefit Plans (for which annual reports are required) prepared for the two most recent plan years. The Company has also made available to Purchaser complete copies of other current and material plan summaries, employee booklets, personnel manuals and other material documents or written materials (apart from routine forms and correspondence related to the Company Benefit Plans) concerning the Company Benefit Plans that are in possession of the Company, any Subsidiary or any ERISA Affiliate as of the date hereof. Except as provided in Schedule 3.11(a) of the Disclosure Schedule, neither the Company nor any Subsidiary nor any ERISA Affiliate has ever maintained or contributed to any “defined benefit plan” as defined in Section 3(35) of ERISA, nor do any of them have a current or contingent obligation to contribute to any “multiemployer plan” (as defined in Section 3(37) of ERISA), or to any multiple employer plan within the meaning of ERISA Section 210 or Code Section 413(c), or any “multiple employer welfare arrangement” (as defined in ERISA Section 3(40)). (b) A true No “accumulated funding deficiency,” as defined in Section 412 of the Code, has been incurred with respect to any Company Benefit Plan subject to such Section 412, whether or not waived. No “reportable event,” within the meaning of Section 4043 of ERISA, and complete copy no event described in Section 4062 or 4063 of each written Employee ERISA, has occurred in connection with any Company Benefit Plan that covers employees is subject to Title IV of ERISA. Neither the Company nor any ERISA Affiliate has incurred, or former employees reasonably expects to incur prior to the Closing Date, a liability (direct or indirect) under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA. The assets of the Company are not now, nor will they after the passage of time be, subject to any Lien imposed under Code Section 412(n) by reason of a failure of the Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, Affiliate to make timely installments or other funding or investment arrangements for the benefits payments required under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan Code Section 412 prior to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicableClosing Date. (c) Except as set forth on All returns, reports and disclosure statements required to be made under ERISA and the Code with respect to all Company Disclosure Schedule: (i) Benefit Plans have been timely filed or delivered. Neither the Company nor any ERISA Affiliate sponsors Affiliate, nor any of their directors, officers, employees or agents, nor any trustee or administrator of any trust created under the Company Benefit Plans, has previously sponsored, maintained, contributed to engaged in or incurred an obligation to contribute been a party to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multinon-employer plan," exempt “prohibited transaction” as defined in Sections 3(37) Section 4975 of the Code and 4001(a)(3) Section 406 of ERISA; (ii) neither ERISA which could subject the Company nor or its Affiliates, directors or employees or the Company Benefit Plans or the trusts relating thereto or any ERISA Affiliate sponsors party dealing with any of the Company Benefit Plans or has previously sponsored, maintained, contributed to or incurred an obligation to contribute trusts to any Employee Benefit Plan that provides tax or will provide benefits described in penalty on “prohibited transactions” imposed by Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B 4975 of the Code;. No fiduciary (as defined in ERISA Section 3(21)) has any liability for breach of fiduciary duty or any other failure to act or comply in connection with either the administration or the assets of any Company Benefit Plan. (iiid) Each Company Benefit Plan (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operatedincluding, and currently are, in compliance with their termswithout limitation, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (BCompany 401(k) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (APlan) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to so qualify or has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a determination, and each trust established pursuant the trusts created thereunder have been determined to each such Employee Plan that is intended to qualify be exempt from tax under Section 501(a) of the Code is the subject or a period of time remains to apply for such a favorable determination; copies of all determination letter from the IRSletters or, for any Company Benefit Plan maintained under a copy of which has prototype document, opinion letters, have been delivered to ParentPurchaser, and and, to the Knowledge of the Company's knowledge, nothing has occurred since the date of such determination letters or opinion letters, as applicable, which is reasonably likely to impair such determination or otherwise adversely affect cause the tax-qualified status loss of such Employee qualification or exemption, or result in the imposition of any excise tax or income tax on unrelated business income under the Code or ERISA with respect to any Company Benefit Plan. (e) Except as set forth on Schedule 3.11(e) of the Disclosure Schedule: (i) all contributions, premiums or other payments by the Company due or required to be made under any Company Benefit Plan prior to the date hereof have been made as of the date hereof or, if required by GAAP, are properly reflected on the Company’s financial statements; (ii) there are no pending, or to the Knowledge of the Company threatened, audits, investigations, examinations, actions, liens, suits, or proceedings relating to any Company Benefit Plan other than routine claims by Persons entitled to benefits thereunder, nor is any Company Benefit Plan the subject of any pending (or, to the Knowledge of the Company, any threatened) investigation or audit by the Internal Revenue Service, Department of Labor, the Pension Benefit Guaranty Corporation or any other Person; (iii) no event has occurred, and to the Knowledge of the Company there exists no condition or set of circumstances, which presents a material risk of a partial termination (within the meaning of Section 411(d)(3) of the Code) of any Company Benefit Plan; (viv) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Company Benefit Plan other than those that do not haveis qualified under Section 401(k) of the Code (including, and are not reasonably likely to havewithout limitation, a the Company Material Adverse Effect. (d401(k) With respect to the Employee PlansPlan), individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances circumstances, in connection with which the Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect (except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. All employee contributions, including elective deferrals, to the Company 401(k) Plan and any other Company Benefit Plan have been segregated from the Company’s general assets and deposited into the trust established pursuant to such plan in a timely manner in accordance with the regulations of the U.S. Department of Labor and other applicable law; and (v) neither the Company nor any Subsidiary has liability (contingent or otherwise) under Section 4069 of ERISA by reason of a transfer of an underfunded “defined benefit plan” (as defined in ERISA Section 3(35)). (ef) Except as reserved for on the Balance Sheet, the Company has no liability or potential liability in any form whatsoever, and the Company will not have liability or potential liability in any form whatsoever, with regard to any Company Benefit Plan, as a result of (i) any failure to perform non-discrimination testing on a Company Benefit Plan; (ii) any failure to timely amend a Company Benefit Plan pursuant to applicable legislation and Internal Revenue Service requirements; (iii) the classification or misclassification of employees and independent contractors; or (iv) the failure to comply with applicable law. (g) With respect to any Company Benefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) (a “Welfare Plan”) and except as set forth on Schedule 3.11(g) of the Disclosure Schedule, (i) each Welfare Plan for which contributions are claimed by the Company Disclosure Schedule or any Subsidiary as deductions under any provision of the Code is in compliance in all material respects with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to a Welfare Plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) any Company Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, in all material respects with all of the applicable requirements of applicable federal law, or any similar provisions of state law applicable to employees of the Company or any Subsidiary or any ERISA Affiliate of any of them. None of the Company Benefit Plans promises or provides retiree medical or other retiree welfare benefits to any Person except as disclosed in the SEC Reports filed prior to the date of this Agreementrequired by COBRA, and except as provided for in this Agreement, neither none of the Company nor or any Subsidiary or any ERISA Affiliate of any of its Subsidiaries is a party to any them has represented, promised or contracted (whether in oral or written form) to provide such retiree benefits to any employee, former employee, director, consultant or other Person, except to the extent required by COBRA or a similarly applicable state statute and except for the continuation of health or welfare benefits to former employees or service providers through the end of the month in which they terminate service, or pursuant to post-termination severance arrangements. No Company Benefit Plan provides health benefits that are not insured through an insurance contract other than a Code Section 125 Company Benefit Plan. Each Company Benefit Plan is amendable and terminable unilaterally by the Company at any time without material liability to the Company as a result thereof, and no Company Benefit Plan, plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits the Company from amending or terminating any such Company Benefit Plan. (h) During all relevant time periods, neither the Company 401(k) Plan nor any other Company Benefit Plans have owned stock of (i) agreement with any officer or other key employee of Company the Company, and Subsidiary or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, ERISA Affiliate or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer non-publicly traded corporation or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Scheduleentity.

Employee Benefit Plans. (a) Company The OSI Disclosure Letter lists each of the following which is sponsored, maintained, or contributed to by OSI or any OSI Subsidiary for the benefit of any current or former employees, officers, or directors of OSI or any OSI Subsidiary or for which OSI or any OSI Subsidiary has listed on the Company Disclosure Schedule all any liability or contingent liability; (i) each "employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan," as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code (each an "OSI ERISA AFFILIATEPlan") or under which Company or any ERISA Affiliate may incur any liability, and ); (ii) which cover the employeeseach employment, former employeesseverance, directors termination, retention, stay-with-bonus, or former directors of Company change-of-control agreement or any ERISA Affiliate understanding (each an "EMPLOYEE PLANSOSI Employment Agreement"), except that the OSI Disclosure Letter only lists OSI Employment Agreements with OSI's executive officers; and (iii) each personnel policy, stock option or purchase plan, collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, and each other employee benefit plan, agreement, arrangement, program, practice or understanding (each, an "OSI Benefit Program"), except that the OSI Disclosure Letter only lists OSI Benefit Programs that are for the exclusive benefit of one or more of OSI's executive officers. The OSI ERISA Plans, the OSI Employment Agreements and the OSI Benefit Programs are sometimes collectively hereinafter referred to as the "OSI Plans". (b) A true True, correct and complete copy copies of each written Employee Benefit Plan that covers employees or former employees of Company or any the OSI ERISA AffiliatePlans, includingand related trusts, if applicable, each amendment thereto and any trust agreementincluding all amendments thereto, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, have been furnished to CRA. There has also been made available furnished to Parent. In additionCRA, with respect to each OSI ERISA Plan required to file such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500report and description, the most recent report on Form 5500 and the summary plan description (including any summaries description. True, correct and complete copies or descriptions of material modifications)all OSI Benefit Programs and Employment Agreements that are for the exclusive benefit of, the most recent IRS determination letteror are with, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed OSI's executive officers have also been furnished to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B CRA. Each of the Code; (iii) (A) all Employee OSI ERISA Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required intended to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify qualified under Section 401(a) of the Code satisfies the requirements of such section, and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of has received a favorable determination letter from the IRS, Internal Revenue Service regarding such qualified status (a copy of which has been delivered provided to ParentCRA) and has not, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day since receipt of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary coursefavorable determination letter, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, been amended or, to the knowledge of CompanyOSI, threatened, alleging any breach operated in a way which would adversely affect such qualified status. (c) Each of the terms OSI Plans is in compliance in all material respects with all applicable requirements of any Employee law, including ERISA and the Code, and all reports and disclosures relating to the OSI Plans required to be filed with or furnished to governmental agencies, OSI Plan participants or of any fiduciary duty thereunder OSI Plan beneficiaries have been filed or violation of any furnished in accordance with applicable law with respect (except where the failure to any such Employee Plan other than those that do file or furnish would not have, and are not reasonably likely to have, a Company have an OSI Material Adverse Effect), and there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of OSI, threatened against, or with respect to, any of the OSI Plans or their assets. (d) With respect All contributions required to be made to the Employee Plans, individually and in OSI Plans pursuant to their terms or provisions have been timely made (except where the aggregate, no event has occurred, and failure to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to make such contributions would not have a Company an OSI Material Adverse Effect under ERISA, the Code or any other applicable lawEffect). (e) Except as set forth on None of the Company Disclosure Schedule and except as disclosed in OSI Plans is a "defined benefit pension plan" within the SEC Reports filed prior meaning of section 3(35) of ERISA or is a "multiemployer plan" (within the meaning of section 3(37) of ERISA) without regard to the date whether any such plans are subject to Title IV of this AgreementERISA. (f) None of OSI or any OSI Subsidiary has made any payments, and except as provided for in this Agreementis obligated to make any payments, neither Company nor any of its Subsidiaries or is a party to any oral agreement that could obligate it to make any payments, that would not be deductible by reason of section 280G of the Code or written that would be subject to an excise tax under section 4999 of the Code or, except as previously disclosed in writing to CRA, that would not be deductible by reason of section 162 of the Code. (ig) agreement with any officer or other key employee of Company or any of its SubsidiariesExcept as disclosed in the OSI Disclosure Letter, the benefits execution of, and performance of which are contingent, the transactions contemplated in this Agreement will not (either alone or the terms of which are materially altered, upon the occurrence of a transaction involving Company any additional or subsequent events) constitute an event under any OSI Plan or any trust or loan that will or may result in any payment (whether of the nature contemplated by this Agreementseverance pay or otherwise), or (ii) agreement or planacceleration, including any stock option planforgiveness of indebtedness, stock appreciation right planvesting, restricted stock plan or stock purchase plandistribution, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth increase in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation obligations to fund benefits with respect to any agreements with any officer current or other key employee former employee, officer, or director. (h) Other than coverage mandated by applicable statute, none of Company OSI or any OSI Subsidiary is under any obligation or liability to provide medical benefits or death benefits (including through insurance) to retirees or to former employees, officers, or directors of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleOSI or any OSI Subsidiary.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all Each employee benefit plans ("EMPLOYEE BENEFIT PLANS")plan, as defined in arrangement, or commitment of Seller or the Seller Subsidiary which is an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), is listed in Seller Disclosure Schedule 3.8(a) and each bonus, deferred compensation, pension (including an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”)), retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option plan, employment or severance contract and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance fringe benefits, employee benefit plans, practices or arrangements under which either the Seller or the Seller Subsidiary has any incentive bonus existing or deferred bonus arrangement, any arrangement providing termination allowance, severance future liability that cover current or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy former officers or practice employees ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE"“Employees”) or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors current or former directors of Company Seller and the Seller Subsidiary, whether individually or any ERISA Affiliate in the aggregate or by group or class, whether written or unwritten, qualified or non-qualified, including all amendments, supplements, funding arrangements, policies, or other related documents thereto, are listed in Seller Disclosure Schedule 3.8(a) ("EMPLOYEE PLANS"the “Seller Plans”). (b) A . Seller has furnished to Acquiror true and complete copy copies or descriptions of each written Employee Benefit Seller Plan that covers employees or former employees of Company or any ERISA Affiliate, includingtogether, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, (i) the most recent summary plan description for each such Seller Plan for which a summary plan description is required, (including ii) any summaries of material modifications)applicable trust agreement, the most recent IRS determination letter, if applicable, and (iii) the most recent actuarial report or valuation, if (to the extent applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except financial reports prepared with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee any Seller Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code (“Qualified Seller Plan”), (iv) the three most recent annual reports filed with any Governmental Entity, including all schedules thereto, (v) the most recent determination letter or ruling, if any, issued by the IRS with respect to any Qualified Seller Plan and a description of any open requests for rulings or letters that pertain to any such Qualified Seller Plan, and (vi) all registration statements filed with the Commission with respect to any Seller Plan. (b) Except as disclosed in Seller Disclosure Schedule 3.8(b): (i) each trust established pursuant Seller Plan has been operated in compliance in all material respects with the applicable provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder, and all other applicable governmental laws and regulations, including but not limited to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) the Age Discrimination in Employment Act of 1967, (“ADEA”), the Family and Medical Leave Act of 1994 (“FLMA”), and the Americans With Disabilities Act (“ADA”); (ii) at all times after December 31, 2004, each such Employee Seller Plan that is intended to qualify under constitutes a nonqualified plan of deferred compensation within the meaning of Section 501(a) 409A of the Code is has been operated in compliance in all material respects with the subject applicable provisions of Section 409A of the Code; (iii) each Qualified Seller Plan has received a favorable determination letter from the IRS, IRS or is entitled to rely upon a copy letter issued to a prototype sponsor covering all required tax law provisions or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of which has been delivered to Parent, the Code and to Company's knowledgeSeller’s Knowledge, nothing no fact or event has occurred which is since the date of such letter that could reasonably likely be expected to impair such determination or otherwise materially adversely affect the tax-qualified status of such Employee any Qualified Seller Plan; ; (iv) to the Seller’s Knowledge, all filings required by ERISA, the Code, and the Commission as to each Seller Plan have been timely filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided; (v) Company to the Seller’s Knowledge, no statement, either written or oral, has been made by Seller or the Seller Subsidiary to any person with regard to any Seller Plan that was not in accordance with the Seller Plan or that could have a material adverse economic consequence to Acquiror; (vi) Seller or the Seller Subsidiary has no liability to the IRS with respect to any Seller Plan, including any liability imposed by Chapter 43 of the Code, and no amount or any asset of any Seller Plan is subject to tax as unrelated business taxable income; (vii) as of the date hereof, there is no pending or, to Seller’s Knowledge, threatened claim, administrative proceeding or litigation relating to any Seller Plan except claims for benefits arising in the ordinary course of the administration of such plans; (viii) neither Seller nor the Seller Subsidiary has engaged in a transaction with respect to any Seller Plan subject to ERISA Affiliates have made (an “ERISA Plan”) that could subject Seller or will make when due full the Seller Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Sections 502(i) and timely payment 4071 of all amounts ERISA; (ix) neither Seller nor the Seller Subsidiary has incurred a tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA; (x) neither Seller nor any ERISA affiliate of Seller has ever sponsored, maintained, or contributed to a plan, including any Seller Plan, which is a “defined benefit plan” within the meaning of Section 3(35) of ERISA or subject to Title IV of ERISA, and Seller has no Knowledge of any facts, circumstances, or reportable events that may give rise to any liability of Acquiror to the IRS or the PBGC under Title IV of ERISA; (xi) neither Seller nor the Seller Subsidiary has contributed to or been obligated to contribute to any “multi-employer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, regardless of whether based on contributions of an ERISA affiliate. (c) All contributions required to be contributed made by Seller or the Seller Subsidiary under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee any of their Seller Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary coursedate hereof, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not havehave been timely made, and all obligations and liabilities under such Seller Plans that have accrued but are not reasonably likely due have been reflected in accordance with GAAP on their financial statements referred to have, a Company Material Adverse Effectin Section 3.4. (d) With respect Except as disclosed in Seller Disclosure Schedule 3.8(d), neither Seller nor the Seller Subsidiary has any obligation to provide medical, health, dental, vision, life insurance, or disability benefits under any Seller Plan for any period after the Employee Planstermination of employment, individually and in the aggregate, no event has occurred, and to the knowledge except as may be required by Section 4980B of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawSection 601 of ERISA. (e) Except as set forth on the Company disclosed in Seller Disclosure Schedule and except as disclosed in 3.8(e), there has been no amendment to, announcement by Seller or the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingentSeller Subsidiary relating to, or change in employee participation or coverage under, any Seller Plan which would materially increase the terms expense of which are materially altered, upon maintaining such Seller Plan above the occurrence of a transaction involving Company level of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of expense incurred therefore for the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreementmost recent fiscal year. Except as set forth in the Company Seller Disclosure ScheduleSchedule 3.8(e), none of neither the execution and delivery of this Agreement, approval of this Agreement by the stockholders of Seller or Seller Subsidiary nor the consummation of the transactions contemplated hereunder hereby (individually or in conjunction with any other event) will trigger (i) accelerate the time of payment or vesting or result in any "change payment or funding (through a grantor trust or otherwise) of control" compensation or similar provisions resulting benefits or increase in the acceleration amounts payable or result in any other material obligation pursuant to any Seller Plan; (ii) limit or restrict their right or, after the consummation of benefits the transactions contemplated hereby, the right of Employer (as defined in Section 5.13(a)(1)) to merge, amend or terminate any Seller Plan; (iii) entitle any Employee to severance pay or any increase in severance pay upon any termination of employment after the date hereof; (iv) result in any payment under any Seller Plan which would not be deductible under Section 162(m) or Section 280G of the Code; or (v) cause Seller or any of the Subsidiaries to record additional compensation expense on their income statements with respect to any agreements with any officer outstanding stock option or other key employee of Company or any of its Subsidiaries except for such applicable agreements equity-based award. (f) Except as set forth in Seller Disclosure Schedule 3.8(f), with respect to the Seller Stock Options, all such options were granted at no less than fair market value as of their effective grant date and were granted either on the Company Disclosure Scheduledate of approval by the compensation committee of Seller’s board of directors or at a later date specified by such compensation committee. All members of Seller’s compensation committee meet the independence standards and requirements of the NASDAQ, the Commission, and the IRS.

Employee Benefit Plans. (a1) Company Schedule 3.1(m) includes a correct and complete list of, and City Holding has listed on been furnished a true and correct copy of (or an accurate written description thereof in the Company Disclosure Schedule case of oral agreements or arrangements) (A) all qualified pension and profit-sharing plans, all deferred compensation, consultant, severance, thrift, option, bonus and group insurance contracts and all other incentive, welfare and employee benefit plans ("EMPLOYEE BENEFIT PLANS")plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974trust, as amended ("ERISA")annuity or other funding agreements, and all other material benefit arrangements agreements (including oral agreements) that are not Employee Benefit Planspresently in effect, includingor have been approved prior to the date hereof, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as maintained for the benefit of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company Horizon or the Horizon Banks or the dependents or beneficiaries of any employee or former employee of Horizon or the Horizon Banks, whether or not subject to ERISA Affiliate(the "Employee Plans"), including, if applicable, each amendment thereto (B) the most recent actuarial and any trust agreement, insurance contract, collective bargaining agreement, financial reports prepared or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available required to Parent. In addition, be prepared with respect to each such any Employee Benefit Plan to the extent applicable, Company has delivered to Parent and (C) the most recently recent annual reports filed Federal Forms 5500with any governmental agency, the most recent summary plan description (including any summaries of material modifications), favorable determination letter issued by the most recent IRS determination letter, if applicableInternal Revenue Service, and the most recent actuarial report any open requests for rulings or valuationdetermination letters, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute that pertain to any such qualified Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37Plan. Schedule 3.1(m) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each identifies each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant such plan is qualified. (2) Neither Horizon, the Horizon Banks nor any employee pension benefit plan (as defined in Section 3(2) of ERISA (a "Pension Plan")) maintained or previously maintained by it, has incurred any material liability to each such the Pension Benefit Guaranty Corporation ("PBGC") or to the Internal Revenue Service with respect to any Pension Plan, deferred compensation, consultant, severance, thrift, option, bonus and group insurance contract or any other incentive, welfare and employee benefit plan and agreement presently in effect, or approved prior to the date hereof, for the benefit of employees or former employees of Horizon and the Horizon Banks or the dependents or beneficiaries of any employee or former employee of Horizon or any Horizon Bank (the "Horizon Employee Plan that Plans"). There is intended not currently pending with the PBGC any filing with respect to qualify any reportable event under Section 501(a4043 of ERISA nor has any reportable event occurred as to which a filing is required and has not been made. (3) Full payment has been made (or proper accruals have been established) of all contributions which are required for periods prior to the Code is the subject of a favorable determination letter from the IRSClosing Date, a copy of which has been delivered to Parentas defined in Section 7.1 hereof, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Horizon Employee Plan, unless such contributions ERISA, or payments that have not been made are immaterial a collective bargaining agreement, no accumulated funding deficiency (as defined in amount and the failure to make such payments Section 302 of ERISA or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred Code) whether or not waived, exists with respect to any Pension Plan (including any Pension Plan previously maintained by Horizon or the Horizon Banks), and except as set forth on Schedule 3.1(m), there is no "ACCUMULATED FUNDING DEFICIENCYunfunded current liability" (as defined in said Section), whether or not material, as Section 412 of the last day of the most recent plan year of such plan; and (viCode) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Horizon Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effector Pension Plan. (d4) With respect No Horizon Employee Plan is a "multiemployer plan" (as defined in Section 3(37) of ERISA). Neither Horizon nor any of the Horizon Banks has incurred any material liability under Section 4201 of ERISA for a complete or partial withdrawal from a multiemployer plan (as defined in Section 3(37) of ERISA). Neither Horizon nor any of the Horizon Banks has participated in or agreed to the Employee Plansparticipate in, individually and a multiemployer plan (as defined in the aggregate, no event has occurred, and to the knowledge Section 3(37) of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law). (e5) All Employee Plans that are "employee benefit plans," as defined in Section 3(3) of ERISA, that are maintained by Horizon or any of the Horizon Banks or previously maintained by Horizon or any of the Horizon Banks comply and have been administered in compliance in all material respects with ERISA and all other applicable legal requirements, including the terms of such plans, collective bargaining agreements and securities laws. Neither Horizon nor any of the Horizon Banks has any material liability under any such plan that is not reflected in the Horizon Financial Statements or on Schedule 3.1(m) hereto. (6) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement3.1(m), and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a no prohibited transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation has occurred with respect to any agreements with any officer or other key Employee Plan that is an "employee benefit plan" (as defined in Section 3(3) of Company ERISA) maintained by Horizon or any of its Subsidiaries except for the Horizon Banks or previously maintained by Horizon or any of the Horizon Banks that would result, directly or indirectly, in material liability under ERISA or in the imposition of a material excise tax under Section 4975 of the Code. (7) Schedule 3.1(m) identifies each Horizon Employee Plan that is an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA) and which is funded. The funding under each such applicable agreements as set forth plan does not exceed the limitations under Section 419A(b) or 419A(c) of the Code. Neither Horizon nor any of the Horizon Banks is subject to taxation on the Company Disclosure Scheduleincome of any such plan or any such plan previously maintained by Horizon or any of the Horizon Banks. (8) Schedule 3.1(m) identifies the method of funding (including any individual accounting) for all post-retirement medical or life insurance benefits for the employees of Horizon and the Horizon Banks. Schedule 3.1(m) also discloses the funded status of these Horizon Employee Plans. (9) Schedule 3.1(m) identifies each corporate owned life insurance policy, including any key man insurance policy and policy insuring the life of any director or employee of Horizon or the Horizon Banks, and indicates for each such policy, the face amount of coverage, cash surrender value, if any, and annual premiums. (10) No trade or business is, or has ever been, treated as a single employer with Horizon or any of the Horizon Banks for employee benefit purposes under ERISA and the Code.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all Each “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), whether or not subject to ERISA and all each bonus, incentive, deferred compensation, profit sharing, pension, retirement, equity purchase, equity option, equity-based compensation, severance, employment, termination, retention, change of control, post-retirement health or welfare benefit, medical, disability, vacation pay, sick pay, or other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planprogram, and any compensation policy arrangement or practice ("BENEFIT ARRANGEMENTS") (i) which are agreement that is sponsored, maintained, contributed to or required to be contributed to by the Company or any entity thatof its Subsidiaries, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which the Company or any ERISA Affiliate may incur of its Subsidiaries has any liabilityLiability, and (ii) which cover in each case for the employees, benefit of their current or former employees, officers, directors or former directors independent contractors is hereinafter referred as a “Company Benefit Plan.” Section 4.12(a) of the Company or any ERISA Affiliate ("EMPLOYEE PLANS")Disclosure Schedule sets forth a list of each material Company Benefit Plan. (b) A The Company has made available to Parent true and complete copy copies of (i) each written Employee material Company Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any related trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In additionagreement (or, with respect to each such Employee any unwritten Company Benefit Plan to the extent applicablePlan, Company has delivered to Parent the most recently filed Federal Forms 5500a written description thereof), (ii) the most recent summary plan description (including any summaries and summary of material modifications), the most recent IRS determination letter, if applicableany, and with respect to each material Company Benefit Plan, (iii) the most recent actuarial report or valuationother financial statement, if applicableany, relating to each material Company Benefit Plan and (iv) the most recent determination letter or opinion letter, if any, issued by the IRS with respect to such Company Benefit Plan and any pending request for such a determination letter. (c) Except as set forth on in Section 4.12(c) of the Company Disclosure Schedule: : (i) Neither each Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISAhas been established, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, funded and currently areadministered in all material respects in accordance with its terms and with applicable Laws, in compliance with their termsincluding, the requirements prescribed by any and all applicable laws (including but not limited to, ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and all other applicable agreements and instruments; (Bii) each Company and the ERISA Affiliates have performed all obligations required Benefit Plan intended to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge “qualified” within the meaning of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of has received a favorable determination letter from the IRSIRS or is maintained pursuant to a prototype or volume submitter document for which the Company may properly rely on the applicable opinion or advisory letter, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach Knowledge of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregateCompany, no event has occurred, occurred (either by reason of any action or failure to act) that would reasonably be expected to cause the loss of such qualification; (iii) no Company Benefit Plan provides and to neither the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries has any obligation to provide health, life or other insurance benefits (whether or not insured), with respect to current or former employees, officers, directors or independent contractors of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or similar state Law (collectively, “COBRA”) or other than with respect to a contractual obligation to reimburse any premiums such person may pay in order to obtain health coverage under COBRA; and (iv) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other Person has engaged in a transaction in connection with which the Company or any of its Subsidiaries would reasonably be expected to be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Code. (d) Neither the Company nor any of its Subsidiaries sponsors, maintains or contributes to any Company Benefit Plan subject to Title IV of ERISA or Section 412 or 430 of the Code. The Company is not, and has not been, subject to any liability, contingent or otherwise, which could result in any liability to the Company or any of its Subsidiaries with respect to Title IV of ERISA or Section 412 or 430 of the Code, including by reason of any ERISA Affiliate. “ERISA Affiliate” means any Person (other than the Company and its Subsidiaries) that is a party to any oral member of a group described in Section 414(b), (c), (m) or written (io) agreement with any officer of the Code or other key employee Section 4001(b)(1) of ERISA that includes the Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of that is a transaction involving Company member of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of same “controlled group” as the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedulepursuant to Section 4001(a)(14) of ERISA.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all 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 plans ("EMPLOYEE BENEFIT PLANS")plan, as defined in Section 3(3) fund or program with the meaning of the 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 material benefit arrangements that are 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 Employee Benefit Plans, includingCompany and its Subsidiaries do not sponsor, but not limited to maintain or administer any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation other employee benefit plan, any deferred compensation planprogram, and any compensation contract, policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors arrangement covering current or former employees or directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of its Subsidiaries. Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In additionhas, with respect to each such Employee Benefit Plan to the extent applicableBenefits Plan, Company has delivered to Parent true and complete copies of: (i) all current plan texts and agreements and related trust agreements or annuity contracts and any amendments thereto; (ii) all current summary plan descriptions and material employee communications; (iii) the most recently Form 5500 filed Federal Forms 5500, in each of the most recent summary three plan description years (including any summaries all schedules thereto and the opinions of material modificationsindependent accountants), the most recent IRS determination letter, if applicable, and ; (iv) the most recent actuarial report or valuation, valuation (if applicable. any); (cv) Except as set forth on the Company Disclosure Schedule: most recent annual and periodic accounting of plan assets; (ivi) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of if the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and plan is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(aor 403(a) of the Code is Code, the subject of a favorable most recent determination letter received from the IRSInternal Revenue Service; and (vii) all material communications with any governmental entity or agency (including, a copy without limitation, the Department of which has been delivered to ParentLabor, Internal Revenue Service and to Company's knowledgethe Pension Benefit Guaranty Corporation (“PBGC”)) since January 1, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan;2002. (vb) Neither Company and or any ERISA Affiliate has incurred any liability under, arising out of or by operation of Title IV or ERISA (other than liability for premiums to the ERISA Affiliates have made Pension Benefit Guaranty Corporation (the “PBGC”) arising in the ordinary course of business), including, without limitation, any liability in connection with (i) the termination or will make when due full and timely payment reorganization of all amounts required to be contributed under the terms of each any Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Benefit Plan subject to Section 412 of Title IV or ERISA; or (ii) the Code has incurred withdrawal from any "ACCUMULATED FUNDING DEFICIENCY" multiemployer plan (as defined in said Section)Section 3(37) of ERISA) or a defined benefit pension plan that is subject to Section 4063 or 4064 of ERISA, whether and no fact or not material, event exists which could give rise to any such liability. There has been no “reportable event” (as that term is defined in Section 4043 of ERISA and the last day of the most recent plan year of such plan; and (viregulations thereunder) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Benefit Plan other than those that do not havesubject to Title IV of ERISA which would require the giving of notice to the PBGC, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement would not trigger such a reportable event or withdrawal liability under Title IV of ERISA. (c) All contributions and premiums required by law or by the value terms of any Employee Benefit Plan or any agreement relating thereto have been timely made (without regard to any waivers granted with respect thereto) and no accumulated funding deficiencies exist in any of the benefits Employee Benefit Plans subject to section 412 or section 302 of which will be calculated on the basis of any of the transactions contemplated ERISA. (d) All Employee Benefit Plans, that are maintained by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such comply, in all material respects, and are being administered and operated in material compliance with the applicable agreements as set forth on provisions of ERISA and the Company Disclosure Schedule.Code that are applicable, or intended to be applicable, including, but not limited to, COBRA, HIPAA and any applicable, similar state law, all applicable regulations thereunder and the terms of the Employee Benefit

Employee Benefit Plans. (a) Company has listed on Set forth in Section 2.15 of the Company Target Disclosure Schedule all Letter is a correct and complete list of each "employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each, an "ERISA Plan") Section 2.15 of the Target Disclosure Schedule also sets forth any other bonus, profit sharing, pension, compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation or retention plan or arrangement sponsored or maintained by Target or any of its subsidiaries, or to which Target or any of its subsidiaries is or may be required to make contributions, as well as all employment agreements (such plans and related trusts, insurance and annuity contracts, funding media, employment agreements and related agreements and arrangements being hereinafter referred to as the "Benefit Plans"), and which are governed by the laws of the United States or any State thereof (those Benefit Plans which are so governed and all other material benefit arrangements that are not Employee ERISA Plans, collectively, the "Target Benefit Plans"). Target has made available to Acquiror, includingto the extent applicable with respect to each Target Benefit Plan, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") copies of (i) which are maintainedall Target Benefit Plans and their related trusts, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover all financial statements, (iii) all summary plan descriptions and other employee communications, (iv) actuarial reports and (v) annual reports and returns filed with the employeesInternal Revenue Service or Department of Labor with respect to such Target Benefit Plans for a period of three years prior to the date hereof. In addition, former employees, directors or former directors except as set forth in Section 2.15 of Company or any ERISA Affiliate the Target Disclosure Letter: ("EMPLOYEE PLANS").a) Each Target Benefit Plan and Non-U.S. Benefit Plan has been operated and administered in compliance with its terms in all material respects; (b) A true and complete copy of each written Employee Each Target Benefit Plan that covers employees or former employees complies in all material respects with all requirements of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISAapplicable law, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsoredwithout limitation, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (ivc) Each Employee Target Benefit Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of has received a favorable determination letter from the IRS, a copy Internal Revenue Service as to its qualification under Section 401(a) of which has been delivered to Parentthe Code, and to Company's knowledge, nothing has occurred which is that could reasonably likely be expected to impair such determination or otherwise adversely affect cause the tax-qualified status loss of such Employee qualification; (d) Neither Target nor any of its subsidiaries maintains, sponsors or contributes to, and neither Target nor any of its subsidiaries has maintained, sponsored or contributed in the past six years to, any "defined benefit plan" (within the meaning of Section 3(35) of ERISA) or any "multiemployer plan" (within the meaning of Section 3(37) of ERISA) or any other plan subject to Title IV of ERISA; (e) No "prohibited transaction" (within the meaning of Section 406 of ERISA or Section 4975 (c) of the Code) has occurred with respect to any Target Benefit Plan; (vf) Company and No provision of any Target Benefit Plan or Non-U.S. Benefit Plan limits the ERISA Affiliates have made right of Target to amend or will make when due full and timely payment terminate any Target Benefit Plan on no more than ninety days notice, subject to the requirements of all amounts applicable law; (g) All contributions required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial to trusts in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension connection with any Target Benefit Plan subject to Section 412 of the Code has incurred any that would constitute a "ACCUMULATED FUNDING DEFICIENCYdefined contribution plan" (as defined in said Section), whether or not material, as within the meaning of Section 3(34) of ERISA) through the last day of the most recent plan year of such plan; anddate hereof have been made; (vih) other Other than claims for benefits in the ordinary coursecourse for benefits with respect to the Target Benefit Plans or the Non-U.S. Benefit Plans, there is are no claimactions, suit, action, dispute, arbitration suits or legal, administrative or other proceeding or governmental investigation or audit claims pending, or, to the knowledge of CompanyTarget's knowledge, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Target Benefit Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect.or any Non-U.S. Benefit Plan; (di) With All reports, returns and similar documents with respect to the Employee PlansTarget Benefit Plans and the Non-U.S. Benefit Plans required to be filed with any Governmental Entity have been timely filed; (j) Neither Target nor any of its subsidiaries has any obligation to provide health or other welfare benefits to former, individually retired or terminated employees, except as specifically required under Section 4980B of the Code or Section 601 of ERISA. Target and each of its subsidiaries have complied in all material respects with the notice and continuation requirements of Section 4980B of the Code and Section 601 of ERISA and the regulations thereunder and the applicable requirements under Sections 9801 and 9802 of the Code; (k) All contributions, insurance premiums, taxes, or other liabilities or charges with respect to any Target Benefit Plan or any Non-U.S. Benefit Plan required to be paid on or prior to the Closing Date have been or will be paid in full on or prior to the Closing Date. All unpaid contributions, insurance premiums, taxes, or other liabilities or charges with respect to any Target Benefit Plan or any Non-U.S. Benefit Plan attributable to periods prior to the Closing Date, including, to the extent required to be accrued on the Target Financial Statements under GAAP consistently applied, the pre-Closing portion of any period ending after the Closing Date, have been accrued and properly reflected as liabilities on Target Financial Statements. Contributions for purposes of this Section 2.15 shall include, without limitation, any matching or employer profit sharing contributions required or customarily made under a "defined contribution plan" (within the meaning of Section 3(34) of ERISA) sponsored by Target; (l) All amendments required to bring the Target Benefit Plans into conformity with applicable law, including, without limitation, ERISA and the Code, have been or will be timely adopted; (m) No Target Benefit Plan or Non-U.S. Benefit Plan is under audit or investigation by the IRS or the Department of Labor or any other Governmental Entity, and no such completed audit, if any, has resulted in the aggregateimposition of any tax, no event has occurred, and to interest or penalty that remains unpaid as of the knowledge Closing Date; (n) Neither Target nor any of Company, there exists no condition or set of circumstances in connection with which Company could be its subsidiaries is subject to any liability that is reasonably likely to have a Company Material Adverse Effect Liens (except Permitted Liens), or excise or other taxes, under ERISA, the Code or any other applicable law.law relating or with respect to any Target Benefit Plan or any Non-U.S. Benefit Plan; and (eo) Except as set forth on in Section 2.15(0) of the Company Target Disclosure Schedule and Letter, there will be no payment, accrual of additional benefits, acceleration of payments or vesting (except as disclosed in for the SEC Reports filed prior May 2001 options) of any benefit under any Target Benefit Plan, Non-U.S. Benefit Plan or any other agreement or arrangement to the date of this Agreementwhich Target or a subsidiary is a party, and except as provided for in this Agreementno employee, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company director of the nature contemplated Target or a subsidiary will become entitled to severance, termination allowance or similar payments, solely by this Agreement, reason of entering into or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of in connection with the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company Target has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined disclosed in Section 3(3) 4.15 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")its Disclosure Memorandum, and all other material benefit arrangements that are not Employee Benefit Planshas made available to Buyer prior to the execution of this Agreement, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedcopies of each Employee Benefit Plan currently adopted, contributed to maintained by, sponsored in whole or required to be in part by, or contributed to by Company any Target Entity or any entity thatERISA Affiliate thereof for the benefit of employees, together with Company as of the relevant measuring date under ERISAretirees, is dependents, spouses, directors, independent contractors, or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") other beneficiaries or under which Company employees, retirees, former employees, dependents, spouses, directors, independent contractors, or any ERISA Affiliate may incur any liabilityother beneficiaries are eligible to participate (collectively, the “Target Benefit Plans”) and (ii) which cover the employeesa list of each Employee Benefit Plan that is not identified in (i) above (e.g., former employees, directors Employee Benefit Plans) but for which the Target Entity or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"has or reasonably could have any obligation or Liability. Any of the Target Benefit Plans which is an “employee pension benefit plan,” as that term is defined in ERISA Section 3(2), is referred to herein as a “Target ERISA Plan.” (b) A true and complete copy Target has made available to Buyer prior to the execution of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any this Agreement (i) all trust agreement, insurance contract, collective bargaining agreement, agreements or other funding or investment arrangements for all Target Benefit Plans, (ii) all determination letters, opinion letters, information letters or advisory opinions issued by the benefits under such Employee United States Internal Revenue Service (“IRS”), the United States Department of Labor (“DOL”) or the Pension Benefit PlanGuaranty Corporation during this calendar year or any of the preceding three calendar years, has been made available to Parent. In addition(iii) annual reports or returns, with respect to each such Employee audited or unaudited financial statements, actuarial reports and valuations prepared for any Target Benefit Plan to for the extent applicablecurrent plan year and the preceding plan year, Company has delivered to Parent the most recently filed Federal Forms 5500, and (iv) the most recent summary plan description (including descriptions and any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicablemodifications thereto. (c) Except as set forth on Each Target Benefit Plan is in material compliance with the Company Disclosure Schedule:terms of such Target Benefit Plan, in compliance with the applicable requirements of the Internal Revenue Code, ERISA, and any other applicable Laws. Each Target Benefit Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter, or for a prototype plan, opinion letter, from the IRS that is still in effect and applies to the Target ERISA Plan. Target is not aware of any circumstances likely to result in revocation of any such favorable determination or opinion letter. (id) Neither Company There are no unresolved claims or disputes under the terms of, or in connection with, the Target Benefit Plans other than claims for benefits which are payable in the ordinary course of business and no action, proceeding, prosecution, inquiry, hearing or investigation has been commenced with respect to any Target Benefit Plan. (e) To the Knowledge of Target, no “party in interest” (as defined in ERISA Section 3(14)) or “disqualified person” (as defined in Internal Revenue Code Section 4975(e)(2)) of any Target Benefit Plan has engaged in any nonexempt “prohibited transaction” (described in Internal Revenue Code Section 4975(c) or ERISA Section 406). (f) No Target ERISA Plan is subject to Title IV of ERISA or Internal Revenue Code Section 412 and neither Target nor any of its ERISA Affiliate sponsors Affiliates has within the past six years maintained or has previously sponsored, maintained, contributed to or incurred an obligation employee benefit plan that is subject to contribute to any Employee Benefit Plan regulated Title IV of ERISA. No Liability under Title IV of ERISA, including ERISA has been or is expected to be incurred by Target or its ERISA Affiliates. Neither the Target nor any "multi-employer plan," of its ERISA Affiliates has had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 3(374001(a)(3) and 4001(a)(3) of ERISA;3(37)(A)). (iig) neither Company nor No Target Entity has any ERISA Affiliate sponsors Liability for retiree health and life benefits under any of the Target Benefit Plans and there are no restrictions on the rights of such Target Entity to amend or has previously sponsored, maintained, contributed terminate any such retiree health or benefit Plan without incurring any Liability thereunder except to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as the extent required under Part 6 of Title I of ERISA and or Internal Revenue Code Section 4980B. No Tax under Internal Revenue Code Sections 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which 5000 has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any Target Benefit Plan and no circumstance exists which could give rise to such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse EffectTaxes. (dh) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of Neither the execution and delivery of this Agreement or nor the consummation of the transactions contemplated hereunder will trigger hereby (either alone or in conjunction with any "change other event) could (A) result in any payment including an “excess parachute payment” (within the meaning of control" Section 280G of the Internal Revenue Code) becoming due to any current or similar provisions resulting former employee, officer or director of any Target Entity from any Target Entity under any Target Benefit Plan or otherwise, (B) increase or result in the acceleration of any compensation or benefits otherwise payable under any Target Benefit Plan, (C) require the funding of any such benefits (through a grantor trust or compensation with respect to otherwise), (D) result in any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth limitation on the Company Disclosure Scheduleright of any Target Entity to amend, merge, terminate, or allow for the reversion of assets from, any Target Benefit Plan or related trust, or (E) result in payments which would not be deductible under Section 280G of the Internal Revenue Code. No Target Benefit Plan provides for the gross up or reimbursement of Taxes under Section 4999 or Section 409A of the Internal Revenue Code.

Employee Benefit Plans. (a) Company has listed on Section 3.14(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of all "employee pension benefit plans plans" ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) under which the Company or any Company Subsidiary has any material liability (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) under which the Company or any Company Subsidiary has any material liability (sometimes referred to individually as a "Company Welfare Plan" and collectively as the "Company Welfare Plans"), and all other material benefit arrangements that are not Employee Benefit Plansvacation, includingseverance, but not limited to any arrangement providing insurance benefitstermination, any change in control, employment, incentive bonus or deferred bonus arrangementcompensation, any arrangement providing termination allowanceprofit sharing, severance or similar benefitsstock option, any equity compensation planfringe benefit, any stock purchase, stock ownership, phantom stock, deferred compensation plan, plans or agreements and any compensation policy other employee fringe benefit plans or practice ("BENEFIT ARRANGEMENTS") (i) which are arrangements maintained, contributed to or required to be maintained or contributed to by the Company or any entity thatCompany Subsidiary for the benefit of any present or former officers, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors independent contractors of the Company or any ERISA Affiliate Company Subsidiary and under which the Company or any Company Subsidiary has any actual or contingent material liabilities (each of the foregoing being referred to with the Company Pension Plans and the Company Welfare Plans, individually as a "EMPLOYEE PLANSCompany Benefit Plan" and collectively as the "Company Benefit Plans"). (b) A The Company has made available to Parent true and complete copy copies of (i) each written Employee Company Benefit Plan that covers employees or former employees (or, in the case of any unwritten Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In additiona summary of the material provisions of such plan), (ii) the three most recent annual reports on Form 5500 filed with the Internal Revenue Service with respect to each such Employee Company Benefit Plan to the extent applicableany such report was required by applicable Law, Company has delivered to Parent the most recently filed Federal Forms 5500, (iii) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable Law and (including iv) each currently effective trust agreement and insurance or annuity contract relating to any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicableCompany Benefit Plan. (c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or as set forth on in Section 3.14(c) of the Company Disclosure ScheduleLetter: (i) Neither Each Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV has been administered in accordance with its terms, and the Company and each of the Company Subsidiaries and all of the Company Benefit Plans are in compliance with the applicable provisions of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant other applicable Laws as to each such Employee Plan that is intended to qualify under Section 501(a) the Company Benefit Plans. The fair market value of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms assets of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (Company Pension Plans as defined in said Section), whether or not material, as of the last day of the most recent annual valuation date for such plan year equaled or exceeded on a termination basis the then present value of the liabilities of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, all contributions required under each Company Benefit Plan have been made in full on a Company Material Adverse Effecttimely and proper basis. (dii) With respect to the Employee Company Benefit Plans, individually and in the aggregate, no event has occurredoccurred and, and to the knowledge of the Company, there exists no condition or set of circumstances circumstances, including claims, audits and investigations, in connection with which the Company or any of the Company Subsidiaries could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawLaw, except for making contributions, or the payment of claims or the payment of PBGC premiums in the ordinary course of the operation of any such Company Benefit Plans. (eiii) Except Each Company Pension Plan that is intended to comply with the provisions of Section 401(a) of the Code has been amended to satisfy all the currently applicable requirements for such a plan, and each such plan is the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan as set forth so amended satisfies all such requirements (other than the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001) and is qualified and exempt from income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked and, to the knowledge of the Company, revocation has not been threatened. The Company has made available to Parent a copy of each such favorable determination letter. Neither the Company nor any Company Subsidiary has maintained, contributed to or been obligated to maintain or contribute to, or has any actual or contingent liability under, any benefit plan that is subject to Title IV of ERISA or Section 412 of the Code or is otherwise a defined benefit pension plan (as defined in Section 3(35) of ERISA). (iv) To the knowledge of the Company, there are no oral understandings, agreements or undertakings binding on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor with any of its Subsidiaries is a party person that would (pursuant to any oral such understandings, agreements or written undertakings) result in any material liabilities if any Company Benefit Plan was amended or terminated on or at any time after the Effective Time or that would prevent any unilateral action by the Company (ior, after the Effective Time, Parent) agreement with to effect such amendment or termination. (v) No Company Welfare Plan provides benefits to, or on behalf of, any officer former employee after the termination of employment except (A) where the full cost of such benefit is borne entirely by the former employee (or other key employee of Company his eligible dependents or any of its Subsidiariesbeneficiaries), (B) where plan benefits are payable through a trust, the benefits fair market value of the assets of which are contingent, equal or exceed the terms of which are materially altered, upon the occurrence of a transaction involving Company present value of the nature contemplated by this Agreement, liabilities of such plan or (iiC) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any where the benefit is required by Section 4980B of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of Code. (vi) Neither the execution and delivery of this Agreement or Agreement, nor the consummation of the transactions any transaction contemplated hereunder by this Agreement (alone or in conjunction with a termination of employment) will (A) trigger any "change funding (through a grantor trust or otherwise) of control" any compensation or similar provisions resulting in the acceleration of benefits or compensation (B) result in any violation or breach of, or a default (with respect or without notice or lapse of time or both) under any Company Benefit Plan. (vii) Neither the Company nor any Company Subsidiary has given notice to any agreements with participant, beneficiary, fiduciary or administrator of any officer Company Benefit Plan or other key employee to any government or agency of a government to the effect that the Company or such Company Subsidiary intends to terminate or withdraw from such plan. (viii) Each individual who is classified by the Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleSubsidiaries as an "employee" or as an "independent contractor" is properly so classified.

Employee Benefit Plans. (a) Company has listed Except as set forth on the Company LFB Disclosure Schedule all Schedule, neither LFB nor any LFB Subsidiary maintains or contributes to any "employee pension benefit plans plan" (the "EMPLOYEE BENEFIT PLANSLFB Pension Plans"), as defined ) within the meaning of such term in Section 3(33(2)(A) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material "employee welfare benefit arrangements that are not Employee Benefit plan" (the "LFB Welfare Plans") within the meaning of such term in Section 3(1) of ERISA, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation stock option plan, any stock purchase plan, deferred compensation plan, and severance plan, bonus plan, employment agreement, director retirement program or other similar plan, program or arrangement. Neither LFB nor any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedLFB Subsidiary has, since September 2, 1974, contributed to or required to be contributed to by Company or any entity that, together with Company as "Multiemployer Plan," within the meaning of the relevant measuring date under Section 3(37) of ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true LFB has previously delivered to HUBCO, and included in the LFB Disclosure Schedule, a complete and accurate copy of each written Employee Benefit Plan that covers employees or former employees of Company or the following including any ERISA Affiliate, including, if applicable, each amendment amendments thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to of the extent applicableLFB Pension Plans and LFB Welfare Plans, Company has delivered to Parent the most recently filed Federal Forms 5500if any: (i) plan document, the most recent summary plan description (including any summaries description, and summary of material modificationsmodifications (if not available, a detailed description of the foregoing); (ii) trust agreement or insurance contract, the if any; (iii) most recent IRS determination letter, if applicable, and the any; (iv) most recent actuarial report or valuationand financial statement, if applicableany; and (v) most recent annual report on Form 5500. The Little Falls Bancorp, Inc. Employee Stock Ownership Plan (the "LFB ESOP") owns approximately 9.8% of the outstanding LFB Common Stock; the LFB ESOP owes approximately $2.2 million to LFB which is expected to be fully discharged by payment to HUBCO from the cash merger consideration payable to the LFB ESOP upon consummation of the Merger. (c) Except as set forth on disclosed in the Company LFB Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintainedthe present value of all accrued benefits, contributed both vested and non-vested, under each of the LFB Pension Plans subject to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including based upon the actuarial assumptions used for funding purposes in the most recent actuarial valuation prepared by such LFB Pension Plan's actuary, did not exceed the then current value of the assets of such plans allocable to such accrued benefits. To the best of LFB's knowledge, the actuarial assumptions then utilized for such plans were reasonable and appropriate as of the last valuation date and reflect then current market conditions. (d) During the last six years, the Pension Benefit Guaranty Corporation ("PBGC") has not asserted any "multi-employer plan," claim for liability against LFB or any LFB Subsidiary which has not been paid in full. (e) All premiums (and interest charges and penalties for late payment, if applicable) due to the PBGC with respect to each LFB Pension Plan have been paid. All contributions required to be made to each LFB Pension Plan under the terms thereof, ERISA or other applicable law have been timely made, and all amounts properly accrued to date as defined liabilities of LFB which have not been paid have been properly recorded on the books of LFB . (f) Except as disclosed in Sections 3(37) the LFB Disclosure Schedule, each of the LFB Pension Plans, LFB Welfare Plans and 4001(a)(3) each other employee benefit plan and arrangement identified on the LFB Disclosure Schedule has been operated in compliance in all material respects with the provisions of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors , the Code, all regulations, rulings and announcements promulgated or has previously sponsoredissued thereunder, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliateand all other applicable governmental laws and regulations. Furthermore, except as required under Part 6 of Title I of ERISA and Section 4980B of disclosed in the Code; (iii) (A) all Employee Plans that cover LFB Disclosure Schedule, if LFB maintains any LFB Pension Plan, LFB has received or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of applied for a favorable determination letter from the IRSIRS which takes into account the Tax Reform Act of 1986 and (to the extent it mandates currently applicable requirements) subsequent legislation, a copy and LFB is not aware of any fact or circumstance which would disqualify any plan. (g) To the best knowledge of LFB, no non-exempt prohibited transaction, within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any LFB Welfare Plan or LFB Pension Plan that would result in any material tax or penalty for LFB or any LFB Subsidiary. (h) No LFB Pension Plan or any trust created thereunder has been terminated, nor have there been any "reportable events" (notice of which has not been delivered waived by the PBGC), within the meaning of Section 4043(b) of ERISA, with respect to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee any LFB Pension Plan;. (vi) Company and Except as disclosed in the ERISA Affiliates have made or will make when due full and timely payment LFB Disclosure Schedule, no "accumulated funding deficiency," within the meaning of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code Code, has been incurred with respect to any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; andLFB Pension Plan. (vij) other than claims for benefits in the ordinary course, there is There are no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit material pending, or, to the best knowledge of CompanyLFB, threatenedmaterial threatened or anticipated claims (other than routine claims for benefits) by, alleging on behalf of, or against any breach of the terms of LFB Pension Plans or the LFB Welfare Plans, any Employee Plan or of any fiduciary duty trusts created thereunder or violation of any applicable law with respect to any such Employee Plan other plan or arrangement other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effectas identified in the LFB Disclosure Schedule. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (ek) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date LFB Disclosure Schedule, no LFB Pension Plan or LFB Welfare Plan provides medical or death benefits (whether or not insured) beyond an employee's retirement or other termination of this Agreementservice, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written other than (i) agreement with any officer coverage mandated by law or other key employee of Company pursuant to conversion or any of its Subsidiaries, the continuation rights set out in such Plan or an insurance policy providing benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreementthereunder, or (ii) agreement death benefits under any LFB Pension Plan. (l) Except with respect to customary health, life and disability benefits or planas disclosed in the LFB Disclosure Schedule, including there are no unfunded benefit obligations which are not accounted for by reserves shown on the LFB Financial Statements and established in accordance with GAAP. (m) With respect to each LFB Pension Plan and LFB Welfare Plan that is funded wholly or partially through an insurance policy, there will be no liability of LFB or any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any LFB Subsidiary as of the Effective Time under any such insurance policy or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Effective Time. (n) Except (i) for payments and other benefits of which will be increaseddue pursuant to the employment agreements included within the LFB Disclosure Schedule, and (ii) as set forth in the LFB Disclosure Schedule, or as expressly agreed to by HUBCO in writing either pursuant to this Agreement or otherwise, or as required by law, the vesting of the benefits of which will be accelerated, by the occurrence of any consummation of the transactions contemplated by this Agreement will not (x) entitle any current or former employee of LFB or any LFB Subsidiary to severance pay, unemployment compensation or any similar payment, or (y) accelerate the time of payment or vesting, or increase the amount of any compensation or benefits due to any current or former employee under any LFB Pension Plan or LFB Welfare Plan. (o) Except for the LFB Pension Plans and the LFB Welfare Plans, and except as set forth on the LFB Disclosure Schedule, LFB has no deferred compensation agreements, understandings or obligations for payments or benefits to any current or former director, officer or employee of LFB or any LFB Subsidiary or any predecessor of any thereof. The LFB Disclosure Schedule sets forth: (i) true and complete copies of the agreements, understandings or obligations with respect to each such current or former director, officer or employee, and (ii) the most recent actuarial or other calculation of the present value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. such payments or benefits. (p) Except as set forth in the Company LFB Disclosure Schedule, none of the execution and delivery of this Agreement LFB does not maintain or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation otherwise pay for life insurance policies (other than group term life policies on employees) with respect to any agreements with any director, officer or employee. The LFB Disclosure Schedule lists each such insurance policy and includes a copy of each agreement with a party other key employee than the insurer with respect to the payment, funding or assignment of Company such policy. To the best of LFB `s knowledge, neither LFB nor any LFB Pension Plan or LFB Welfare Plan owns any of its Subsidiaries except for such applicable agreements individual or group insurance policies issued by an insurer which has been found to be insolvent or is in rehabilitation pursuant to a state proceeding. (q) Except as set forth on in the Company LFB Disclosure Schedule, LFB does not maintain any retirement plan or retiree medical plan or arrangement for directors. The LFB Disclosure Schedule sets forth the complete documentation and actuarial evaluation of any such plan. (r) On or before the date hereof, LFB has caused the Little Falls Savings Bank Directors Consultation and Retirement Plan (the "Director Retirement Plan") to be terminated at the Effective Time and has obtained in writing the consent of every participant to such termination and such consents are part of the LFB Disclosure Schedule. LFB has also caused the [Post-Retirement Health Plan] to be terminated at the Effective Time and each participant therein has consented to such termination and the consent is contained in the Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed on Section 4.11(a) of the Company Parent Disclosure Schedule all Letter, sets forth a true, complete and correct list of each material “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ERISA ("whether or not subject to ERISA"), and all any other material benefit arrangements that are not Employee Benefit Plansplan, includingpolicy, but not limited program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any arrangement providing insurance benefitscurrent or former director, officer, employee or consultant (or to any incentive bonus dependent or deferred bonus arrangementbeneficiary thereof) of Parent or any ERISA Affiliate, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are now maintained, contributed to sponsored or required to be contributed to by Company Parent or any entity thatERISA Affiliate, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company Parent or any ERISA Affiliate may incur has any material obligation or liability, and whether actual or contingent, including all incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock, restricted stock unit, stock-based compensation, change-in-control, retention, employment, consulting, personnel or severance policies, programs, practices, Contracts or arrangements (ii) each, a “Parent Benefit Plan”). Parent has no express or implied commitment to terminate or modify or change any Parent Benefit Plan, other than with respect to a termination, modification or change required by ERISA or the Code or which cover would not, individually or in the employeesaggregate, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS")reasonably be expected to have a Parent Material Adverse Effect. (b) A true and complete copy Except as set forth in Section 4.11(b) of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In additionParent Disclosure Letter, with respect to each such Employee Parent Benefit Plan (including each Foreign Benefit Plan to the extent applicable), Parent has made available to the Company has delivered true, complete and correct copies of the following (as applicable): (i) the written document evidencing such Parent Benefit Plan or, with respect to Parent any such plan that is not in writing, a written description of the most recently filed Federal Forms 5500, material terms thereof; (ii) the summary plan description; (iii) the most recent summary plan description annual report, financial statement and/or actuarial report; (including any summaries of material modifications), iv) the most recent IRS determination letter, if applicable, and letter from the IRS; (v) the most recent actuarial report Form 5500 required to have been filed, including all schedules thereto; (vi) any related trust agreements, insurance contracts or valuationother funding arrangements; (vii) any notices to or from the IRS, if applicablePBGC or any other Governmental Entity relating to any unresolved compliance issues in respect of any such Parent Benefit Plan; and (viii) all material amendments, modifications or supplements to any Parent Benefit Plan. (c) Except as set forth on in Section 4.11(c) of the Company Parent Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsoredLetter, maintained, contributed to or incurred an obligation to contribute to any Employee each Parent Benefit Plan regulated under Title IV of ERISAhas been administered in all material respects in accordance with its terms, applicable Law (including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B 409A of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operatedany applicable collective bargaining agreement, and currently areincluding, in compliance with their termsall material respects, the requirements prescribed timely filing of all Tax, annual reporting and other governmental filings required by any and all applicable laws (including ERISA and the Code)Code and timely contribution (or, ordersif not yet due, or governmental rules and regulations in effect with respect thereto, and (Bproper financial reporting) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed made under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and any of the failure to make such payments or contributions will not materially and adversely affect the Employee Parent Benefit Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Parent Benefit Plans, individually and in the aggregate, no event has occurred, occurred and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could Parent or any of its Subsidiaries would be subject to any liability that, individually or in the aggregate, would reasonably be expected to be material to Parent and its Subsidiaries, taken as a whole. Each Parent Benefit Plan that is reasonably likely intended to have a Company Material Adverse Effect be “qualified” under ERISA, Section 401 of the Code has received a favorable determination letter from the IRS to such effect and, to Parent’s Knowledge, no fact, circumstance or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to event has occurred or exists since the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party such determination letter that would reasonably be expected to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, adversely affect the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence qualified status of any such Parent Benefit Plan. None of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company Parent or any of its Subsidiaries except has received notice of and, to Parent’s Knowledge, there are no audits or investigations by any Governmental Entity with respect to, or other Actions against or involving any Parent Benefit Plan or asserting rights or claims to benefits under any Parent Benefit Plan (other than routine claims for such applicable agreements as set forth on benefits payable in the Company Disclosure Schedulenormal course).

Employee Benefit Plans. (a) Company BFTL has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined disclosed in Section 3(34.15(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")BFTL Disclosure Memorandum, and all other material benefit arrangements that are not Employee Benefit Planshas delivered or made available to Parent prior to the execution of this Agreement, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedcopies of each Employee Benefit Plan currently adopted, maintained by, sponsored in whole or in part by, or contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company BFTL Entity or any ERISA Affiliate may incur any liability, and (ii) which cover thereof for the benefit of employees, former employees, directors retirees, dependents, spouses, directors, independent contractors, or other beneficiaries or under which employees, retirees, former directors employees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate (each, a “BFTL Benefit Plan,” and collectively, the “BFTL Benefit Plans”) and (ii) a list of Company each Employee Benefit Plan that is not identified in (i) above and in connection with which any BFTL Entity or any ERISA Affiliate thereof has or reasonably could have any obligation or Liability. Any of the BFTL Benefit Plans which is an “employee pension benefit plan,” as that term is defined in ERISA Section 3(2), is referred to herein as a “BFTL ERISA Plan.” No BFTL ERISA Plan is a “defined benefit pension plan” ("EMPLOYEE PLANS"as defined in Code Section 414(j)) subject to Title I, Part 3 of ERISA. (b) A true BFTL has delivered or made available to Parent prior to the execution of this Agreement (i) any trust agreements or other funding arrangements for all Employee Benefit Plans, (ii) any determination letters, rulings, opinion letters, information letters, closing agreements, or advisory opinions issued by the United States Internal Revenue Service (“IRS” ), the United States Department of Labor (“DOL”) or the Pension Benefit Guaranty Corporation during this calendar year or any of the preceding three calendar years, (iii) any filing or documentation (whether or not filed with the IRS) where corrective action was taken in connection with the IRS EPCRS program set forth in Revenue Procedure 2019-19 (or its predecessor or successor rulings), (iv) annual reports or returns, audited or unaudited financial statements, actuarial reports, and complete copy of each written valuations prepared for any Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plancurrent plan year and the three preceding plan years, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, (v) the most recent summary plan description (including any summaries descriptions, summary of material modifications), the most recent IRS determination letter, if applicablebenefits and coverages, and the most recent actuarial report or valuation, if applicableany material modifications thereto and (vi) any “top hat” filing with respect to any BFTL Benefit Plan which is an ERISA “top hat” plan. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Each BFTL Benefit Plan regulated under Title IV is in material compliance with the terms of such BFTL Benefit Plan, in material compliance with the applicable requirements of the Code, in material compliance with the applicable requirements of ERISA, including any "multi-employer plan," as defined and in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in material compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) applicable Laws. Each Employee BFTL ERISA Plan that covers or has covered employees or former employees of Company and which is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of has received a favorable determination letter or opinion from the IRSIRS or, in the alternative, appropriately relies upon a copy of favorable determination letter issued to a prototype plan under which the BFTL ERISA Plan has been delivered adopted. BFTL is not aware of any circumstances likely to Parentresult in revocation of any such favorable determination letter or in disqualification of any BFTL ERISA Plan. BFTL has not received any communication (written or unwritten) from any Governmental Authority questioning or challenging the compliance of any BFTL Benefit Plan with applicable Laws. No BFTL Benefit Plan is currently being audited by any Governmental Authority for compliance with applicable Laws or has been audited with a determination (final or preliminary) by any Governmental Authority that the Employee Benefit Plan failed to comply with applicable Laws. (d) To BFTL’s Knowledge, and there has been no material oral or written representation or communication with respect to Company's knowledge, nothing has occurred any aspect of the Employee Benefit Plans made to employees of BFTL which is reasonably likely to impair such determination not in accordance with the written or otherwise adversely affect the tax-qualified status preexisting terms and provisions of such Employee Plan; plans. To BFTL’s Knowledge, neither BFTL nor any administrator or fiduciary of any BFTL Benefit Plan (vor any agent of any of the foregoing) Company and the ERISA Affiliates have made has engaged in any transaction, or will make when due full and timely payment acted or failed to act in any manner, which could subject BFTL or Parent to any direct or indirect Liability (by indemnity or otherwise) for breach of all amounts required to be contributed any fiduciary, co-fiduciary, or other duty under ERISA. To BFTL’s Knowledge, there are no unresolved claims or disputes under the terms of each Employee Plan and applicable law of, or required to be paid as expenses under such Employee Planin connection with, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" BFTL Benefit Plans (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits which are payable in the ordinary course, there is course of business) and no claim, suit, action, disputeproceeding, arbitration prosecution, inquiry, hearing, or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law has been commenced with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawBFTL Benefit Plan. (e) Except All BFTL Benefit Plan documents and annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports, and summary plan descriptions, summary of benefits and coverage issued with respect to the BFTL Benefit Plans are correct and complete in all material respects, have been timely filed with the IRS or the DOL (if required by Law), and distributed to participants of the BFTL Benefit Plans (as required by Law), and there have been no changes in the information set forth on the Company Disclosure Schedule and therein except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (iSection 4.15(e) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this AgreementBFTL Disclosure Memorandum. (f) To BFTL’s Knowledge, no “party in interest” (as defined in ERISA Section 3(14)) or “disqualified person” (iias defined in Code Section 4975(e)(2)) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement BFTL Benefit Plan has engaged in any nonexempt “prohibited transaction” (described in Code Section 4975(c) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleERISA Section 406).

Employee Benefit Plans. (a) Company ValueVision has listed on the Company ValueVision Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANSEmployee Benefit Plans"), as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any employment or consulting agreement, any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTSBenefit Arrangements") ), (i) which are maintained, contributed to or required to be contributed to by Company ValueVision or any entity that, together with Company ValueVision as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ValueVision ERISA AFFILIATEAffiliate") or under which Company ValueVision or any ValueVision ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company ValueVision or any ValueVision ERISA Affiliate ("EMPLOYEE PLANSValueVision Employee Plans"). (b) A true and complete copy of each written ValueVision Employee Benefit Plan that covers employees or former employees of Company ValueVision or any ERISA AffiliateSubsidiary of ValueVision, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such ValueVision Employee Benefit Plan, has been made available delivered to ParentNational Media. In addition, with respect to each such ValueVision Employee Benefit Plan to the extent applicable, Company ValueVision has delivered to Parent National Media the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable, and all material employee communications with respect to each such ValueVision Employee Plan. (c) Except as set forth on the Company ValueVision Disclosure Schedule: (i) Neither Company neither ValueVision nor any ValueVision ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer multiemployer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company ValueVision nor any ValueVision ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company ValueVision or any ValueVision ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; ; (iii) (A) all ValueVision Employee Plans that cover or have covered employees or former employees of Company ValueVision have been maintained and operated, and currently are, in compliance in all material respects with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company ValueVision and the ValueVision ERISA Affiliates have performed all material obligations required to be performed by them under and under, are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the ValueVision Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; ; (iv) Each each ValueVision Employee Plan that covers or has covered employees or former employees of Company ValueVision and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such ValueVision Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to ParentNational Media, and and, to CompanyValueVision's knowledge, nothing has occurred which is may reasonably likely be expected to impair such determination or otherwise adversely affect the tax-qualified status of such ValueVision Employee Plan; ; (v) Company ValueVision and the ValueVision ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each ValueVision Employee Plan and applicable law or required to be paid as expenses under such ValueVision Employee Plan, unless such contributions or payments that have not been made are immaterial in amount ; and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of CompanyValueVision, threatened, alleging any breach of the terms of any ValueVision Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such ValueVision Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse EffectPlan. (d) With respect to the ValueVision Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of CompanyValueVision, there exists no condition or set of circumstances in connection with which Company ValueVision could be subject to any liability that is reasonably likely to have a Company ValueVision Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company ValueVision Disclosure Schedule and except as disclosed in the ValueVision SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company ValueVision nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company ValueVision or any of its 19 Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company ValueVision of the nature contemplated by this Agreement, (ii) agreement with any officer of ValueVision providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof and for the payment of compensation in excess of $100,000 per annum, or (iiiii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none None of the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of the transactions contemplated hereunder or thereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company ValueVision or any of its Subsidiaries except for such applicable agreements as set forth on the Company ValueVision Disclosure ScheduleSchedule (the "ValueVision Parachute Agreements"). The aggregate amounts payable under the ValueVision Parachute Agreements as a result of the transactions contemplated by this Agreement and each of the Transaction Documents will not exceed $0.

Employee Benefit Plans. (a1) Company Schedule 3.2(m) includes a correct and complete list of, and Horizon has listed on been furnished a true and correct copy of (or an accurate written description thereof in the Company Disclosure Schedule case of oral agreements or arrangements) (A) all qualified pension and profit-sharing plans, all deferred compensation, consultant, severance, thrift, option, bonus and group insurance contracts and all other incentive, welfare and employee benefit plans ("EMPLOYEE BENEFIT PLANS")plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974trust, as amended ("ERISA")annuity or other funding agreements, and all other material benefit arrangements agreements (including oral agreements) that are not Employee Benefit Planspresently in effect, includingor have been approved prior to the date hereof, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as maintained for the benefit of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company City Holding or its subsidiaries or the dependents or beneficiaries of any employee or former employee of City Holding or its subsidiaries, whether or not subject to ERISA Affiliate(the "Employee Plans"), including, if applicable, each amendment thereto (B) the most recent actuarial and any trust agreement, insurance contract, collective bargaining agreement, financial reports prepared or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available required to Parent. In addition, be prepared with respect to each such any Employee Benefit Plan to the extent applicable, Company has delivered to Parent and (C) the most recently recent annual reports filed Federal Forms 5500with any governmental agency, the most recent summary plan description (including any summaries of material modifications), favorable determination letter issued by the most recent IRS determination letter, if applicableInternal Revenue Service, and the most recent actuarial report any open requests for rulings or valuationdetermination letters, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute that pertain to any such qualified Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37Plan. Schedule 3.2(m) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each identifies each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant such plan is qualified. (2) Neither City Holding nor any of its subsidiaries, nor any Pension Plan maintained or previously maintained by it, has incurred any material liability to each such the PBGC or to the Internal Revenue Service with respect to any Pension Plan, deferred compensation, consultant, severance, thrift, option, bonus and group insurance contract or any other incentive, welfare and employee benefit plan and agreement presently in effect, or approved prior to the date hereof, for the benefit of employees or former employees of City Holding and its subsidiaries or the dependents or beneficiaries of any employee or former employee of City Holding or any subsidiary (the "City Holding Employee Plan that Plans"). There is intended not currently pending with the PBGC any filing with respect to qualify any reportable event under Section 501(a4043 of ERISA nor has any reportable event occurred as to which a filing is required and has not been made. (3) Full payment has been made (or proper accruals have been established) of all contributions which are required for periods prior to the Code is the subject of a favorable determination letter from the IRSClosing Date, a copy of which has been delivered to Parentas defined in Section 7.1 hereof, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such City Holding Employee Plan, unless such contributions ERISA, or payments that have not been made are immaterial a collective bargaining agreement, no accumulated funding deficiency (as defined in amount and the failure to make such payments Section 302 of ERISA or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred Code) whether or not waived, exists with respect to any Pension Plan, (including any Pension Plan previously maintained by City Holding, City National or any other subsidiary of either), and except as set forth in Schedule 3.2(m), there is no "ACCUMULATED FUNDING DEFICIENCYunfunded current liability" (as defined in said Section), whether or not material, as Section 412 of the last day of the most recent plan year of such plan; and (viCode) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such City Holding Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effector Pension Plan. (d4) With respect to the No City Holding Employee Plans, individually and Plan is a "multiemployer plan" (as defined in the aggregate, no event has occurred, and to the knowledge Section 3(37) of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company ). Neither City Holding nor City National nor any subsidiary of its Subsidiaries is either has incurred any material liability under Section 4201 of ERISA for a party complete or partial withdrawal from a multiemployer plan (as defined in Section 3(37) of ERISA). Neither City Holding nor City National has participated in or agreed to any oral or written participate in, a multiemployer plan (ias defined in Section 3(37) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleERISA).

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(32.16(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Disclosure Schedule lists each Employee Benefit Plans, including, but not limited to Plan that any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Acquired Company or any ERISA Affiliate may incur sponsors or maintains or to which any liability, and (ii) which cover the employees, former employees, directors or former directors of Acquired Company or any ERISA Affiliate contributes, or is a participating employer and in which any Company Employee participates or is owed benefits or for which an obligation by or Liability of any Acquired Company or any ERISA Affiliate currently exists ("EMPLOYEE PLANS"collectively, the “Company Benefit Plans”). Except as provided on Section 2.16(a) of the Disclosure Schedules, no Company Benefit Plan provides compensation or benefits exclusively or primarily to non-U.S. Employees. With respect to each Company Benefit Plan, the Company has delivered to Parent accurate and complete copies of (i) all plan documents and any amendments thereto (or in the event the Company Benefit Plan is not written, a written description thereof) and summary plan descriptions, (ii) the most recent determination letter (or opinion letter) received from the Internal Revenue Service, (iii) copies of the three most recently filed annual reports (Form 5500 Annual Reports and all schedules and financial statements attached thereto), (iv) all related trust agreements, insurance contracts and other funding vehicles associated with such Company Benefit Plan, as applicable, (v) all material written correspondence to or from the Internal Revenue Service, the United States Department of Labor, the Pension Benefit Guaranty Corporation or any other Governmental Entity received by the Company or any ERISA Affiliate in the last three years with respect to any Company Benefit Plan, and (vi) the most recently prepared annual valuation. (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with With respect to each such Employee Company Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRSrelated trust, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination insurance contract or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Sectionfund), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, occurred and to the knowledge of Company, there exists no condition or set of circumstances in connection with to which any Acquired Company could or any ERISA Affiliate would be subject to any liability that is reasonably likely to have a Company Material Adverse Effect Liability under ERISA, the Code or any other applicable lawLegal Requirement (other than the Liability to make contributions or pay premiums and benefits when due). (c) Each Company Benefit Plan (and each related trust, insurance contract or fund) has been administered and operated in accordance with the terms of the applicable controlling documents and with the applicable provisions of ERISA, the Code and all other applicable Legal Requirements. (d) All required reports, descriptions and disclosures have been filed or distributed appropriately and in accordance with the applicable provisions of ERISA, the Code and applicable Legal Requirements with respect to each Company Benefit Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, and the Health Insurance Portability and Accountability Act of 1996 have been met in all material respects with respect to each Company Benefit Plan that is a group health plan subject to such requirements. (e) Except as set forth on the All contributions (including all employer contributions and employee salary reduction contributions) that are due and owing have been fully and timely paid to each Company Disclosure Schedule and except as disclosed Benefit Plan (or related trust or held in the SEC Reports filed prior general assets of the Acquired Companies and accrued, as appropriate), and all contributions for any period ending on or before the Closing Date that are not yet due have been paid to each Company Benefit Plan (or related trust) or accrued in accordance with GAAP. All premiums or other payments for all periods ending on or before the Closing Date have been fully and timely paid with respect to each Company Benefit Plan. (f) Each Company Benefit Plan that is an Employee Pension Benefit Plan and that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code meets such requirements and has either received or applied for (or has time remaining to apply for) a favorable determination letter (or, in the case of a prototype plan, an opinion letter) from the Internal Revenue Service within the applicable remedial amendment periods, and no such determination letter or opinion letter has been revoked nor has revocation been threatened. No event has occurred, and to the date Company’s Knowledge, no condition exists, which would reasonably be expected to result in the revocation of this Agreementany such determination or opinion letter. No Acquired Company or ERISA Affiliate has filed, and except as provided for in this Agreementor is considering filing, neither an application under the Internal Revenue Service Employee Plans Compliance Resolution System or the United States Department of Labor’s Voluntary Fiduciary Correction Program with respect to any Company Benefit Plan. (g) No Acquired Company nor any ERISA Affiliate contributes to, or has or has had any obligation to contribute to, or has any liability (including withdrawal liability as defined in Section 4201 of its Subsidiaries ERISA) under or with respect to any (i) Employee Benefit Plan that is subject to Title IV of ERISA or (ii) any Multiemployer Plan as defined in Section 3(37) of ERISA. No Acquired Company has any unfunded liabilities pursuant to any Company Benefit Plan which is an Employee Pension Benefit Plan. (h) No Acquired Company nor any ERISA Affiliate maintains or contributes to, nor has any Acquired Company or ERISA Affiliate ever maintained or contributed to, any Employee Welfare Benefit Plan providing post-employment or retiree medical, health or life insurance or other welfare type benefits for current or future retired or terminated employees, their spouses or their dependents (other than in accordance with Section 4980B of the Code or other similar state statute of a party state of the United States). (i) No Acquired Company, any ERISA Affiliate or, to the Knowledge of the Company, any employee or Representative of any Acquired Company or any ERISA Affiliate, has made any oral or written representation or commitment with respect to any aspect of any Company Benefit Plan that is not in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plan. (j) As of the Agreement Date, there are no unresolved claims, actions, examinations, proceedings, audits, investigations or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced or, to the Knowledge of the Company, threatened with respect to, and there is no basis for, any such claim, action, examination, proceeding, audit, investigation or dispute. (k) With respect to each Company Benefit Plan: (i) agreement with There have been no “prohibited transactions” that would subject any officer Acquired Company to a Tax, damages or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company penalty imposed pursuant to Section 4975 of the nature contemplated by this AgreementCode or Section 502(c), (i) or (l) of ERISA. (ii) agreement No Acquired Company (by way of indemnification, directly or planotherwise) has and, including any stock option planto the Knowledge of the Company, stock appreciation right plan, restricted stock plan or stock purchase planno fiduciary has, any Liability for breach of fiduciary duty or any failure to act or comply in connection with the administration or investment of the benefits assets of which will be increased, any such plan. (iii) No Legal Proceeding with respect to the administration or the vesting investment of the benefits of which will be accelerated, by the occurrence assets of any such plan (other than routine claims for benefits) is pending or, to the Knowledge of the transactions contemplated by this Agreement or the value of Company, threatened, and there is no basis for any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of such Legal Proceeding. (l) Neither the execution and delivery of this Agreement or any other Company Transaction Document nor the consummation of the transactions contemplated hereunder will trigger hereby or thereby could reasonably be expected to: (i) result in any "change of control" payment (including severance, retirement, unemployment compensation, golden parachute, bonus or similar provisions resulting otherwise) becoming due to any Company Employee; (ii) materially increase any compensation or benefits otherwise payable by any Acquired Company; or (iii) result in the acceleration of the time of payment or vesting of any such compensation or benefits. (m) Except for the Stock Plans, no Company Benefit Plan is funded with or allows for payments, investments or distributions in any employer security of any Acquired Company, including employer securities as defined in Section 407(d)(1) of ERISA, or employer real property as defined in Section 407(d)(2) or ERISA. (n) No asset of any Acquired Company or any ERISA Affiliate is subject to any Lien under ERISA or the Code. (o) No Company Benefit Plan and no grants, awards or benefits thereunder are subject to Section 409A(a) or compensation 409A(b) of the Code or, if subject to Section 409A(a) of the Code, have failed, in form or operation, to meet the requirements of Section 409A(a)(2), Section 409A(a)(3) or Section 409A(a)(4) of the Code. (p) Section 2.16(p) of the Disclosure Schedule accurately sets forth, with respect to each Person who is an independent contractor of any agreements Acquired Company or has provided services as an independent contractor since January 1, 2013: (i) the name of such independent contractor and the date as of which such independent contractor was originally engaged by the Acquired Company; (ii) a description of such independent contractor’s performance objectives, services, duties and responsibilities; (iii) the aggregate dollar amount of the compensation (including all payments or benefits of any type) received by such independent contractor from the Acquired Company with respect to services performed in the 12 month period ending December 31, 2014; and (iv) the terms of compensation of such independent contractor. (q) No current or former independent contractor of any officer Acquired Company could be deemed to be a misclassified employee. No independent contractor is eligible to participate in any Company Benefit Plan. No Acquired Company has ever had any temporary or leased employees that were not treated and accounted for in all respects as employees of such Acquired Company. All persons who have provided services to any Acquired Company as independent contractors have been properly classified as independent contractors, rather than as employees of such Acquired Company, for purposes of all applicable Legal Requirements. (r) No Company Benefit Plan is a “multiemployer pension plan” (as defined in Sections 3(37) or 4001(a)(3) of ERISA) or a “multiple employer plan” described in Section 413(c) of the Code. (s) No Company Benefit Plan is or, has been subject to Section 302 or Title IV of ERISA or Section 412 of the Code. (t) Neither the Acquired Company nor any ERISA Affiliate has any obligation to provide, and no Company Benefit Plan or other key employee agreement provides, any Person with the right to, a gross-up, indemnification, reimbursement or other payment for any excise or additional Taxes, interest or penalties incurred pursuant to Section 4999 or 409A of the Code or due to the failure of any payment to be deductible under Section 280G of the Code. (u) The Acquired Companies and each Company or any Benefit Plan that is a “group health plan” as defined in Section 733(a)(1) of its Subsidiaries except for such applicable agreements as set forth on ERISA (a “Company Health Plan”) (i) is currently in compliance with the Company Disclosure SchedulePatient Protection and Affordable Care Act, Pub. L. No. 111-148 (“PPACA”), the Health Care and Education Reconciliation Act of 2010, Pub.

Employee Benefit Plans. (a) Except as set forth on Schedule 2.16(a) (the plans disclosed on Schedule 2.16(a), being the "Company has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANSBenefit Plans"), as defined in the Company is not the sponsor of any "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), severance, change-in-control, employment, stock option, stock purchase, restricted stock, supplemental retirement, bonus or incentive plan, agreement, program or arrangement for the benefit of any current employees of the Company (the "Business Employees") or former employees of the Company (the "Former Business Employees") or its officers or directors. With respect to each Company Benefit Plan, Seller has made available to Buyer a written description or copy thereof. (b) Schedule 2.16(b) sets forth each "employee benefit plan" (within the meaning of Section 3(3) of ERISA), severance, change-in-control, employment, stock option, stock purchase, restricted stock, supplemental retirement, bonus or incentive plan, agreement, program or arrangement maintained or contributed to by Seller or any of its Subsidiaries for the benefit of any Business Employees or officers or directors of the Company (each a "Seller Benefit Plan"). With respect to each Seller Benefit Plan, Seller has made available to Buyer a complete and accurate written description or copy thereof. (c) With respect to each Company Benefit Plan and with respect to each Seller Benefit Plan that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, Seller has made available to Buyer, as applicable, a true and correct copy of (i) the plan documents and all amendments thereto, (ii) the most recent annual report on Form 5500, (iii) each trust agreement and group annuity contract, (iv) the most recent valuation report, (v) the most recent favorable determination letter, and (vi) the most recent summary plan description. (d) Each Company Benefit Plan and Seller Benefit Plan intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of 1986, as amended (the "Code") has received a favorable determination letter as to its qualification from the Internal Revenue Service and nothing has occurred since the date of such determination that could reasonably be expected to adversely affect such qualification. (e) Each Company Benefit Plan, and each Seller Benefit Plan that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, has been administered in all other material benefit arrangements that are not Employee Benefit Plans, respects with its terms and applicable Law (including, but not limited to any arrangement providing insurance benefitsto, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planERISA and the Code, and any compensation policy all rules and regulations promulgated thereunder). (f) Except as set forth on Schedule 2.16(f), with respect to each Company Benefit Plan and Seller Benefit Plan that is subject to Part 3 of Title I or practice Title IV of ERISA (a "BENEFIT ARRANGEMENTSTitle IV Plan") ): (i) no reportable event under Section 4043 of ERISA for which are maintainedthe notice requirement has not been waived has occurred; (ii) no accumulated funding deficiency, contributed whether or not waived under Code Section 412 has been incurred; (iii) no liability to or the Pension Benefit Guaranty Corporation has been incurred and all premiums required to be paid thereto have been paid on behalf of each Title IV Plan; and (iv) no event or condition exists which (A) would constitute grounds for termination by the Pension Benefit Guaranty Corporation or (B) has caused or would give rise to a partial termination of any such Title IV Plan. (g) Except as set forth on Schedule 2.16(g), none of the Company Benefit Plans or Seller Benefit Plans is a "multiemployer plan" as defined in Section 3(37) of ERISA or has been subject to Sections 4063 or 4064 of ERISA. The Company has no liability, contingent or otherwise, with respect to a "multiemployer plan" contributed to by Company Seller or any entity that, Person that together with the Company as of the relevant measuring date under ERISA, is or was required to be at any time treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors Section 4001 of Company or any ERISA Affiliate ("EMPLOYEE PLANS")ERISA. (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (ch) Except as set forth on Schedule 2.16(h), all contributions as well as obligations of the Company Disclosure Schedule:or Seller under any Company Benefit Plan or Seller Benefit Plan which are due for any period ending on or before the Closing Date have been paid or accrued by the Seller or the Company (as applicable) within the time required by Law. (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Schedule 2.16(i), no Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party Benefit Plan provides deferred compensation to any oral Business Employee or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company Former Business Employee that is taxable under Section 409A of the nature Code or would be taxable under Section 409A of the Code as a result of the transactions contemplated by this Agreement. (j) No disputes are pending before, or to Seller’s knowledge, are threatened by any Governmental Authority or by any participant or beneficiary against any Company Benefit Plan, other than routine claims for benefits. (iik) agreement No prohibited transaction (as defined in Section 406 of ERISA or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any Section 4975 of the Code) for which a statutory or administrative exemption does not exist has occurred with respect to any Company Benefit Plan which could result in a material liability to the Company. (l) The Company has no liability with respect to any "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA that provides benefits to retired employees (other than as required by Section 601 of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any ERISA). (m) The consummation of the transactions contemplated by this Agreement will not (i) entitle any Business Employee to severance pay, (ii) accelerate the time of payment or vesting of, or increase the value amount of, compensation or benefits due to any Business Employee, (iii) result in any sale bonus, stay bonus or other transaction-based bonus being due to any Business Employee or (iv) result in the payment to any Business Employee of any amount that would be an "excess parachute payment" within the meaning of Section 280G of the benefits of which will be calculated on the basis of Code. (n) The Company has no commitment, intention, or understanding to create, modify, or terminate any of the transactions contemplated by this Agreement. Except Company Benefit Plan that would result in additional liability to Buyer or Company, except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleArticle VII below.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule 3.11(a) sets forth all employee benefit plans ("EMPLOYEE BENEFIT PLANS")material Employee Benefit Plans by name, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")including all amendments thereto, and all other material benefit arrangements that are not identifies whether each Employee Benefit PlansPlan is a Company Benefit Plan, includinga Seller Benefit Plan, but not limited or a Collective Bargaining Benefit Plan. No Company Benefit Plan is subject to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, the laws of a country other than the United States. Seller has made available to Buyer complete and any compensation policy or practice ("BENEFIT ARRANGEMENTS") correct copies of: (i) which are maintainedthe most recent determination letter or opinion letter, contributed if any, received by a Group Company from the IRS regarding each Qualified Plan, (ii) all pending applications for rulings, determinations or opinions with respect to any Company Benefit Plan or Qualified Plan, if any, filed with any Governmental Entity (including the Department of Labor and the IRS), (iii) all material correspondence to or from any Governmental Entity with respect to any Company Benefit Plan; (iv) the financial statements (if any) for each Company Benefit Plan for the two (2) most recent fiscal or Company Benefit Plan years for which such financial statements are available (in audited form if required by ERISA) and, where applicable, Annual Report/Returns (Forms 5500) with disclosure schedules, if any, and attachments for each Company Benefit Plan for the two (2) most recent fiscal or Company Benefit Plan years for which such Annual Report/Return (Form 5500) is available, (v) the most recently prepared actuarial valuation report for each Company Benefit Plan (including reports prepared for funding, deduction and financial accounting purposes), if applicable, (vi) all material Company Benefit Plan documents, trust agreements, insurance contracts, service agreements and related material contracts and documents, with respect to be contributed each Company Benefit Plan (and, with respect to by any material unwritten Company or any entity thatBenefit Plan, together with Company as a written summary of the relevant measuring date under ERISAmaterial terms and conditions thereof), is or was required (vii) collective bargaining agreements (including memorandums of understanding and other side letter agreements), if any, relating to be treated as a single employer under Section 414 the establishment, maintenance, funding and operation of the Code ("ERISA AFFILIATE") or under which any Company or any ERISA Affiliate may incur any liabilityBenefit Plan, and (iiviii) which cover summaries of each material Seller Benefit Plan. No Company Benefit Plan provides benefits for any employee of Seller or an Affiliate of Seller (other than a Group Company). No Seller Benefit Plan provides benefits solely to employees of the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS")Group Companies. (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, All Qualified Plans and the most recent actuarial report or valuationtrusts (if any) forming a part thereof, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multiare so tax-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, qualified and have no knowledge of any default received or violation by any other party to, any of are subject to a favorable determination or opinion letter from the Employee Plans, except with respect IRS as to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify their qualification under Section 401(a) of the Code and each trust established pursuant to the effect that each such Employee Plan that trust is intended to qualify exempt from taxation under Section 501(a) of the Code. No Company Benefit Plan is a Qualified Plan. To the extent required by Law, all Company Benefit Plans and Seller Benefit Plans comply with the requirements of ERISA and the Code and all other applicable Law in all material respects. No Company Benefit Plan is subject to ERISA. All Company Benefit Plans and Seller Benefit Plans have been administered and maintained at all times in all material respects in accordance with the subject documents and instruments governing them. Except as set forth on Schedule 3.11(b), all reports (including Form 5500) and filings with Governmental Entities (including the Department of a favorable determination letter from Labor and the IRS, ) required in connection with each Company Benefit Plan have been timely made and all material disclosures required by applicable Law to be distributed to any Company Benefit Plan participant have been timely made. No Group Company has any material liability with respect to a copy Tax under Chapter 43 of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan;Code. (vc) Company All contributions, premium payments and the ERISA Affiliates have made or will make when due full and timely payment of all amounts other payments required to be contributed under in connection with the terms Company Benefit Plans as of each Employee Plan the date of this Agreement have been made. All contributions, premium payments and applicable law or other payments required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial by any Group Company in amount connection with the Seller Benefit Plans and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, Collective Bargaining Benefit Plans as of the last day date of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary coursethis Agreement have been made. Except as set forth on Schedule 3.11(c), there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law material unfunded liabilities exist with respect to any such Employee Company Benefit Plan other than those that do not have, accrued on the Financial Statements in accordance with GAAP or arising since the Balance Sheet Date and are not reasonably likely required to have, be recorded as a Company Material Adverse Effectcurrent liability in accordance with GAAP. (d) With respect No Action or claim is pending or to the Employee PlansKnowledge of Seller, individually and in the aggregatethreatened with regard to any Company Benefit Plan other than routine claims for benefits. No material Action or claim involving any current or former employee of any Group Company is pending or, no event has occurred, and to the knowledge Knowledge of CompanySeller, there exists no condition or set of circumstances in connection threatened with which Company could be subject regard to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISASeller Benefit Plan, the Code other than routine claims for benefits. Except as otherwise expressly provided in this Agreement or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries3.11(d)(i), the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any consummation of the transactions contemplated by this Agreement will not cause any Company Benefit Plan to increase benefits payable to any participant or beneficiary. Except as otherwise expressly provided in this Agreement or as set forth on Schedule 3.11(d)(ii), neither the value execution of any of this Agreement nor the benefits of which will be calculated on the basis of any consummation of the transactions contemplated by this AgreementAgreement will (whether or not some other subsequent action or event would be required to cause the receipt of such amount or benefit to occur): (i) entitle any current or former employee of any Group Company to severance pay, unemployment compensation or to any other payment, benefit or award under any Company Benefit Plan or Seller Benefit Plan, (ii) accelerate or modify the time of payment or vesting, or increase the amount of any benefit, award or compensation due any such employee under any Company Benefit Plan or Seller Benefit Plan, or (iii) result in any forgiveness of indebtedness, trigger any funding obligation under any Company Benefit Plan or impose any restrictions or limitations on any Group Company’s rights to administer, amend or terminate any Company Benefit Plan. No amount or benefit that could be received (whether in cash, property or the vesting in cash or property) under any Company Benefit Plan, Seller Benefit Plan or otherwise as a result of or in connection with the transactions contemplated by this Agreement (whether or not some other subsequent action or event would be required to cause the receipt of such amount or benefit to occur) by any employee, officer or director of any Group Company who is a “disqualified individual” (as such term is defined in Section 280G(c) of the Code) will, either individually or in combination with any other amount or benefit, fail to be deductible for United States federal income tax purposes by virtue of Section 280G of the Code. Except as set forth in the on Schedule 3.11(d)(iii), each Company Disclosure ScheduleBenefit Plan, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation and, with respect to current and former employees and service providers of any agreements Group Company, each Seller Benefit Plan, in either case that is subject to Section 409A of the Code, has at all times while subject to Section 409A of the Code complied in all material respects with Section 409A of the Code. No person is entitled to receive any officer additional payment (including any tax gross-up or other key employee of Company payment) from Seller or any of its Subsidiaries except for such applicable agreements as a result of the imposition of the excise taxes required by Section 4999 of the Code or any taxes required by Section 409A of the Code. To the Knowledge of Seller, no Company Benefit Plan is currently under examination or audit by any Governmental Entity, including the Department of Labor or the IRS. (e) Schedule 3.11(e)(i) lists each Multiemployer Plan to which a Group Company contributes, is required to contribute, or within the last six (6) years, has contributed or been required to contribute (each a “Company Multiemployer Plan”). No Group Company could reasonably be expected to have any liability with respect to a Multiemployer Plan that is not a Company Multiemployer Plan. Except as set forth on Schedule 3.11(e)(ii), none of Seller or any of its Affiliates (other than the Group Companies) contributes to or is required to contribute to any Company Multiemployer Plan. Except as set forth on Schedule 3.11(e)(iii), within the last six (6) years, no Group Company nor any of their ERISA Affiliates has maintained or established, contributed or been required to contribute to, participated in or required to participate in, or otherwise has been liable to any Employee Benefit Plan (including any Multiemployer Plan) which is subject to Title IV or Section 302 of ERISA or Section 412 of the Code. No employee of a Group Company is currently accruing, or is entitled to accrue, a benefit under any Employee Benefit Plan that is not a Collective Bargaining Benefit Plan and is subject to Title IV or Section 302 of ERISA or Section 412 of the Code. No Company Benefit Plan or Seller Benefit Plan is a multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA) or a multiple employer plan within the meaning of Section 413(c) of the Code. (f) No Group Company or ERISA Affiliate has received notice that a Company Multiemployer Plan is assessing a withdrawal liability with respect to a Group Company. With respect to each Company Multiemployer Plan, the Company Disclosure Schedule(or another Group Company) will, within ten (10) Business Days following the date hereof, request the most recent estimate of withdrawal liability available and will promptly provide each such estimate to Buyer upon receipt. All material communications during the preceding three (3) years between any Group Company or any ERISA Affiliate and any Company Multiemployer Plan pertaining to the Group Companies or matters that could reasonably be expected to affect the Group Companies’ potential liability have been delivered to Buyer. With respect to each Company Multiemployer Plan, no Group Company has experienced a reduction in contribution base units in the three (3) consecutive years prior to the date of this Agreement that would, if continued, reasonably be expected to result in a partial withdrawal assessment that could result in any liability to any Group Company, whether such liability is contingent or otherwise. Schedule 3.11(f) identifies each Company Multiemployer Plan that has notified the Company or any ERISA Affiliate of any failure to satisfy minimum funding standards, or of its status as a critical or endangered plan. (g) Except as set forth on Schedule 3.11(g), (i) no Group Company has any outstanding liability (contingent or otherwise) with respect to the Allied Local 470 Retirement Plan, the Allied Local 911 Retirement Plan or the Allied Local 592 Retirement Plan (the “Legacy Company Retirement Plans”), and (ii) each of the Legacy Company Retirement Plans have been terminated and liquidated in accordance with their terms and applicable Law, including ERISA and the Code. (h) Except as set forth on Schedule 3.11(h)(i), no Group Company or Company Benefit Plan provides or has any obligation to provide post-employment life insurance, death, medical or other welfare benefits other than health care continuation benefits described in Section 4980B of the Code or any other similar Law. Except as set forth on Schedule 3.11(h)(ii), no Seller Benefit Plan provides or has any obligation to provide post-employment life insurance, death, medical or other welfare benefits other than health care continuation described in Section 4980B of the Code or any similar Law to any employee or former employee of a Group Company. (i) To Seller’s knowledge, there are no Multiemployer Welfare Plans not referenced in the applicable collective bargaining agreement. None of the Multiemployer Welfare Plans require maintenance-of-benefit contributions in excess of the contribution rates set forth in the applicable collective bargaining agreement.

Employee Benefit Plans. (ai) Company has listed on the Company United Financial Bancorp’s Disclosure Schedule Letter contains a complete and accurate list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements and arrangements, including, but not limited to, “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plans,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA")incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto with respect to any present or former directors, officers or other employees of United Financial Bancorp or any of its Subsidiaries (hereinafter referred to collectively as the “United Financial Bancorp Employee Plans”). United Financial Bancorp has previously delivered or made available to CNB Financial true and complete copies of each agreement, plan and other documents referenced in United Financial Bancorp’s Disclosure Letter, along with, where applicable, copies of the IRS Form 5500 or 5500-C for the most recently completed year. To the Knowledge of United Financial Bancorp, each United Financial Bancorp Employee Plan has been operated and administered in all material benefit arrangements that are not Employee Benefit Plansrespects in accordance with its terms and with applicable law, including, but not limited to to, ERISA, the IRC, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act, COBRA, the Health Insurance Portability and Accountability Act and any arrangement providing insurance benefits, any incentive bonus regulations or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planrules promulgated thereunder, and all material filings, disclosures and notices required by ERISA, the IRC, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act and any compensation policy other applicable law have been timely made or practice ("BENEFIT ARRANGEMENTS") (i) which are maintainedany interest, contributed to fines, penalties or other impositions for late filings have been paid in full. All material contributions required to be contributed to by Company made under the terms of any United Financial Bancorp Employee Plan or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required employee benefit arrangements to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company United Financial Bancorp or any ERISA Affiliate may incur any liability, and Subsidiary is a party or a sponsor have been timely made. (ii) There is no pending or threatened litigation, administrative action or proceeding relating to any United Financial Bancorp Employee Plan. All of the United Financial Bancorp Employee Plans comply in all material respects with all applicable requirements of ERISA, the IRC and other applicable laws. There has occurred no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the IRC) with respect to the United Financial Bancorp Employee Plans which cover is likely to result in the employees, former employees, directors imposition of any penalties or former directors of Company taxes upon United Financial Bancorp or any of its Subsidiaries under Section 502(i) of ERISA Affiliate ("EMPLOYEE PLANS")or Section 4975 of the IRC. (biii) A true and complete copy No liability to the Pension Benefit Guarantee Corporation has been or is expected by United Financial Bancorp or any of each written its Subsidiaries to be incurred with respect to any United Financial Bancorp Employee Benefit Plan that covers employees which is subject to Title IV of ERISA (“United Financial Bancorp Pension Plan”), or former employees with respect to any “single-employer plan” (as defined in Section 4001(a) of Company ERISA) currently or formerly maintained by United Financial Bancorp or any ERISA Affiliate. No United Financial Bancorp Pension Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), includingwhether or not waived, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for as of the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to last day of the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, end of the most recent summary plan description year ending prior to the date hereof; and no notice of a “reportable event” (including as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any summaries of material modifications), United Financial Bancorp Pension Plan within the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth 12-month period ending on the Company Disclosure Schedule: (idate hereof. Neither United Financial Bancorp nor any of its Subsidiaries has provided, or is required to provide, security to any United Financial Bancorp Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the IRC. Neither Company United Financial Bancorp, its Subsidiaries, nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV “multiemployer plan,” as defined in Section 3(37) of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors on or has previously sponsoredafter September 26, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect;1980. (iv) Each United Financial Bancorp Employee Plan that covers or has covered employees or former employees is an “employee pension benefit plan” (as defined in Section 3(2) of Company ERISA) and which is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(aIRC (a “United Financial Bancorp Qualified Plan”) of the Code is the subject of has received a favorable determination letter from the IRS, a copy and United Financial Bancorp and its Subsidiaries are not aware of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably any circumstances likely to impair result in revocation of any such favorable determination or otherwise adversely affect the tax-qualified status of such Employee Plan;letter. (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required With respect to be contributed under the terms of each United Financial Bancorp Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" is a “multiple employer plan” (as defined in said Section), whether or not material, as Section 4063 of the last day ERISA): (A) none of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company United Financial Bancorp or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, nor any of the benefits of which will be increasedtheir respective ERISA Affiliates, or the vesting of the benefits of which will be acceleratedhas received any notification, by the occurrence of nor has any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Scheduleactual knowledge, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company that if United Financial Bancorp or any of its Subsidiaries except or any of their respective ERISA Affiliates were to experience a withdrawal or partial withdrawal from such plan it would incur withdrawal liability that would be reasonably likely to have a Material Adverse Effect on United Financial Bancorp; and (B) none of United Financial Bancorp or any of its Subsidiaries, nor any of their respective ERISA Affiliates, has received any notification, nor has any reason to believe, that any United Financial Bancorp Employee Plan is in reorganization, has been terminated, is insolvent, or may be in reorganization, become insolvent or be terminated. (vi) All contributions required to be made with respect to any United Financial Bancorp Employee Plan by applicable law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any United Financial Bancorp Employee Plan, for such applicable agreements as set forth any period through the date hereof have been timely made or paid in full, or to the extent not required to be made or paid on or before the Company Disclosure Scheduledate hereof, have been fully reflected in the financial statements of United Financial Bancorp. All anticipated contributions and funding obligations are accrued on United Financial Bancorp’s consolidated financial statements to the extent required by GAAP.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all With respect to each employee benefit plans fund, plan, program, arrangement and contract (including, without limitation, any "EMPLOYEE BENEFIT PLANS"), employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, sponsored or contributed to or required to be contributed to by Company Parent or any entity that, together with Company as of the relevant measuring date under ERISA, is Parent Subsidiary or was required to be other trade or business (whether or not incorporated) treated as a single employer with Parent (a "Parent ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o) is a party, or with respect to which Parent or any Parent ERISA Affiliate could incur liability under Section 414 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code (the "ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANSParent Benefit Plans"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, Parent has been made available to Parent. In additionCompany a true, with respect to each complete and correct copy of (i) such Employee Parent Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (including any summaries of material modifications)ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent IRS determination letterannual report (Form 5500) filed with the IRS) with respect to such Parent Benefit Plan, if applicable, and (iv) the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed financial statement relating to or incurred an obligation to contribute to any Employee such Parent Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (Bv) Company and the ERISA Affiliates have performed all obligations required to be performed most recent determination letter issued by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except IRS with respect to both clauses (A) and (B)such Parent Benefit Plan, where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and if it is intended to qualify qualified under Section 401(a) of the Code and each trust established pursuant Code. Neither Parent nor any Parent Affiliate has any express or implied commitment, whether legally enforceable or not, to each such Employee modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (b) Each Parent Benefit Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parentadministered in accordance with its terms and all applicable laws, including, without limitation, ERISA and the Code, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts contributions required to be contributed made under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 any of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, Parent Benefit Plans as of the last day date of this Agreement have been timely made or have been reflected on the most recent plan year of such plan; and (vi) other than claims for benefits consolidated balance sheet filed or incorporated by reference in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, Parent Reports filed prior to the knowledge date of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) this Agreement. With respect to the Employee Parent Benefit Plans, individually and in the aggregate, no event has occurredoccurred and, and to the knowledge Knowledge of CompanyParent, there exists no condition or set of circumstances in connection with which Company Parent or any Parent ERISA Affiliate could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect (other than for routine benefit liabilities) under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable lawLaw. (ec) Except as disclosed in Schedule 5.11 of the Parent Disclosure Schedule, (i) each Parent Benefit Plan which is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received or is currently awaiting receipt of a favorable determination letter from the IRS as to its qualified status under the Code, and each trust established in connection with any Parent which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and no fact or event has occurred since the date of such determination letter from the IRS to adversely affect the qualified status of any such Parent Benefit Plan or the exempt status of any such trust; (ii) there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Parent Benefit Plan; (iii) each Parent Benefit Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability, other than (A) liability for ordinary administrative expenses typically incurred in a termination event or (B) if the Parent Benefit Plan is a pension benefit plan subject to Part 2 of Title I of ERISA, liability for the accrued benefits as of the date of such termination (if and to the extent required by ERISA) to the extent that either (x) there are sufficient assets set forth aside in a trust or insurance contract to satisfy such liability or (y) such liability is reflected on the Company Disclosure Schedule and except as disclosed most recent consolidated balance sheet included in the SEC Parent Reports filed prior to the date of this Agreement. No suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Parent is threatened, against or with respect to any such Parent Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims). (d) No Parent Benefit Plan is a multi-employer pension plan (as defined in Section 3(37) of ERISA) or other pension plan subject to Title IV of ERISA and neither the Parent nor any Parent ERISA Affiliate has sponsored or contributed to or been required to contribute to a multi-employer pension plan or other pension plan subject to Title IV of ERISA. No liability under Title IV of ERISA has been incurred by Parent or any Parent ERISA Affiliate that has not been satisfied in full, and except as provided for in this Agreementno condition exists that presents a material risk to Parent or any Parent ERISA Affiliate of incurring or being subject (whether primarily, neither Company nor jointly or secondarily) to a material liability thereunder. None of the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be expected to become, the subject of its Subsidiaries any lien arising under ERISA or Section 412(n) of the Code. (e) With respect to each Parent Benefit Plan that is a party subject to any oral Title IV or written Part 3 of Title I of ERISA or Section 412 of the Code, (i) agreement no reportable event (within the meaning of Section 4043 of ERISA, other than an event that is not required to be reported before or within thirty days of such event) has occurred or is expected to occur, (ii) there was not an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, as of the most recently ended plan year of such Parent Benefit Plan; and (iii) there is no "unfunded benefit liability" (within the meaning of Section 4001(a)(18) of ERISA). (f) Parent has set forth on Schedule 5.11(f) of the Parent Disclosure Schedule and has delivered to Company true, complete and correct copies of (i) all employment agreements with officers and all consulting and other advisory agreements of Parent and each Parent Subsidiary providing for annual compensation in excess of $100,000, (ii) all severance plans, agreements, programs and policies of Parent and each Parent Subsidiary with or relating to their respective employees, directors, advisory committee members or consultants, and (iii) all plans, programs, agreements and other arrangements of Parent and each Parent Subsidiary with or relating to their respective employees, directors or consultants which contain "change of control" provisions. No payment or benefit which will be made by Parent or any Parent Subsidiary under any Parent Benefit Plan or other arrangement will constitute an excess parachute payment under Code Section 280G(b)(1), and, except as disclosed in Schedule 5.11(f) of the Parent Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not individually or in conjunction with any officer other possible event (including termination of employment) (i) entitle any current or former employee or other key employee service provider of Company Parent or any Parent Subsidiary to severance benefits or any other payment, compensation or benefit (including forgiveness of its Subsidiariesindebtedness), the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated except as expressly provided by this Agreement, or (ii) agreement accelerate the time of payment or planvesting, including or increase the amount of compensation or benefit due any stock option plansuch employee or service provider. Except as required by Law, stock appreciation right plan, restricted stock plan or stock purchase plan, no Parent Benefit Plan provides any of the following retiree or post-employment benefits to any Person: medical, disability or life insurance benefits. To the Knowledge of which will be increasedParent, or Parent and the vesting Parent ERISA Affiliates are in material compliance with (i) the requirements of the benefits applicable health care continuation and notice provisions of which will be accelerated, by COBRA and the occurrence of any regulations (including proposed regulations) thereunder and (ii) the applicable requirements of the transactions contemplated by this Agreement or Health Insurance Portability and Accountability Act of 1996 and the value of any of regulations (including the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Scheduleproposed regulations) thereunder.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined in Section 3(33.12(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company Disclosure Schedules sets forth a list as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 hereof of the Code ("ERISA AFFILIATE") or all Company Benefit Plans under which Company or Company, any ERISA Affiliate may incur or any Company Subsidiary has any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A Company has made available to Buyer with true and complete copy copies of (1) each written Employee Company Benefit Plan that covers employees or former employees (or, in the case of any unwritten Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In additiona summary of the material provisions of such plan) in effect on the date hereof, (2) the most recent report on Form 5500 filed with the Internal Revenue Service with respect to each such Employee Company Benefit Plan in effect on the date hereof to the extent applicableany such report was required by applicable Law, Company has delivered to Parent the most recently filed Federal Forms 5500, (3) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required by applicable Law and (including 4) each currently effective trust agreement or other funding vehicle relating to any summaries Company Benefit Plan. Except as set forth on Section 3.12 of material modificationsthe Disclosure Schedules, other than severance benefits provided under a Company Benefit Plan, no Company Welfare Plan provides benefits to, or on behalf of, any former employee after the termination of employment except (1) where the full cost of such benefit is borne entirely by the former employee (or his eligible dependents or beneficiaries), (2) where plan benefits are payable through a trust, the most recent IRS determination letter, if applicable, and fair market value of the most recent actuarial report assets of which equal or valuation, if applicableexceed the present value of the liabilities of such plan or (3) where the benefit is required by Section 4980B of the Code. (c) Except as set forth on With the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsoredexception of AAT Electronics Corporation Employees Pension Plan, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation been obligated to maintain or contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), ordersto, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in has any material respect in default under actual or in violation of, and have no knowledge of any default or violation by any other party tocontingent liability under, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Pension Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Title IV of ERISA or Section 412 of the Code or is otherwise a plan described in Section 3(40) of ERISA or a plan described in Section 413 of the Code. Except as set forth on Section 3.12(c) of the Disclosure Schedules, there are no unfunded benefit liabilities within the meaning of Section 4001(a)(16) of ERISA with respect to any Company Pension Plan, as determined under reasonable actuarial assumptions (based on the Plan’s most recent actuarial report). No Company Pension Plan subject to the requirements of Section 412 of the Code or Section 302 of ERISA has incurred any "ACCUMULATED FUNDING DEFICIENCY" an “accumulated funding deficiency” (as defined in said Sectionsuch applicable section and any regulations thereunder), whether or not materialwaived. No liability to the Pension Benefit Guaranty Corporation, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary coursepayment of required premiums (all of which have been paid or will be paid when due), there is no claim, suit, action, dispute, arbitration has been incurred by Company or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law ERISA Affiliate with respect to any such Employee Company Pension Plan. Company or any ERISA Affiliate have not taken any action to terminate any Company Pension Plan other than those or any action that do not havewould reasonably be expected have resulted in a partial termination of any Company Pension Plan. No “reportable event” (as defined in ERISA and the regulations thereunder, and are not reasonably likely but excluding any event for which the thirty day notice requirement has been waived) has occurred or is continuing to have, a occur with respect to any Company Material Adverse EffectPension Plan. (d) With Except as is not material or as disclosed in Section 3.12(d) of the Disclosure Schedules: (i) each Company Benefit Plan in effect on the date hereof has been administered in all respects in accordance with its terms, and Company, each ERISA Affiliate and each Company Subsidiary and all Company Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and other applicable Laws as to Company Benefit Plans; (ii) all contributions, including participant contributions, required under each Company Benefit Plan have been made in full on a timely and proper basis pursuant to the terms of such plans and applicable Law; (iii) with respect to the Employee Company Benefit Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances circumstances, including claims, audits, and investigations, in connection with which Company, any ERISA Affiliate or any of Company Subsidiaries could reasonably be expected to become subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. Law; (eiv) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior amounts payable pursuant to the date terms of this Agreementa Company Benefit Plan will not be subject to any income tax deduction limit under Section 162(m) of the Code or any other applicable Law; (v) each Company Pension Plan that is intended to comply with the provisions of Section 401(a) of the Code has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan currently is qualified and exempt from income Taxes under Section 401(a) of the Code and the trust relating to such plan is exempt from income Taxes under Section 501(a) of the Code, and except no such determination letter has been revoked and, to the Knowledge of Seller, revocation has not been threatened; (vi) Company has made available to Buyer a copy of the most recent determination letter received with respect to each Company Pension Plan for which such a letter has been issued, as provided well as a copy of any pending application for in this Agreementa determination letter; (vii) there are no understandings, neither agreements or undertakings, written or oral, with any person (other than the express terms of any Company nor any of its Subsidiaries is a party Benefit Plans) that would (pursuant to any oral such understandings, agreements or written undertakings) reasonably be expected to result in any liabilities if any Company Benefit Plan was amended or terminated on or at any time after the Closing or that would prevent any unilateral action by Company (ior, after the Closing, Buyer) agreement to effect such amendment or termination; (viii) other than with any officer respect to Company Options, no present or other key employee former officers, employees, directors or independent contractors of Company or any of its Subsidiaries, the Company Subsidiary will be entitled to any additional benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company any acceleration of the nature contemplated by this Agreementtime of payment, funding or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the any benefits of which will be accelerated, by the occurrence of under any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any Company Benefit Plan as a result of the transactions contemplated by this Agreement. Except as set forth in the ; (ix) other than with respect to Company Disclosure ScheduleOptions, none of neither the execution and delivery of this Agreement or Agreement, nor the consummation of the transactions any transaction contemplated hereunder by this Agreement (alone or in conjunction with a termination of employment) will (A) trigger any "change funding (through a grantor trust or otherwise) of control" any compensation or similar provisions resulting in the acceleration of benefits or (B) result in any violation or breach of, or a default (with or without notice or lapse of time or both) under any Company Benefit Plan; (x) other than as set forth in any Company Benefit Plans or as may be required to avoid any adverse tax consequence under Section 409A of the Code, since January 1, 2004, there has not been any adoption or amendment in any material respect by Company or any Company Subsidiaries of any Company Benefit Plan or any agreement (whether or not legally binding) to adopt or amend any such plan; and (xi) only officers, directors and employees of Company or any Company Subsidiaries are eligible for material compensation with respect to or benefits under the terms of each Company Benefit Plan, and each individual who is classified by Company or any agreements with Company Subsidiary as an “employee” or as an “independent contractor” is properly so classified. (e) There is no contract, plan or arrangement (written or otherwise) covering any officer current or other key former employee of Company or any Company Subsidiary that, individually or collectively, could give rise to the payment of its Subsidiaries except for such applicable agreements any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (f) Except as specifically set forth on in this Section 3.12, Seller makes no other representations or warranties in this Agreement with respect to ERISA or the Company Disclosure Scheduleother matters set forth in this Section 3.12.

Employee Benefit Plans. (a) Company has listed on Schedule 2.13(a) hereto sets forth a true and complete list of each material OBC Plan. For purposes of this Section 2.13, the Company Disclosure Schedule all term "OBC Plan" means each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, medical, life or other insurance, profit-sharing, or pension plan, program, agreement or arrangement, and each other employee benefit plans ("EMPLOYEE BENEFIT PLANS")plan, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974program, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus agreement or deferred bonus arrangement, any arrangement providing termination allowancesponsored, severance maintained or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company OBC or by any entity thattrade or business, whether or not incorporated, that together with Company as of the relevant measuring date under ERISA, is or was required to OBC would be treated as deemed a "single employer employer" under Section 414 of the Code (an "ERISA AFFILIATEAffiliate") for the benefit of any employee or under which Company director or former employee or former director of OBC or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS")OBC. (b) A With respect to each of the material OBC Plans, OBC has made available to FESC true and complete copy copies of each written Employee Benefit of the following documents: (a) the OBC Plan that covers employees or former employees of Company or any ERISA Affiliateand related documents (including all amendments thereto); (b) the most recent annual reports, includingfinancial statements, and actuarial reports, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, any; (c) the most recent summary plan description (including any summaries description, together with each summary of material modifications), required under ERISA with respect to such OBC Plan; and (d) the most recent determination letter received from the IRS determination letter, if applicable, and with respect to each OBC Plan that is intended to be qualified under the most recent actuarial report or valuation, if applicableCode. (c) Except as set forth on No liability under Title IV of ERISA has been incurred by OBC or any ERISA Affiliate of OBC since the Company Disclosure Schedule:effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to OBC or any ERISA Affiliate of OBC of incurring a liability under such Title, other than liability for premium payments to the Pension Benefit Guaranty Corporation, which premiums have been or will be paid when due. (id) Neither Company OBC nor any ERISA Affiliate sponsors of OBC, nor any of the OBC Plans, nor any trust created thereunder, nor any trustee or administrator thereof has previously sponsoredengaged in a prohibited transaction (within the meaning of Section 406 of ERISA and Section 4975 of the Code) in connection with which OBC or any ERISA Affiliate of OBC could, maintainedeither directly or indirectly, contributed incur a material liability or cost. (e) Full payment has been made, or will be made in accordance with Section 404(a)(6) of the Code, of all amounts that OBC or any ERISA Affiliate of OBC is required to pay under Section 412 of the Code or incurred an obligation under the terms of the OBC Plans. (f) As of the Closing Date, the then fair market value of the assets held under each OBC Plan that is subject to contribute to any Employee Benefit Plan regulated under Title IV of ERISAERISA will be sufficient so as to permit a "standard termination" of each such OBC Plan under Section 4042(b) of ERISA without the need to make any additional contributions to such OBC Plans. No reportable event under Section 4043 of ERISA has occurred or will occur with respect to any OBC Plan on or before the Closing Date other than any reportable event occurring by reason of the transactions contemplated by this Agreement or a reportable event for which the requirement of notice to the PBGC has been waived. (g) Except as Previously Disclosed, including any none of the OBC Plans is a "multi-employer multiemployer pension plan," as such term is defined in Sections Section 3(37) and 4001(a)(3) of ERISA;, a "multiple employer welfare arrangement," as such term is defined in Section 3(40) of ERISA, or a single employer plan that has two or more contributing sponsors, at least two of whom are not under common control, within the meaning of Section 4063(a) of ERISA. (iih) neither Company nor any ERISA Affiliate sponsors or A favorable determination letter has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of been issued by the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except Internal Revenue Service with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan the each of the OBC Plans that covers or has covered employees or former employees of Company and is intended to qualify under be "qualified" within the meaning of Section 401(a) of the Code to the effect that such plan is so qualified and each trust established pursuant to each such Employee OBC Plan satisfies the requirements of Section 401(a) of the Code in all material respects. Each of the OBC Plans that is intended to qualify under satisfy the requirements of Section 501(a125 or 501(c)(9) of the Code is satisfies such requirements in all material respects. Each of the subject of a favorable determination letter from the IRS, a copy of which OBC Plans has been delivered operated and administered in all material respects in accordance with its terms and applicable laws, including but not limited to Parent, ERISA and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan;Code. (vi) Company and the ERISA Affiliates have made There are no actions, suits or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of CompanyOBC, threatenedthreatened or anticipated (other than routine claims for benefits) against any OBC Plan, alleging any breach of the terms assets of any Employee OBC Plan or against OBC or any ERISA Affiliate of any fiduciary duty thereunder or violation of any applicable law OBC with respect to any such Employee OBC Plan. There is no judgment, decree, injunction, rule or order of any court, governmental body, commission, agency or arbitrator outstanding against or in favor of any OBC Plan or any fiduciary thereof (other than those that do not haverules of general applicability). There are no pending or threatened audits, and are not reasonably likely to haveexaminations or investigations by any governmental body, a Company Material Adverse Effectcommission or agency involving any OBC Plan. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (ej) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its SubsidiariesPreviously Disclosed, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee or director of OBC or any ERISA Affiliate of OBC to severance pay, unemployment compensation or any similar payment, or (ii) accelerate the value time of payment or vesting, or increase the amount, of any of compensation due to any such current or former employee or director, or (iii) renew or extend the benefits of which will be calculated on the basis term of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement agreement regarding compensation for any such current or the consummation of the transactions contemplated hereunder will trigger any "change of control" former employee or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Scheduledirector.

Employee Benefit Plans. (a) Company has listed on Section 4.11(a) of the Company Disclosure Schedule all sets forth a true and complete list of each material employee benefit plans plan, arrangement, policy, program or agreement and any amendments or modifications thereof ("EMPLOYEE BENEFIT PLANS")including any stock purchase, as defined in Section 3(3) of stock option, stock incentive, severance, employment, change-in-control, health/welfare plans, fringe benefit, bonus, incentive, deferred compensation, retiree medical or life insurance, pension and other agreements, programs, policies and arrangements, whether formal or informal, oral or written, whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) that is sponsored, and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus maintained or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur for the benefit of any liability, and (ii) which cover the employees, former employees, directors current or former directors employee, officer or director of the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate has or could have any material obligation ("EMPLOYEE PLANS"collectively, the “Company Benefit Plans”). (b) A true The Company has made available to Parent complete and complete copy accurate copies of (i) the most recent annual report on Form 5500 required to have been filed with the IRS for each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, including all schedules thereto; (ii) the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicableany, and from the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the IRS for any Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code Code; (iii) the plan documents and summary plan descriptions of each trust established pursuant to each such Employee Company Benefit Plan, or a written description of the terms of any Company Benefit Plan that is not in writing; (iv) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; (v) any notices to or from the IRS or U.S. Department of Labor relating to any material compliance issues in respect of any Company Benefit Plan; and (vi) with respect to each Foreign Plan, 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 (ii) above issued by a Governmental Entity relating to the satisfaction of Laws necessary to obtain the most favorable Tax treatment. (c) No Company Benefit Plan (i) is a “multiemployer plan” as defined in Sections 3(37) of ERISA, (ii) is subject to the funding requirements of Section 412 of the Code or Title IV of ERISA, or (iii) provides for post-retirement medical, life insurance or other welfare-type benefits (other than as required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or under a similar state Law). (d) The Company Benefit Plans and their related trusts intended to qualify under Section Sections 401 and 501(a) of the Code is the are subject of a to current favorable determination letter or opinion letters from the IRSIRS and, a copy to the Knowledge of which has been delivered to Parent, and to the Company's knowledge, nothing has occurred which since the date of such determination or opinion letter that is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee qualified status of such Company Benefit Plans. No Pension Plan subject to Section 412 . (e) The Company Benefit Plans have been maintained and administered in all material respects in accordance with their terms and applicable Law, including the applicable provisions of ERISA and the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" Code. (as defined in said Sectionf) There are no suits, Actions, disputes, claims (other than routine claims for benefits), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legalarbitrations, administrative or other proceeding proceedings pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan or governmental investigation any related trust or audit pendingother funding medium thereunder or with respect to the Company as the sponsor or fiduciary thereof or with respect to any other fiduciary thereof. (g) Neither the Company nor any Company Subsidiary is a party to any Contract, agreement, plan or arrangement covering any employee or former employee thereof that, individually or collectively, could give rise to imposition of any excise Tax or the payment of any amount that would not be deductible by reason of Section 280G of the Code. Except as set forth on Section 4.11(g) of the Company Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of additional subsequent events) (i) result in any payment of severance or other compensation becoming due to any current or former employee or independent contractor, (ii) increase any benefits under any Company Benefit Plan, or (iii) result in the acceleration of the time of payment, vesting or funding of any benefits under any Company Benefit Plan. (h) Except as set forth on Section 4.11(h) of the Company Disclosure Schedule, the Company is not party to any “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance promulgated thereunder. The Company is not a party to, or otherwise obligated under, any agreement that provides for a gross up of Taxes imposed by Section 409A of the Code. Each such nonqualified deferred compensation plan has been operated in material compliance with Section 409A of the Code. No Company Stock Option or other right to acquire Company Common Stock or other equity of the Company (i) has been issued with an exercise price less than the fair market value of the underlying equity as of the date that such option or right was granted; (ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or right; (iii) has been granted after December 31, 2004, with respect to any class of capital stock of the Company that is not “service recipient stock” (within the meaning of applicable regulations under Section 409A of the Code); or (iv) has failed to be properly accounted for in accordance with GAAP in the Company’s financial statements. (i) None of the Company, any Company Subsidiary, or, to the knowledge Knowledge of the Company, threatenedany of their respective directors, alleging any breach of the terms of any Employee Plan officers, employees or of any fiduciary duty thereunder or violation of any applicable law agents has, with respect to any Company Benefit Plan, engaged in or been a party to any non-exempt “prohibited transaction,” as such Employee term is defined in Section 4975 of the Code or Section 406 of ERISA, which could reasonably be expected to result in the imposition of a material penalty assessed pursuant to Section 502(i) of ERISA or a material Tax imposed by Section 4975 of the Code, in each case applicable to the Company, any Company Subsidiary or any Company Benefit Plan or for which the Company or any Company Subsidiary has any indemnification obligation. (j) All material required contributions, premiums and other than those that do not havepayments required to be made with respect to any Company Benefit Plan have been timely made, accrued or reserved for. (k) All individuals providing services to the Company or any Company Subsidiary who are classified as independent contractors have been properly classified as independent contractors for purposes of federal and are applicable state Tax Laws, Laws applicable to employee benefits and other applicable Laws, except as would not reasonably likely be expected to have, result in a Company Material Adverse Effect. (dl) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which each Company could be subject to any liability Benefit Plan that is reasonably likely to have a Company Material Adverse Effect under ERISA, maintained outside of the Code or any other applicable law.United States substantially for employees who are situated outside the United States (the “Foreign Plans”): (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer all employer and employee contributions to each Foreign Plan required by Law or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or by the terms of which are materially alteredsuch Foreign Plan have been made, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreementor, or if applicable, accrued in accordance with normal accounting practices; (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any to the Knowledge of the benefits Company, (A) the fair market value of which will be increased, the assets of each funded Foreign Plan and the liability of each insurer for any Foreign Plan funded through insurance or the vesting book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the benefits of which will be acceleratedClosing Date, by with respect to all current or former participants in such Foreign Plan according to the occurrence of any of the transactions actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan, and (B) no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) to the value of any Knowledge of the benefits of which will Company, each Foreign Plan required to be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth registered has been registered and has been maintained in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation good standing with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleGovernmental Entities.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all 4.22 contains a correct and complete list identifying each material “employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA"), and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowanceeach employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) 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 equity compensation planself-insured arrangements), any deferred compensation planhealth or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and any compensation policy post-employment or practice retirement benefits ("BENEFIT ARRANGEMENTS") (iincluding compensation, pension, health, medical or life insurance benefits) which are is maintained, contributed to administered or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur and covers any liability, and (ii) which cover the employees, former employees, directors employee or former directors employee of the Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees its Subsidiaries, or former employees of with respect to which the Company or any ERISA Affiliateof its Subsidiaries has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Parent together with the most recent annual report (Form 5500 including, if applicable, each amendment thereto Schedule B thereto) and tax return (Form 990) prepared in connection with any trust agreementsuch plan or trust. Such plans are referred to collectively herein as the “Employee Plans.” (b) Neither the Company nor any ERISA Affiliate nor any predecessor thereof sponsors, insurance contract, collective bargaining agreementmaintains or contributes to, or other funding has in the past sponsored, maintained or investment arrangements contributed to, any Employee Plan subject to Title IV of ERISA. (c) Neither the Company nor any ERISA Affiliate nor any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”). (d) Each Employee Plan which is intended to be qualified under Section 401(a) of the Code may rely on an opinion letter issued by the Internal Revenue Service for a prototype plan or has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the benefits under Internal Revenue Service, and the Company is not aware of any reason why any such Employee Benefit Plan, determination letter should be revoked or not be reissued. The Company has been made available to Parent. In addition, Parent copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Benefit Plan. Each Employee Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in material compliance with their terms, its terms and with the requirements prescribed by any and all applicable laws (statutes, orders, rules and regulations, including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required which are applicable to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law material events have occurred with respect to any such Employee Plan other than those that do not havecould result in payment or assessment by or against the Company of any material excise taxes under Sections 4972, and are not reasonably likely to have4975, a Company Material Adverse Effect. (d) With respect to 4976, 4977, 4979, 4980B, 4980D, 4980E or 5000 of the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawCode. (e) Except as set forth on The consummation of the transactions contemplated by this Agreement will not (either alone or together with any other event) entitle any employee or independent contractor of the Company Disclosure Schedule and or any of its Subsidiaries to bonus, severance or other pay or accelerate the time of payment or vesting of any benefit or trigger any funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any Employee Plan. (f) There is no contract, plan or arrangement (written or otherwise) covering any employee or former employee of the Company or any of its Subsidiaries that, individually or collectively, would entitle any employee or former employee to any severance or other payment solely as a result of the transactions contemplated hereby, or could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G or 162(m) of the Code. (g) Neither the Company nor any of its Subsidiaries has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current employees of the Company or its Subsidiaries except as disclosed in required to avoid excise tax under Section 4980B of the SEC Reports filed prior to Code. (h) Neither the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any oral collective bargaining agreement or written other contract or understanding with a labor union or organization. (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, To the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company Knowledge of the nature contemplated Company, there is no action, suit, investigation, audit or proceeding pending against, threatened against or involving any Employee Plan before any Governmental Authority. (j) The Company has provided Parent with a list and copies of each International Plan. Each International Plan has been maintained in substantial compliance with its terms and with the requirements prescribed by this Agreementany and all applicable statutes, or orders, rules and regulations (ii) agreement or plan, including any stock option planspecial provisions relating to qualified plans where such Plan was intended so to qualify) and has been maintained in good standing with applicable regulatory authorities. There has been no amendment to, stock appreciation right plan, restricted stock plan written interpretation of or stock purchase plan, any of the benefits of which will be increased, announcement (whether or the vesting of the benefits of which will be accelerated, not written) by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except relating to, or change in employee participation or coverage under, any International Plan that would increase materially the expense of maintaining such International Plan above the level of expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. According to the actuarial assumptions and valuations most recently used for the purpose of funding each International Plan (or, if the same has no such applicable agreements as set forth assumptions and valuations or is unfunded, according to actuarial assumptions and valuations in use by the PBGC on the date hereof), as of February 21, 2006, the total amount or value of the funds available under such Plan to pay benefits accrued thereunder or segregated in respect of such accrued benefits, together with any reserve or accrual with respect thereto, exceeded the present value of all benefits (actual or contingent) accrued as of such date of all participants and past participants therein in respect of which the Company Disclosure Scheduleor any of its Subsidiaries has or would have after the Effective Time any obligation. From and after the Effective Time, Parent and its Affiliates will get the full benefit of any such funds, accruals or reserves.

Employee Benefit Plans. (a) Company has listed on Section 5.11 of the Company Xxxxxx Disclosure Schedule Letter contains a list of all Xxxxxx Benefit Plans. The term "Xxxxxx Benefit Plans" means all material employee benefit plans (and other material benefit arrangements, including all "EMPLOYEE BENEFIT PLANS"), employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not U.S.-based plans, and all other material employee benefit, bonus, incentive, deferred compensation, stock option (or other equity-based), severance, employment, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit arrangements that are plans, practices or agreements, whether or not Employee Benefit Planssubject to ERISA or U.S.-based and whether written or oral, includingsponsored, but not limited to any arrangement providing insurance benefits, any incentive bonus maintained or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company Xxxxxx or any entity thatof its Subsidiaries, together with Company as to which Xxxxxx or any of its Subsidiaries is a party or is required to provide benefits under applicable law or in which any person who is currently, has been or, prior to the relevant measuring date under ERISAEffective Time, is or was required expected to be treated as become an employee of Xxxxxx is a single employer under Section 414 of participant. Xxxxxx will provide Edge, within 30 days after the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liabilitydate hereof, and (ii) which cover the employees, former employees, directors or former directors of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A with true and complete copy copies of the Xxxxxx Benefit Plans and, for each written Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, includingsuch plan, if applicable, each amendment thereto and any the most recent trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under all contracts relating to such Employee Benefit Plan, has been made available to Parent. In addition, plan with respect to each such Employee Benefit Plan to the extent applicablewhich Xxxxxx or any of its Subsidiaries may have liability (including, Company has delivered to Parent without limitation, insurance contracts, service provider contracts, subscription and participation agreements, and investment manager contracts), the most recently filed Federal Forms recent Form 5500, the most recent summary plan description (including any and all summaries of material modificationsmodifications subsequently prepared, the most recent funding statement, the most recent annual report and actuarial report (if applicable), the most recent IRS determination letter, letter (if applicable, and the most recent actuarial report or valuation, if applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and such plan is intended to qualify under Section 401(a) of the Code Code) and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable any subsequent determination letter from the IRSapplication, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent annual audited financial statements and opinion, the most recent annual and periodic accounting of plan year of assets, all material communications with any governmental entity or agency regarding such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effectall material employee communications regarding such plan. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all There are no "employee pension benefit plans ("EMPLOYEE BENEFIT PLANS"), plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or "multiemployer plans" as defined in Section 3(37) of ERISA, maintained or contributed to by Corvas or any trade or business (whether or not incorporated) (an "ERISA Affiliate") which is aggregated with Corvas pursuant to Section 414 of the Code for the benefit of its current or former employees. Corvas has set forth on Schedule 3.14 of the Corvas Disclosure Schedule all "employee benefit plans", as defined in Section 3(3) of ERISA, and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, welfare, severance, fringe benefit arrangements that are not Employee Benefit Plans, (including, but not limited to, benefits relating to any arrangement providing Company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance benefitsand other types of insurance), and other similar employee benefit plans, arrangements, and employment and consulting agreements, whether or not such plans, arrangements, or agreements are "employee benefit plans", written or otherwise, for the benefit of or relating to, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors current or former directors employee of Company Corvas or any ERISA Affiliate (together the "EMPLOYEE PLANSCorvas Employee Plans"). (b) A With respect to each Corvas Employee Plan, Corvas has made available to Dendreon a true and complete correct copy of each written Employee Benefit Plan (i) the annual report (Form 5500) for the most recent plan year that covers employees is filed with the Internal Revenue Service ("IRS") or former employees U. S. Department of Company or any ERISA Affiliate, includingLabor, if applicable, (ii) the current plan document and summary plan description, and all amendments thereto, for each amendment thereto such Corvas Employee Plan, (iii) each trust agreement and any trust agreement, insurance group annuity contract, collective bargaining agreementif any, or other funding or investment arrangements for the benefits under relating to such Corvas Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, (iv) the most recent summary plan description actuarial report or valuation relating to an Corvas Employee Plan subject to Title IV of ERISA, and (including any summaries of material modifications), v) the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if where applicable. (c) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Corvas Employee Plans, individually and in the aggregate, Corvas and its ERISA Affiliates are in full compliance with the applicable provisions of ERISA, the regulations and published authorities thereunder, and all other laws applicable with respect to all such Corvas Employee Plans, and no event has occurred, and to the knowledge of CompanyCorvas, there exists no condition or set of circumstances in connection with which Company Corvas could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect on Corvas, under ERISA, the Code Code, or any other applicable law. Corvas has classified all individuals who perform services for Corvas correctly under each Corvas Employee Plan, ERISA and the Code as common law employees, independent contractors or leased employees. Except to the extent required under Section 4980B of the Code, neither Corvas nor any ERISA Affiliate provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employees. (ed) Except as set forth With respect to the Corvas Employee Plans, individually and in the aggregate, there are no benefit obligations required to be funded for which contributions have not been made or properly accrued, and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles on the Company Disclosure Schedule and except financial statements of Corvas. Except as disclosed in the Corvas SEC Reports filed prior to the date of this Agreement, Agreement and except as provided for in this Agreement, neither Company Corvas nor any of its Subsidiaries ERISA Affiliate is a party to any oral or written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of Company or any of its SubsidiariesCorvas, the benefits of which are contingent, or the terms of which are materially altered, altered upon the occurrence of a transaction involving Company Corvas of the nature contemplated by this Agreement, (iii) agreement with any officer of Corvas providing any term of employment or compensation guarantee extending for a period longer than one year from the date hereof or for the payment of compensation in excess of $100,000 per annum, or (iiiv) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan plan, or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedule.

Employee Benefit Plans. (a) Company has listed on the Company Disclosure Schedule all Each employee benefit plans ("EMPLOYEE BENEFIT PLANS")plan, as defined in arrangement, or commitment of Seller or any of the Subsidiaries which is an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), including any “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) is listed in Seller Disclosure Schedule 3.8(a) and all each bonus, deferred compensation, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option plan or other material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation planemployment or severance contract, vacation benefit, life insurance, health and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) other medical benefits, employee assistance, disability insurance, sick leave, post-employment and all other types of fringe and employee benefits, under which are maintained, contributed to or required to be contributed to by Company either the Seller or any entity that, together with Company as of the relevant measuring date under ERISASubsidiaries has had, is has or was required to be treated as a single employer under Section 414 possesses any existing or future liability that covers current or former officers or employees of Seller or any of the Code Subsidiaries ("ERISA AFFILIATE"“Employees”) or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors current or former directors of Company Seller and any of the Subsidiaries, whether constituted as a plan, practice, arrangement or any ERISA Affiliate commitment, whether written or unwritten, whether qualified or non-qualified, and whether or not subject to ERISA, is listed in Seller Disclosure Schedule 3.8(a) ("EMPLOYEE PLANS"the “Seller Plans”). (b) A . Seller has furnished to Acquiror true and complete copy copies or descriptions of each written Employee Benefit Seller Plan that covers employees or former employees of Company or any ERISA Affiliate, includingtogether, if applicable, each amendment thereto with (i) all amendments, supplements, and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, and administrative policies related thereto; (ii) the most recent summary plan description for each such Seller Plan for which a summary plan description is required; (including iii) any summaries of material modifications), the most recent IRS determination letter, if applicable, and applicable trust agreement; (iv) the most recent actuarial report and financial reports or valuation, if applicable. audits; (cv) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor three most recent annual reports filed with any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISAGovernmental Entity, including any "multi-employer plan," as defined in Sections 3(37all schedules and attachments thereto; (vi) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors the most recent determination letter or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of ruling issued by the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except IRS with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee any Seller Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code (“Qualified Seller Plan”) and a description of any open requests for rulings or letters that pertain to any such Qualified Seller Plan; (vii) all registration statements filed with the Commission with respect to any Seller Plan; and (viii) any material written communications to or from the IRS or any other Governmental Entity with respect to any Seller Plan. (b) Except as disclosed in Seller Disclosure Schedule 3.8(b): (i) each trust established pursuant Seller Plan has been operated in compliance with the applicable provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder, and all other applicable governmental Laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996, the Age Discrimination in Employment Act of 1967, the Family and Medical Leave Act of 1994, the Americans With Disabilities Act, the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010; (ii) at all times after December 31, 2004, each such Employee Seller Plan that is intended to qualify under constitutes a plan of deferred compensation within the meaning of Section 501(a) 409A of the Code is has been operated in compliance in all material respects with the subject applicable provisions of Section 409A of the Code; (iii) each Qualified Seller Plan has received a favorable determination letter from the IRSIRS or is entitled to rely upon a letter issued to a prototype sponsor covering all required Tax Law provisions or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code and, a copy of which has been delivered to ParentSeller’s Knowledge, and to Company's knowledge, nothing no fact or event has occurred which is since the date of such letter that could reasonably likely be expected to impair such determination or otherwise materially adversely affect the tax-qualified status of such Employee any Qualified Seller Plan; ; (iv) all filings required by ERISA and the Code as to each Seller Plan have been timely filed, and all notices and disclosures to participants required by either ERISA or the Code, including notice by any Seller Plan grandfathered under the Patient Protection and Affordable Care Act have been timely provided; (v) Company no statement, either written or, to Seller’s Knowledge, oral, has been made by Seller or any of the Subsidiaries to any person with regard to any Seller Plan that was not in accordance with the Seller Plan or that could have a material adverse economic consequence to Acquiror; (vi) neither Seller nor any of the Subsidiaries has any liability to the IRS with respect to any Seller Plan, including any liability imposed by Chapter 43 of the Code, and no amount or any asset of any Seller Plan is subject to tax as unrelated business taxable income; (vii) as of the date hereof, there is no pending or, to Seller’s Knowledge, threatened claim, administrative proceeding or litigation relating to any Seller Plan except claims for benefits arising in the ordinary course of the administration of such plans; (viii) neither Seller nor any of the Subsidiaries has engaged in a transaction with respect to any Seller Plan subject to ERISA Affiliates have made (an “ERISA Plan”) that could subject Seller or will make when due full any of the Subsidiaries to a Tax or penalty imposed by either Section 4975 of the Code or Sections 502(i) and timely payment 4071 of all amounts ERISA; (ix) neither Seller nor any of the Subsidiaries has incurred a Tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA; (x) neither Seller nor any of its Subsidiaries has ever sponsored, maintained, or contributed to a plan, including any Seller Plan, which is a “defined benefit plan” within the meaning of Section 3(35) of ERISA or subject to Title IV of ERISA, and Seller has no Knowledge of any facts, circumstances, or reportable events that may give rise to any liability of Acquiror to the IRS or the Pension Benefit Guaranty Corporation under Title IV of ERISA; (xi) neither Seller nor any of the Subsidiaries has contributed to or been obligated to contribute to any “multi-employer plan” within the meaning of Section 3(37) of ERISA or a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (c) All contributions required to be contributed made by Seller or any of the Subsidiaries under the terms of each Employee Plan any Seller Plan, as of the date hereof, have been timely made, and applicable law or required to be paid as expenses all obligations and liabilities under such Employee Plan, unless such contributions or payments Seller Plans that have accrued but are not due have been made are immaterial reflected in amount and the failure accordance with GAAP on their financial statements referred to make such payments or contributions will not materially and adversely affect the Employee Plansin Section 3.4. No Seller Plan that is a Pension Plan subject to has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA, and neither Seller nor any of its Subsidiaries has incurred an outstanding funding waiver. It is not reasonably anticipated that required minimum contributions to any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as Seller Plan that is a Pension Plan under Section 412 of the last day Code will be materially increased by application of Section 412(l) of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging Code. Neither Seller nor any breach of the terms of any Employee Plan Subsidiaries has provided, or of any fiduciary duty thereunder or violation of any applicable law with respect is required to provide, security to any such Employee Pension Plan other than those that do not havepursuant to Section 401(a)(29) of the Code, and are not reasonably likely no such plan is or has been subject to have, a Company Material Adverse Effectany limitation on accelerated distributions or amendments under Section 436 of the Code. (d) With respect Except as disclosed in Seller Disclosure Schedule 3.8(d), neither Seller nor Seller Sub has any obligation to provide medical, health, dental, vision, life insurance, or disability benefits under any Seller Plan for any period after the Employee Planstermination of employment, individually and in the aggregate, no event has occurred, and to the knowledge except as may be required by Section 4980B of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or Section 601 of ERISA. Seller and each of the Subsidiaries may amend or terminate any health or life benefit plan maintained by Seller or such Subsidiary at any time without incurring any liability thereunder other applicable lawthan in respect of claims incurred prior to such amendment or termination. (e) There has been no amendment to, announcement by Seller or any of the Subsidiaries relating to, or change in employee participation or coverage under, any Seller Plan which would materially increase the expense of maintaining such Seller Plan above the level of the expense incurred therefor for the most recent fiscal year. Except as set forth on Seller Disclosure Schedule 3.8(e), neither the execution of this Agreement, approval of this Agreement by the stockholders of Seller or Seller Sub nor the consummation of the transactions contemplated hereby (individually or in conjunction with any other event) will (i) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits or increase in the amounts payable or result in any other material obligation pursuant to any Seller Plan; (ii) limit or restrict their right or, after the consummation of the transactions contemplated hereby, the right of Employer (as defined in Section 5.13(a)(1)) to merge, amend or terminate any Seller Plan; (iii) entitle any Employee to severance pay or any increase in severance pay upon any termination of employment after the date hereof; (iv) result in any payment under any Seller Plan which would not be deductible under Section 162(m) or Section 280G of the Code; or (vi) cause Seller or any of the Subsidiaries to record additional compensation expense on their income statements with respect to any outstanding stock option or other equity-based award. (f) Except as set forth on the Company Seller Disclosure Schedule 3.8(f), there are no outstanding compensatory equity awards, including, without limitation, any contracts or arrangements awarding stock options, stock appreciation rights, restricted stock, deferred stock, phantom stock or any other equity compensation to any employee, officer, director, consultant or other service provider of Seller or the Subsidiaries. With respect to the Seller Stock Options (i) the per share exercise price of all such options is equal to or greater than the fair market value (determined in accordance with Section 409A of the Code) of the underlying shares as of their effective grant date; and except as disclosed in the SEC Reports filed prior to (ii) all such options were granted either on the date of this Agreement, approval by the compensation committee of Seller’s board of directors or at a later date specified by such compensation committee. All members of Seller’s compensation committee meet the independence standards and except as provided for in this Agreement, neither Company nor any requirements of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its SubsidiariesNASDAQ, the benefits of which are contingent, or Commission and the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation with respect to any agreements with any officer or other key employee of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure ScheduleIRS.

Employee Benefit Plans. (a) Company Seller has listed on the Company Disclosure Schedule all provided to Buyer a list of and copies of each material “employee benefit plans ("EMPLOYEE BENEFIT PLANS")plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA"), and all other each material benefit arrangements that are not Employee Benefit Plans, including, but not limited to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowanceemployment, severance or similar contract, plan arrangement or policy and each other material plan or arrangement (written or oral) 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 equity compensation planself-insured arrangements), any deferred compensation planhealth or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and any compensation policy post-employment or practice retirement benefits ("BENEFIT ARRANGEMENTS") (iincluding compensation, pension, health, medical or life insurance benefits) which are is maintained, contributed to administered or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur and covers any liability, and Employee (iior any dependent or beneficiary thereof) which cover the employees, former employees, directors or any current or former directors director or independent contractor of any Company or any ERISA Affiliate Subsidiary ("EMPLOYEE PLANS")and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Buyer together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Form 990, if applicable, prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Employee Plans”. Schedule 3.20(a) contains a correct and complete list identifying each Employee Plan. (b) A true and complete copy None of each written Employee Benefit Plan that covers employees or former employees of Company the Companies, any ERISA Affiliate or any ERISA Affiliatepredecessor thereof sponsors, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreementmaintains or contributes to, or other funding has in the past sponsored, maintained or investment arrangements for the benefits under such contributed to, any Employee Benefit Plan, has been made available Plan subject to Parent. In addition, with respect to each such Employee Benefit Plan to the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries Title IV of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicableERISA. (c) Except as set forth on None of the Company Disclosure Schedule: (i) Neither Company nor Companies, any ERISA Affiliate sponsors or any predecessor thereof contributes to, or has previously sponsoredin the past contributed to, maintainedany multiemployer plan, contributed to or incurred an obligation to contribute to any Employee Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined in Sections Section 3(37) and 4001(a)(3) of ERISA;. (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (ivd) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify be qualified under Section 401(a) of the Code and each trust established pursuant is subject to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, Internal Revenue Service and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect amendments to any such Employee Plan other than those for which the remedial amendment period (as defined in Section 401(b) of the Code and applicable regulations) has expired are covered by a favorable determination letter from the Internal Revenue Service and, to the Knowledge of Seller, no fact or circumstance exists giving rise to a material likelihood that do such Employee Plan would not havebe treated as so qualified by the Internal Revenue Service. Seller has provided to Buyer copies of the most recent Internal Revenue Service determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by all applicable Laws (including but not limited to ERISA and the Code), except for such terms and requirements which have not had and which are not reasonably likely expected to have, individually or in the aggregate, a Company Material Adverse Effect. (de) With None of the Companies nor any Subsidiary has any current or projected liability in respect of post-employment or post-retirement health or medical or life insurance benefits for Employees, except as required to avoid excise tax under Section 4980B of the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable lawCode. (ef) Except as set forth on the Company Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement3.20(f), and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party no Employee will become entitled to any oral bonus, retirement, severance, job security or written (i) agreement with any officer or other key employee of Company similar benefit or any of its Subsidiaries, the benefits of which are contingent, accelerated or the terms of which are materially altered, upon the occurrence of enhanced payment or benefit as a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any result of the transactions contemplated by this Agreement. (g) There is no contract, plan or arrangement (written or otherwise) covering any Employee that, individually or collectively, would reasonably be expected to give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. (h) Any Employee Plan that has been adopted or maintained by any Company or any Subsidiary principally for the benefit of Employees outside the United States (“International Plan”) has been maintained in all material respects with its terms and conditions and in all material respects with all applicable Laws (including without limitation any special provisions relating to the tax status of contributions to, earnings of, or distributions from such International Plans where the applicable International Plan was intended to have such tax status). Except as set forth With respect to each International Plan, all employer and employee contributions have been made or, if applicable, accrued in accordance with applicable accounting practices. Each International Plan that is required to be registered with any governmental entity or regulatory authority has been so registered and has been maintained in good standing with all applicable governmental entities and regulatory authorities, except such terms, conditions and requirements which have not had and which are not reasonably expected to have, individually or in the Company Disclosure Scheduleaggregate, none a Material Adverse Effect. (i) There have been no prohibited transactions (within the meaning of Section 406 of ERISA or 4975 of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereunder will trigger any "change of control" or similar provisions resulting in the acceleration of benefits or compensation Code) with respect to any agreements Employee Plan. No fiduciary (within the meaning of Section 3(21) of ERISA) has any material liability for breach of fiduciary duty or for any other failure to act or comply in connection with the administration or investment of the assets of any officer such Employee Plan. There have been no acts or other key employee omissions by any person with respect to any Employee Plan that have given rise to, or could reasonably be expected to give rise, to any material liability under Section 502 of Company ERISA. (j) None of the Companies or any of its the Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedulemaintains or otherwise has any liability with respect to any deferred compensation, excess benefit or other non-qualified supplemental retirement plan, program or arrangements.

Employee Benefit Plans. (a) Company Buyer has listed on the Company Disclosure Schedule all employee benefit plans ("EMPLOYEE BENEFIT PLANS"), as defined disclosed in Section 3(35.14 (a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Buyer Disclosure Memorandum, and all other material benefit arrangements that are not Employee Benefit Plans, including, but not limited has delivered or made available to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") Buyer prior to the execution of this Agreement: (i) which are maintainedcopies of each Employee Benefit Plan currently adopted, contributed to maintained by, sponsored in whole or required to be in part by, or contributed to by Company any Buyer Entity or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover thereof for the benefit of employees, former employees, directors retirees, dependents, spouses, directors, independent contractors, or other beneficiaries or under which employees, retirees, former directors employees, dependents, spouses, directors, independent contractors, or other beneficiaries are eligible to participate; and (ii) a list of Company each Employee Benefit Plan that is not identified in (i) above (e.g., former Employee Benefit Plans) but for which the Buyer Entity or any ERISA Affiliate has or reasonably would have any material obligation or Liability ("EMPLOYEE PLANS"collectively, the “Buyer Benefit Plans”). Any of the Buyer Benefit Plans which is an “employee pension benefit plan,” as that term is defined in ERISA Section 3(2), is referred to herein as a “Buyer ERISA Plan.” (b) A true Buyer has delivered to Buyer prior to the execution of this Agreement: (i) all trust agreements or other funding arrangements for all Employee Benefit Plans; (ii) all determination letters, rulings, opinion letters, information letters or advisory opinions issued by the IRS, the DOL or the Pension Benefit Guaranty Corporation during this calendar year or any of the preceding three (3) calendar years; (iii) any filing or documentation (whether or not filed with the IRS) where corrective action was taken in connection with the IRS EPCRS program set forth in Revenue Procedure 2001-17 (or its predecessor or successor rulings); (iv) annual reports or returns, audited or unaudited financial statements, actuarial reports and complete copy of each written valuations prepared for any Employee Benefit Plan that covers employees or former employees of Company or any ERISA Affiliate, including, if applicable, each amendment thereto and any trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such Employee Benefit Plan, has been made available to Parent. In addition, with respect to each such Employee Benefit Plan to current plan year and the extent applicable, Company has delivered to Parent the most recently filed Federal Forms 5500, three (3) preceding plan years; (v) the most recent summary plan descriptions and any material modifications thereto; and (vi) descriptions of any unwritten Employee Benefit Plan, including a description (including of any summaries material terms of material modifications), the most recent IRS determination letter, if applicable, and the most recent actuarial report or valuation, if applicablesuch plan. (c) Except as disclosed in Section 5.14(c) of the Buyer Disclosure Memorandum, each Buyer Benefit Plan is in compliance in all material respects with the terms of such Buyer Benefit Plan, in compliance with the applicable requirements of the Internal Revenue Code, applicable requirements of ERISA, and with any other applicable Laws. Each Buyer ERISA Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS that is still in effect and applies to the Buyer ERISA Plan as amended and as administered or, within the time permitted under Internal Revenue Code Section 401(b), has timely applied for a favorable determination letter which when issued will apply retroactively to the Buyer ERISA Plan as amended and as administered. Buyer is not aware of any circumstances likely to result in revocation of any such favorable determination letter. Buyer has not received any communication (written or unwritten) from any government agency questioning or challenging the compliance of any Buyer Benefit Plan with applicable Laws. No Buyer Benefit Plan is currently being audited by a governmental agency for compliance with applicable Laws or has been audited with a determination by the governmental agency that the Employee Benefit Plan failed to comply with applicable Laws. (d) There has been no oral or written representation or communication with respect to any aspect of the Buyer Benefit Plans made to employees of Buyer which is not in accordance with the written or otherwise preexisting terms and provisions of such Buyer Benefit Plans. To the Knowledge of Buyer, neither the Buyer nor any administrator or fiduciary of any Buyer Benefit Plan (or any agent of any of the foregoing) has engaged in any transaction, or acted or failed to act in any manner, which could subject Buyer or Buyer to any direct or indirect Liability (by indemnity or otherwise) for breach of any fiduciary, co-fiduciary or other duty under ERISA. There are no unresolved claims or disputes under the terms of, or in connection with, the Buyer Benefit Plans other than claims for benefits which are payable in the ordinary course of business and there are no pending or, to the Knowledge of Buyer, threatened actions, proceedings, prosecutions, inquiries, hearings or investigations against or relating to the assets of any of the trusts under such Buyer Benefit Plans, the Buyer Benefit Plan sponsor, Buyer Benefit Plan administrator, or any fiduciary of any Buyer Benefit Plan, or otherwise relating to any Buyer Benefit Plan. (e) All Buyer Benefit Plan documents and annual reports or returns, audited or unaudited financial statements, actuarial valuations, summary annual reports, and summary plan descriptions issued with respect to the Buyer Benefit Plans are materially correct and complete, have been timely filed with the IRS, the DOL or distributed to participants of the Buyer Benefit Plans (as required by Law), and there have been no changes in the information set forth on the Company Disclosure Schedule:therein. (if) To the Knowledge of Buyer, no “party in interest” (as defined in Section 3(14) of ERISA) or “disqualified person” (as defined in Section 4975(e)(2) of Internal Revenue Code) of any Buyer Benefit Plan has engaged in any nonexempt “prohibited transaction” (described in Section 4975(c) of the Internal Revenue Code or Section 406 of ERISA). (g) Neither Company Buyer nor any ERISA Affiliate sponsors or has previously ever sponsored, maintained, contributed to or incurred an had any obligation to contribute to any Employee Benefit Plan regulated under a plan or arrangement that is: (i) subject to Title IV of ERISA, including any "multi-employer plan," as defined in Sections ; (ii) a multiemployer plan within the meaning of Section 3(37) and 4001(a)(3) of ERISA; ; (iiiii) neither Company nor maintained in connection with any trust described in Section 501(c)(9) of the Code; (iv) subject to the minimum funding standards of ERISA Affiliate sponsors Section 302 or has previously sponsored, maintained, contributed to Internal Revenue Code Section 412; or incurred an obligation to contribute to any Employee (v) a post-termination health or welfare benefit arrangement or plan other than as required by COBRA or similar state law. No Buyer Benefit Plan that provides is a health or will provide benefits described welfare benefit plan is self-insured. (h) Except as disclosed in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a5.14(h) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, as of the last day of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company could be subject to any liability that is reasonably likely to have a Company Material Adverse Effect under ERISA, the Code or any other applicable law. (e) Except as set forth on the Company Buyer Disclosure Schedule and except as disclosed in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this AgreementMemorandum, neither Company nor any of its Subsidiaries is a party to any oral or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement. Except as set forth in the Company Disclosure Schedule, none of the execution and delivery of this Agreement or nor the consummation of the transactions contemplated hereunder will trigger hereby will: (i) result in any "change material payment (including severance, unemployment compensation, golden parachute, or otherwise) becoming due to any director or any employee of control" any Buyer Entity from any Buyer Entity under any Buyer Benefit Plan or similar provisions resulting otherwise; (ii) materially increase any benefits otherwise payable under any Buyer Benefit Plan; or (iii) result in the any acceleration of benefits the time of payment or vesting of any such benefit. (i) Except as disclosed in Section 5.14 (i) of the Buyer Disclosure Memorandum, each “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) has been operated since January 1, 2011 in good faith compliance with respect Section 409A of the Code and IRS Notice 2005-1 and no nonqualified deferred compensation plan has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after December 31, 2014. Each Buyer Option was originally granted with an exercise price that the Board of Directors of Buyer in good faith, based on a reasonable valuation method, determined to any agreements with any officer or other key employee be equal to the fair market value of Company or any of its Subsidiaries except for such applicable agreements as set forth on the Company Disclosure Schedulea Buyer Common Stock.

Employee Benefit Plans. (a) Company has listed on Section 4.8(a) of the Company Parent Disclosure Schedule all Letter sets forth a true and complete list of each "employee benefit plans ("EMPLOYEE BENEFIT PLANS"), plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ERISA and all any other material benefit arrangements that are not Employee Benefit Plansplan, includingpolicy, but not limited program, practice, agreement, understanding or arrangement providing compensation or other benefits to any arrangement providing insurance benefits, any incentive bonus or deferred bonus arrangement, any arrangement providing termination allowance, severance or similar benefits, any equity compensation plan, any deferred compensation plan, and any compensation policy or practice ("BENEFIT ARRANGEMENTS") (i) which are maintained, contributed to or required to be contributed to by Company or any entity that, together with Company as of the relevant measuring date under ERISA, is or was required to be treated as a single employer under Section 414 of the Code ("ERISA AFFILIATE") or under which Company or any ERISA Affiliate may incur any liability, and (ii) which cover the employees, former employees, directors current or former directors director, officer, employee or consultant (or to any dependent or beneficiary thereof) of Company or any ERISA Affiliate ("EMPLOYEE PLANS"). (b) A true and complete copy of each written Employee Benefit Plan that covers employees or former employees of Company Parent or any ERISA Affiliate, which are now, or with respect to any plan intended to be qualified under 401(a) of the Code, were within the past 6 years, maintained, sponsored or contributed to by Parent or any ERISA Affiliate, or under which Parent or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, if applicablewithout limitation, all material 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 "employee benefit plan" as defined in Section 3(3) of ERISA and each amendment thereto and any trust other material plan, policy, program, practice, agreement, insurance contractunderstanding or arrangement providing compensation or other benefits to any current or former director, collective bargaining agreementofficer, employee or consultant (or to any dependent or beneficiary thereof) of Parent or any ERISA Affiliate, which are now, or were within the past 6 years, maintained, sponsored or contributed to by Parent or any ERISA Affiliate, or under which Parent or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all material incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other funding stock-based compensation plans, policies, programs, practices or investment arrangements for is hereinafter referred to as a "Parent Benefit Plan". Neither Parent, nor to the benefits under such Employee Knowledge of Parent, any other person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Parent Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code, the Health Insurance Portability and Accountability Act or any other applicable law. Parent has been delivered or made available to Parent. In additionthe Company true, correct and complete copies of all Parent Benefit Plans (or, if not so delivered, has delivered or made available to the Company a written summary of their material terms), and, with respect to each such Employee Benefit Plan to thereto, all amendments, trust agreements, insurance Contracts, other funding vehicles, determination letters issued by the extent applicable, Company has delivered to Parent United States Internal Revenue Service (the most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications"IRS"), the most recent IRS determination letter, if applicableannual reports (Form 5500 series) filed with the IRS, and the most recent actuarial report or valuation, if applicableother financial statement relating to such Parent Benefit Plan. (cb) Except as set forth on the Company Disclosure Schedule: (i) Neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Each Parent Benefit Plan regulated under Title IV of ERISA, including any "multi-employer plan," as defined has been administered in Sections 3(37) and 4001(a)(3) of ERISA; (ii) neither Company nor any ERISA Affiliate sponsors or has previously sponsored, maintained, contributed to or incurred an obligation to contribute to any Employee Benefit Plan that provides or will provide benefits described all material respects in Section 3(1) of ERISA to any former employee or retiree of Company or any ERISA Affiliate, except as required under Part 6 of Title I of ERISA and Section 4980B of the Code; (iii) (A) all Employee Plans that cover or have covered employees or former employees of Company have been maintained and operated, and currently are, in compliance accordance with their terms, the requirements prescribed by any its terms and all applicable laws (Laws, including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and (B) Company and the ERISA Affiliates have performed all obligations contributions required to be performed by them under and are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans, except with respect to both clauses (A) and (B), where non-compliance, non-performance, default or violation are not reasonably likely to have a Company Material Adverse Effect; (iv) Each Employee Plan that covers or has covered employees or former employees of Company and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to Parent, and to Company's knowledge, nothing has occurred which is reasonably likely to impair such determination or otherwise adversely affect the tax-qualified status of such Employee Plan; (v) Company and the ERISA Affiliates have made or will make when due full and timely payment of all amounts required to be contributed under the terms of each Employee Plan and applicable law or required to be paid as expenses under such Employee Plan, unless such contributions or payments that have not been made are immaterial in amount and the failure to make such payments or contributions will not materially and adversely affect the Employee Plans. No Pension Plan subject to Section 412 any of the Code has incurred any "ACCUMULATED FUNDING DEFICIENCY" (as defined in said Section), whether or not material, Parent Benefit Plans as of the last day date of the most recent plan year of such plan; and (vi) other than claims for benefits in the ordinary course, there is no claim, suit, action, dispute, arbitration or legal, administrative or other proceeding or governmental investigation or audit pending, or, to the knowledge of Company, threatened, alleging any breach of the terms of any Employee Plan or of any fiduciary duty thereunder or violation of any applicable law with respect to any such Employee Plan other than those that do not have, and are not reasonably likely to have, a Company Material Adverse Effect. (d) With respect to the Employee Plansthis Agreement have been timely made. Except as would not, individually and or in the aggregate, have a Parent Material Adverse Effect, (i) with respect to the Parent Benefit Plans, no event has occurredoccurred and, and to the knowledge Knowledge of CompanyParent, there exists no condition or set of circumstances in connection with which Company Parent could reasonably be expected to be subject to any material liability that is reasonably likely to have a Company Material Adverse Effect (other than for routine benefit liabilities) under the terms of, or with respect to, such Parent Benefit Plans, ERISA, the Code or any other applicable lawLaw, and (ii) neither Parent nor any ERISA Affiliate has any liability under ERISA Section 502. (c) Each Parent Benefit Plan that is intended to be qualified under Section 401(a) of the Code has obtained or is the subject of a favorable determination letter from the IRS that the Parent Benefit Plan is so qualified and all related trusts are exempt from U.S. federal income taxation under Section 501(a) of the Code, and, to the Knowledge of Parent, nothing has occurred, whether by action or by failure to act, which could be reasonably expected to cause the loss of such qualification or exemption. Except as would not reasonably be expected to result in material liability to Parent or a Parent ERISA Affiliate, (i) to the Knowledge of Parent there has been no prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code and other than a transaction that is exempt under a statutory or administrative exemption) with respect to any Parent Benefit Plan, (ii) no suit, administrative proceeding, action or other litigation has been brought, or to the Knowledge of Parent is threatened, against or with respect to any such Parent Benefit Plan, including any audit or inquiry by the IRS or United States Department of Labor (other than routine benefits claims), (iii) none of the assets of Parent or any Parent ERISA Affiliate is, or may reasonably be expected to become, the subject of any lien arising under ERISA or Section 412(n) of the Code, (iv) all Tax, annual reporting and other governmental filings required by ERISA and the Code have been timely filed with the appropriate Governmental Entity and all notices and disclosures have been timely provided to participants, (v) all contributions and payments to each Parent Benefit Plan are deductible under applicable Code sections including, as applicable, sections 162 or 404, and (vi) no excise Tax could be imposed upon Parent under Chapter 43 of the Code. (d) Neither Parent nor any of its ERISA Affiliates sponsors, maintains, contributes to or has an obligation to contribute to, or has sponsored, maintained, contributed to or had an obligation to contribute to, any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code, or any "multiemployer plan" as defined in Section 3(37) of ERISA. (e) Except as set forth on the Company Disclosure Schedule and except as disclosed No amount that could be received (whether in the SEC Reports filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Company nor any of its Subsidiaries is a party to any oral cash or written (i) agreement with any officer or other key employee of Company or any of its Subsidiaries, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving Company of the nature contemplated by this Agreement, or (ii) agreement or plan, including any stock option plan, stock appreciation right plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, property or the vesting of property), in connection with the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any consummation of the transactions contemplated by this Agreement. , by any employee, officer or director of Parent or any of its Subsidiaries who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any Parent Benefit Plan or otherwise may be characterized as an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code). (f) Except as set forth required by Law, no Parent Benefit Plan provides any of the following retiree or post-employment benefits to any person: medical, disability or life insurance benefits. Parent and each ERISA Affiliate are in compliance with (i) the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations (including proposed regulations) thereunder and any similar state Law, and (ii) the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations (including the proposed regulations) thereunder, except as would not be reasonably expected to result in material liability to Parent or a Parent ERISA Affiliate. (g) Neither Parent nor any of its Subsidiaries, sponsors, contributes to or has any liability with respect to any employee benefit plan, program or arrangement that provides benefits to non-resident aliens with no United States source income outside of the United States. (h) Parent has delivered to the Company accurate W-2 information for the executive officers of Parent for the 2000 and 2001 calendar years. (i) Neither Parent nor any Parent Subsidiary is a party to or otherwise bound by any collective bargaining Contract with a labor union or labor organization, nor is any such Contract presently being negotiated. (j) Parent has identified in Section 4.8(j) of the Parent Disclosure ScheduleLetter and has made available to the Company true and complete copies of (i) all severance and employment agreements with directors, none officers or employees of or consultants to Parent or any Parent Subsidiary, (ii) all severance programs and policies of each of Parent and each Parent Subsidiary with or relating to its employees, and (iii) all plans, programs, agreements and other arrangements of each of Parent and each Parent Subsidiary with or relating to its directors, officers, employees or consultants which contain change in control provisions. Neither the execution and delivery of this Agreement or other related agreements, nor the consummation of the transactions contemplated hereunder hereby or thereby will trigger (either alone or in conjunction with any "change other event, such as termination of control" employment) (i) result in any payment (including, without limitation, severance, unemployment compensation, parachute or similar provisions resulting otherwise) becoming due to any director or any employee of Parent or any Parent Subsidiary or Affiliate from Parent or any Parent Subsidiary or Affiliate under any Parent Benefit Plan or otherwise, (ii) significantly increase any benefits otherwise payable under any Parent Benefit Plan or (iii) result in the any acceleration of benefits the time of payment or compensation with respect to vesting of any agreements with any officer or other key employee of Company or any of its Subsidiaries benefits, except for such as may be required by applicable agreements as set forth on the Company Disclosure Schedulelaw.