Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each of the Benefit Plans, Seller has made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth 4.17 contains a true and complete list of each materialmaterial bonus, written profit-sharingdeferred compensation, incentive compensation, stock purchase, stock option, restricted stock optionseverance, deferred compensationchange-in-control, or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any Company Conveyed Entity, any Subsidiary thereof or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with any Conveyed Entity would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of any Conveyed Entity, Subsidiary thereof or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ERISA Affiliate (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule 4.17 identifies each of the Benefit Plans which constitutes that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Section 3(3Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the Employee Retirement Income Security Act of 1974"ERISA Plans"). No Conveyed Entity, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company Subsidiary thereof or any Company Subsidiary. None of the Companies or Company Subsidiaries ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan that would affect any employee or former employee of any Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate except to the extent that any such creation, modification or change could not, individually or in the aggregate, reasonably be expected to result in a material liability of a Conveyed Entity or any of its Subsidiaries. (b) With respect to each of the Benefit Plans, Seller has made available the Conveyed Entities have heretofore delivered to Buyer Republic and the Republic Subsidiaries true and complete copies of each of the following documents, if applicable: : (i) a copy of the plan document Plan documents (including all amendments thereto); ) for each written Plan; (ii) trust documents and insurance contracts; a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last three Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each such Plan for the last two yearsthree Plan years ending prior to the date of this Agreement; (iv) a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, required under ERISA with respect to such Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; ; (vi) all contracts relating to the Plans with respect to which any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate may have any material liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" Code. (c) Except as defined in Rev. Proc. 93-39)set forth on Schedule 4.17, and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject no liability under Title IV of ERISA has been incurred by any Company Conveyed Entity, Subsidiary thereof or any Company ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate of incurring a material liability under such Title, other than liability for premiums due the Pension Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount Guaranty Corporation ("PBGC"), which could be material. No action has payments have been taken made when due with respect to any ERISA Plan. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the Benefit ERISA Plans but also with respect to either terminate any employee benefit plan, program, agreement or arrangement subject to Title IV of such Benefit Plans ERISA to which any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate made, or was required to cause distributionsmake, other than in contributions during the Ordinary Course of Business to participants under such Benefit Planspast six years. (d) No Benefit Plan isExcept as set forth on Schedule 4.17, and no benefit plan as of any entity which is considered one employer with any Company or any Company Subsidiary under the date hereof, the PBGC has not instituted proceedings pursuant to Section 4001 4042 of ERISA or Section 414 to terminate any of the Code isERISA Plans subject to Title IV of ERISA and, or has been for to the past six yearsKnowledge of the Shareholders and the Conveyed Entities, no condition exists that presents a material risk that such proceedings will be instituted by the PBGC. (e) With respect to each of the ERISA Plans that is subject to Title IV of ERISA. No notice , the present value of a "reportable event"accumulated benefit obligations under such plan, within as determined by the meaning Plan's actuary based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such plan's actuary with respect to such plan, did not, as of Section 4043 its latest valuation date, exceed the then current value of ERISA for which the 30-day reporting requirement has not been waived, has been required assets of such plan allocable to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statementssuch accumulated benefit obligations. (f) Except as set forth in on Schedule 3.10(f) 4.17, as of the Disclosure Scheduledate hereof, none of the Companies nor Conveyed Entities or Subsidiaries thereof, the ERISA Plans or any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as trust created thereunder nor, to the Knowledge of the date hereof by each Company Shareholders and each Company the Conveyed Entities, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which any Conveyed Entity, or any Subsidiary in respect thereof could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of such obligations as ERISA or a tax imposed pursuant to Sections 4975(a) or (b), 4976 or 4980B of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderCode. (g) Except as otherwise set forth on Schedule 4.17, as of the date hereof, all contributions and premiums which any Conveyed Entity or Subsidiary thereof or, to the Knowledge of the Shareholders and the Conveyed Entities, any ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code have, to the extent due, been paid in Schedule 3.10(gfull or properly recorded on the financial statements or records of the Conveyed Entities and their Subsidiaries except to the extent that the failure to make any such contribution or pay any such premium could not, individually or in the aggregate, reasonably be expected to result in a material liability to the Conveyed Entities and their Subsidiaries taken as a whole; and none of the ERISA Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as deemed in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the date of this Agreement. No Lien has been imposed under Section 412(n) of the Disclosure ScheduleCode or Section 302(f) of ERISA on the assets of any Conveyed Entity, Subsidiary thereof or any ERISA Affiliate and no event or circumstance has occurred that is reasonably likely to result in the imposition of any such Lien on any such assets on account of any ERISA Plan. (h) Except as otherwise set forth on Schedule 4.17, as of the date hereof, with respect to any ERISA Plan that is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, (i) neither a Conveyed Entity, any Subsidiary thereof nor any ERISA Affiliate has since June 30, 1996, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively deemed in Sections 4203 and 4205 of ERISA, (ii) to the Knowledge of the Shareholders and the Conveyed Entities, no event has occurred that presents a material risk of a partial withdrawal, (iii) to the Knowledge of the Shareholders and the Conveyed Entities, neither a Conveyed Entity, any Subsidiary thereof or any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan will go into reorganization, and (iv) to the execution Knowledge of this Agreement nor the Shareholders and the Conveyed Entities, the aggregate withdrawal liability of the Conveyed Entities, Subsidiaries thereof and the ERISA Affiliates, computed as if a complete withdrawal by the Conveyed Entities, any Subsidiaries thereof and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not be significant. (i) Except as otherwise set forth on Schedule 4.17, as of the date hereof, each of the Plans has been operated and administered in all material respects in accordance with applicable Laws, including but not limited to ERISA and the Code. (j) Except as otherwise set forth on Schedule 4.17, as of the date hereof, each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from the IRS stating that it is so qualified, and no event has occurred which would affect such qualified status. (k) Except as otherwise set forth on Schedule 4.17, as of the date hereof, any Fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has received a determination letter from the IRS stating that it has so satisfied such requirements. (l) Except as otherwise set forth on Schedule 4.17, as of the date hereof, no amounts payable under the Plans or any other contract, agreement or arrangement to which any Conveyed Entity, Subsidiary thereof or, to the Knowledge of the Shareholders and the Conveyed Entities, any ERISA Affiliate is a party could reasonably be expected, as a result of the transactions contemplated hereby, to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. (m) Except as otherwise set forth on Schedule 4.17, as of the date hereof, no Plan provides for employee welfare benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of any Conveyed Entity or any Subsidiary thereof after retirement or other termination of service (other than (i) coverage mandated by applicable Law, (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of a Conveyed Entity or any Subsidiary thereof, or (iv) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)). (n) Except as otherwise set forth on Schedule 4.17, as of the date hereof, the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any employee, director current or consultant former employee or officer of any Company Conveyed Entity or any Company Subsidiary thereof to severance pay or increase in severance pay, unemployment compensation or any other payment; similar termination payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment with respect to any compensation due any such employee or officer. (o) Except as set forth on Schedule 4.17, as of the date hereof, there are no pending, or, to the Knowledge of the Shareholders and the Conveyed Entities, threatened or anticipated, claims by or on behalf of any employeePlan, director by any employee or consultant; or (iii) meet the definition of a "Change in Control Event" beneficiary covered under any such Plan, or otherwise accelerate vesting of involving any award granted under such Plan (other than routine claims for benefits) other than claims that individually or in the Seller's Performance Incentive Compensation Programaggregate would not have a Material Adverse Effect.

Employee Benefits; ERISA. (a) Except as set forth in Schedule 3.10(a) 2.1.10, there are no material employee benefit plans (including any plans for the benefit of the Disclosure Schedule sets forth a true directors or former directors), arrangements, practices, contracts or agreements (including employment agreements and complete list of each materialseverance agreements, written profit-sharingincentive compensation, bonus, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life appreciation rights and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf stock purchase plans) of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary type (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined including plans described in Section 3(3) of ERISA), maintained by Purchaser or any ERISA Affiliate, that together with Purchaser would be deemed a "controlled group" within the Employee Retirement Income Security Act meaning of 1974Section 4001(a)(14) of ERISA, or with respect to which Purchaser has or may have a liability (the "Purchaser Benefit Plans"). (a) With respect to each Purchaser Benefit Plan, except as amended would not, individually or in the aggregate, have a material adverse effect on Purchaser: ("ERISA"i) and identifies each if intended to qualify under Section 401(a), 401(k) or403(a) of the Benefit Plans that are sponsored by or are otherwise obligations Code, such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Company Code; (ii) such plan has been administered in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred; (iv) no non-exempt prohibited transaction within the meaning of Section 406 of ERISA has occurred; (v) as of the date of this Agreement, no lien imposed under the Code or ERISA exists; (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full; and (vii) there are no actions, proceedings, arbitrations, suits or claims pending, or to the knowledge of Purchaser threatened (other than routine claims for benefits), against Purchaser or any Company Subsidiary. None ERISA Affiliate or any administrator, trustee or other fiduciary of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Purchaser Benefit Plan. (b) With respect to each None of the Purchaser Benefit Plans, Seller Plans has made available to Buyer true and complete copies of each incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the following documentsCode, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 whether or Form 5330 filed with the Internal Revenue Servicenot waived. (c) Each Benefit Plan Neither Purchaser nor any ERISA Affiliate has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices incurred any liability under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) that has not been satisfied in full except as, individually or in the aggregate, would not have a material adverse effect on Purchaser or that has not been reflected on Purchaser's consolidated financial statements. (d) With respect to each Purchaser Benefit Plan that is a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRAwelfare plan" (as defined in Rev. Proc. 93-39Section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of Purchaser beyond their termination of employment, other than as may be required under Part 6 of Title I of ERISA and at the expense of the participant or the participant's beneficiary and except as would not, individually or in the aggregate, have a material adverse effect on Purchaser. (e) The consummation of the transactions contemplated by this Agreement will not entitle any individual to severance pay or any tax "gross-up" payments with respect to the imposition of any tax pursuant to Section 4999 of the Code or accelerate the time of payment or vesting, or increase the amount, of compensation or benefits due to any individual with respect to any Purchaser Benefit Plan. (f) There is no Purchaser Benefit Plan that is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, or which is covered by Section 4063 or 4064 of ERISA. (g) Purchaser is not a party to any collective bargaining agreement. Except as would not, individually or in the aggregate, have a material adverse effect on Purchaser, (i) there is no labor strike, slowdown or work stoppage or lockout against Purchaser and (ii) there is no unfair labor practice charge or complaint against or pending before the National Labor Relations Board. As of the date of this Agreement, there is no representation claim or petition pending before the National Labor Relations Board and, to the knowledge of Seller or the CompaniesPurchaser, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation material concerted effort relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction representation exists with respect to any Benefit Plan that, assuming the taxable period employees of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansPurchaser. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth contains a true and complete list of each materialbonus, written deferred compensation, incentive compensation, stock purchase, stock option, employment, severance or termination pay, health insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram and domestic agreement or arrangement, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram and domestic agreement or arrangement, arrangement other than a non-material fringe benefit plan, sponsored, maintained or commitment, which is maintained, contributed to or required to be contributed to (at any time during the past six years) by any the Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, its Subsidiaries or by Seller on behalf of any Transferred Employeetrade or business, whether or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary not incorporated (all of which are hereinafter referred to as the an "Benefit PlansERISA Affiliate"). Schedule 3.10(a) , that is a member of a "controlled group" within the Disclosure Schedule identifies each meaning of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) section 4001 of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of which the Company or a Subsidiary is a member or which is under "common control" within the meaning of Section 4001 of ERISA, with the Company or a Subsidiary, for the benefit of any Company Subsidiary. None employee or former employee of the Companies Company, its Subsidiaries or Company Subsidiaries has any ERISA Affiliate (or, with respect to employment agreements and arrangements, any domestic employee thereof), whether formal commitment or intention communicated to employees, to create any additional informal (the "Benefit Plan or materially modify or change any existing Benefit PlanPlans"). (b) With respect to each of Benefit Plan, the Benefit Plans, Seller Company has made available to Buyer a true and complete copies of each of the following documents, if applicable: (i) the plan document copy thereof (including all amendments thereto); (ii) trust documents , as well as true and insurance contracts; (iii) complete copies of the two most recent annual report filed on Form 5500 for the last two yearsreports, if anyrequired under ERISA, with respect thereto; (iv) the two most recent actuarial report for the last two yearsreports, if anyrequired under ERISA, with respect thereto; (v) the two most recent reports prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions; the most recent summary plan descriptionSummary Plan Description, together with each summary Summary of material modificationsMaterial Modifications, if required under ERISA with respect thereto; if the Benefit Plan is funded through a trust or any third party funding vehicle, the trust or other funding agreement (viincluding all amendments thereto) and the latest financial statements thereof; and the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed Service with respect to each Benefit Plan that is intended to be qualified under section 401 of the Internal Revenue ServiceCode. (c) No liability to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA has been incurred by the Company, its Subsidiaries or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to the Company, its Subsidiaries or any ERISA Affiliate of incurring a liability under such Title, other than liability for premiums due the PBGC (which premiums have been paid when due). Each Benefit Plan has been operated and administered substantially in all material respects in accordance with its terms and with applicable law includingLaw, including but not limited to, to ERISA and the Code. (d) The PBGC has not instituted proceedings to terminate any Benefit Plan and no condition exists that presents a material risk that such proceedings will be instituted. (e) No Benefit Plan is subject to Section 302 or Title IV of ERISA. (f) Neither the Company, nor any Subsidiary of the Company, nor any trust created thereunder, nor, to the Knowledge of the Company, any trustee or administrator thereof has engaged in a transaction in connection with which the Company or any Subsidiary of the Company, any such trust, or any trustee or administrator thereof, or any party dealing with any Benefit Plan or any such trust could be subject to either a material civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a material tax imposed pursuant to section 4975 or 4976 of the Code. (g) 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 requirements of any trust deed under which they are established, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) contributions thereto have been timely made. made or have been accrued in the Company's financial statements. (h) Each Benefit Plan which is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section section 401(a) of the Code has received a favorable determination letter is so qualified and the trusts maintained thereunder are exempt from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 taxation under section 501(a) of the Code or Section 502(i) of ERISA in an amount which could be material. No action and no event has been taken with respect occurred to any of cause the Benefit Plans to either terminate any loss of such Benefit Plans qualified or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plansexempt status. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (fi) Except as set forth in Schedule 3.10(f3.10(i) of the Disclosure Schedule, none no Benefit Plan provides health, death or medical benefits (whether or not insured) with respect to current or former employees of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits its Subsidiaries beyond their retirement or other termination of service (other than (a) coverage mandated by applicable law. The amounts accrued as Law or (b) benefits the full cost of which is borne by the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. current or former employee (or his beneficiary)). (j) There are no restrictions pending, anticipated or, to the Knowledge of the Company, threatened claims by or on the rights behalf of any Company Benefit Plan, by any employee or beneficiary covered under any Company Subsidiary to amend such Benefit Plan, or terminate otherwise involving any such Benefit Plan without incurring Liability thereunder(other than routine claims for benefits). (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(a4.10(a) of the Disclosure Schedule sets forth contains a true and complete list of each materialemployment, written consulting, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control or termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any Company Target or any Company Subsidiary on behalf of its Subsidiaries, or by any trade or business, whether or not incorporated, that together with Target or any of its Subsidiaries would be deemed to comprise a controlled group or affiliated service group or be deemed to be under common control or otherwise aggregated for purposes of Sections 414(b), (c), (m) or (o) of the Code (an "ERISA AFFILIATE"), for the benefit of any current or former employeeemployee or director of Target, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary its Subsidiaries or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ERISA Affiliate (all of which are hereinafter referred to as the "Benefit PlansPLANS"). Schedule 3.10(a4.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Section 3(3Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the Employee Retirement Income Security Act of 1974, as amended ("ERISAERISA PLANS") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary). None of the Companies or Company Target, any of its Subsidiaries nor any ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan that would affect any current or former employee or director of Target, any of its Subsidiaries or any ERISA Affiliate. (b) With respect to each of the Benefit Plans, Seller Target has made available heretofore delivered or as promptly as practicable after the date hereof shall deliver to Buyer Acq Corp true and complete copies of each of the following documents, if as applicable: : (i) a copy of the plan document Plan documents (including all amendments thereto); ) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents and insurance contracts; a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the last three Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each ERISA Plan for the last two yearsthree Plan years ending prior to the date of this Agreement; (iv) a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; ; (vi) all contracts relating to the Plans with respect to which Target, any of its Subsidiaries or any ERISA Affiliate may have any liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) Neither Target, nor any Subsidiary nor any current or former ERISA Affiliate has received a favorable determination letter from the Internal Revenue Service for at any time sponsored, maintained, contributed to or been required to contribute to any "TRAemployee pension benefit plan" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i3(2) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (dERISA) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA, including without limitation any "multiemployer plan" (as defined in Sections 3(37) and 4001(a)(3) of ERISA). No notice of a "reportable event", within the meaning of Section 4043 liability under Title IV of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for incurred by Target, any Benefit Plan of its Subsidiaries or by any ERISA Affiliate within since the 12-month period ending on effective date of ERISA, and no condition exists that presents a material risk to Target, any of its Subsidiaries or any ERISA Affiliate of incurring any liability under such Title. (d) None of Target, any of its Subsidiaries, any ERISA Affiliate, any of the date hereofERISA Plans, any trust created thereunder, nor to Target's Knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which Target, any of its Subsidiaries or any ERISA Affiliate could be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) All contributions which Target, any of its Subsidiaries or any ERISA Affiliate is required to be made pay under the terms of any Benefit Plan have each of the ERISA Plans have, to the extent due, been timely made when due paid in full or have been reflected properly recorded on the Final Year End Statementsfinancial statements or records of Target or its Subsidiaries. (f) Except as set forth in Schedule 3.10(f) Each of the Disclosure SchedulePlans has been operated and administered in all material respects in accordance with applicable Laws, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate including but not limited to satisfy such obligations, ERISA and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderCode. (g) Each of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified. Target has applied for and received a currently effective determination letter from the IRS stating that it is so qualified, and no event has occurred which would affect such qualified status. (h) No Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Target, its Subsidiaries or any ERISA Affiliate after retirement or other termination of service (other than (i) coverage mandated by applicable Laws, (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of Target, any of its Subsidiaries or an ERISA Affiliate, or (iv) benefits, the full direct cost of which is borne by the current or former employee (or beneficiary thereof)). (i) Except as pursuant to the Plans set forth in Schedule 3.10(g) of the Disclosure Schedule4.10(i), neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any current or former employee, officer or director or consultant of Target, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other similar termination payment; , or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment with respect to or otherwise enhance any compensation benefit due to any such employee, director officer or consultant; director. (j) There are no pending or, to Target's Knowledge, threatened or (iii) meet the definition anticipated claims by or on behalf of a "Change in Control Event" any Plan, by any employee or beneficiary under any such Plan or otherwise accelerate vesting of involving any award granted under the Seller's Performance Incentive Compensation Programsuch Plan (other than routine claims for benefits).

Employee Benefits; ERISA. (aA) Schedule 3.10(aListed in Section 4(a)(xv)(A) of the Stockholders’ Disclosure Schedule sets forth are all Benefit Plans that, as of the date of this Agreement, are sponsored or maintained by any of the Companies or a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, Company Subsidiary or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, to which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of contributes or is obligated to contribute, that covers or covered any current or former employee, consultant, independent contractor or director (or consultant beneficiary thereof) of any Company of the Companies or any Company Subsidiary, or by Seller on behalf of any Transferred Employee(each, or pursuant to which any current or former employeea “Company Plan” and, director or consultant of any collectively, the “Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a”) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each of the Benefit Plans, Seller has made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely madematerial. Each Benefit Company Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code (a “Qualified Plan”) as of the date of this Agreement has been separately identified. True and complete copies of all Company Plans listed in Section 4(a)(xv)(A) of the Stockholders’ Disclosure Schedule and all amendments thereto have been delivered or otherwise made available to Acquiror. (B) Listed in Section 4(a)(xv)(B) of the Stockholders’ Disclosure Schedule is, as of the date of this Agreement, each contract or agreement (whether written or unwritten) of any Company or any Company Subsidiary or any of their Affiliates (other than such agreements between Lazard Alternative Investments LLC, Lazard Group LLC or any of their respective Affiliates (other than the Companies and the Company Subsidiaries) and persons employed by any such entities) with or addressed to any individual who is rendering or has rendered services thereto as an employee, director or consultant pursuant to which any Company or any Company Subsidiary has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services (an “Employment Agreement”). True and complete copies of all Employment Agreements listed in Section 4(a)(xv)(B) of the Stockholders’ Disclosure Schedule and all amendments thereto have been delivered or otherwise made available to Acquiror. (C) All Company Plans and Employment Agreements are in compliance in all material respects with ERISA, the Code and other applicable Laws and their applicable terms and each Company Plan which is intended to be a Qualified Plan has received a the most recently available favorable determination letter (under the “GUST” or “EGTRAA” round of filings), or has pending an application for such determination from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39)IRS, and, and to the knowledge Knowledge of Seller or the CompaniesStockholders, there are exist no circumstances that are likely as to result in revocation of why any such favorable determination letter. There is no pending or, to the knowledge of Seller letter should be revoked or the Companies, threatened litigation relating to any of the Benefit Plansnot be reissued. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a any transaction with respect to any Benefit Company Plan that, assuming the taxable period of such transaction expired as of the date hereof, subject to ERISA that could subject any Company or any Company Designated Subsidiary or any Benefit Plan to a Tax tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA, except for any tax or penalty that does not have a Material Adverse Effect. (D) No Company or Designated Subsidiary is subject to any liability, and, to the Knowledge of the Stockholders, no circumstances exist that could result in any liability of a Company or Designated Subsidiary, (1) under Title IV of ERISA in an amount which could be material. No action has been taken or Sections 412, 430 or 4971 of the Code with respect to any “single-employer plan,” within the meaning of Section 4001(a)(15) of ERISA, or “multiemployer plan,” within the Benefit Plans to either terminate meaning of Section 3(37) of ERISA (a “Multiemployer Plan”), currently or formerly maintained or participated in by any of such Benefit Plans them, or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which that is considered one employer with an ERISA Affiliate of any Company or Designated Subsidiary or (2) as a result of a failure of a Company, Designated Subsidiary or any of their ERISA Affiliates to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code. None of the Company Subsidiary under Plans is (A) subject to Title IV or Section 4001 302 or 302 of ERISA or Section 414 412, 430 or 4971 of the Code is, Code; (B) a Multiemployer Plan; or (C) a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA and to which a Company or Designated Subsidiary or any of their ERISA Affiliates contributes or has been for the past six years, subject an obligation to Title IV of ERISAcontribute. No notice of a "“reportable event", ” within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waivedwaived or extended, has been required to be filed for any Benefit Plan or by any Company or Company Subsidiary or any of their ERISA Affiliate Affiliates within the 12-month period ending on the date hereofof this Agreement or will be required to be filed in connection with the transactions contemplated hereunder and no notices have been required to be sent to participants and beneficiaries of any Company Plan or the PBGC under Section 302 or 4011 of ERISA or Section 412 of the Code, except any liability or required notice which does not have a Material Adverse Effect. (e1) All contributions required to be made under the terms of any Benefit or to each Company Plan and Employment Agreement have been timely made when due or and all obligations in respect of each Company Plan and Employment Agreement have been properly accrued and reflected on in the Final Year End Statementsmost recent consolidated balance sheet prior to the date of this Agreement, (2) no single-employer plan of an ERISA Affiliate has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed plan year, except for any failure to make required contributions or accrue and reflect obligations in clause (1) or any filing in clause (2) which does not have a Material Adverse Effect. (fF) Except as set forth in Schedule 3.10(f) of the Disclosure ScheduleNo Company or Designated Subsidiary has, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary of this Agreement, any current or contingent obligations for any post-employment or post-retirement health, death, life insurance or other welfare benefits in respect of such obligations any retired, former or current employees and/or directors except as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date otherwise required by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderLaw. (gG) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will will: (or will upon termination of employment prior to or after the date hereof) (i1) entitle any employee, director or consultant of any Company the Companies or any a Company Subsidiary to severance pay or any increase in severance paypay under any of the Company Plans upon any termination of employment on or after the date of this Agreement, unemployment compensation or any other payment; (ii2) accelerate the time of payment or payment, vesting or funding (through a grantor trust or otherwise) result in any payment of compensation or benefits under, or increase the amount or value of any payment with respect to any compensation due to any employee, officer or director of any Company or consultant; Designated Subsidiary, or could limit the right to amend, merge, terminate or receive a reversion of assets from any Company Plan or related trust or (iii3) meet result in payments or benefits under any Company Plan or Employment Agreement which would not be deductible under Section 162(m) or Section 280G of the definition of a "Change Code, except in Control Event" each case in clauses (1) – (3) above as would not be binding on the Companies or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation ProgramDesignated Subsidiaries after Closing.

Employee Benefits; ERISA. (ai) Schedule 3.10(a) of the Disclosure Schedule sets forth a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(aSection 4(o) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee pension, profit sharing, retirement, stock bonus, stock option, stock purchase, deferred compensation, medical, dental, vacation, insurance, sick pay, disability, severance, or other material plan, incentive plan, fund, program, policy, contract, or arrangement (including any “employee benefit plan" ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and identifies each providing employee benefits that is maintained or contributed to by Target or either Company in which any employees of the Benefit Plans that Mervyn’s are sponsored participating or under which any current or former employees of Mervyn’s have accrued any benefits while employed by Mervyn’s to which they remain entitled or are otherwise obligations of the with respect to which either Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment liability (collectively, the “Plans”). True and complete copies or intention communicated to employees, to create any additional Benefit accurate summaries (where written Plan or materially modify or change any existing Benefit Plan. (bdocuments do not exist) With respect to each of the Benefit Plans, Seller has all Plans have been made available to Buyer true and complete copies of each Buyer. Except as described on Section 4(o) of the following documentsDisclosure Schedule, if applicable: (ino Plan provides post-employment medical or life insurance benefits to current or future retired or terminated employees of Mervyn’s. Each Plan listed on Section 9(b)(i) of the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan Disclosure Schedule has been operated and administered substantially maintained in accordance with its terms and with applicable law laws, including, but not limited towithout limitation, ERISA and the Code, Code and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit each Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under the Code Section 401(a) is so qualified and nothing has occurred that would adversely affect such qualified status. All premiums or other payments under the Plans listed on Section 9(b)(i) of the Code has received Disclosure Schedule have been made on a favorable determination letter from timely basis and, except as expressly provided under Section 9, no Company is liable for any material unfunded liability under any Plan. (ii) Buyer will not have after the Internal Revenue Service Closing Date any liability or obligation for "TRA" benefits payable under any Plan to or with respect to any individual who is not a Covered Person (as defined in Rev. Proc. 93-39Section 9(b)(i)), and, and will not have after the Closing Date any liability to any individual to the knowledge of Seller extent such liability or obligation is retained by Target as described in Sections 9(e), (j), and (k). In addition, Buyer will not have after the Companies, there are no circumstances that are likely to result in revocation Closing Date any liability of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction kind with respect to any Benefit Plan thatsimilar plan, assuming the taxable period of such transaction expired as of the date hereoffund, could subject any Company program, policy, contract, or any Company Subsidiary arrangement maintained by Target, or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans its affiliates that is aggregated with Target under Code Section 414 or ERISA Section 4001, that is not a Plan but that would be a Plan if it provided benefits to either terminate any employees or former employees of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansMervyn’s. (diii) No Benefit Plan isBrands employees are concurrently employed by Target Brands, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code isInc. and, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employeebe exclusively employed by Target Brands, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.Inc.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.17(a) of the Disclosure Schedule sets forth contains a true and complete list of each material(i) bonus, written deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive plan, program, agreement, or arrangement; (ii) severance, change-in-control, or termination pay, surgical, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits and other “welfare” plan, fund or program (within the meaning of Section 3(1) of ERISA, whether or not subject to ERISA); (iii) profit-sharing, stock optionbonus or pension plan, restricted stock optionprogram, deferred compensationagreement or arrangement (within the meaning of Section 3(2) of ERISA, pension, severance, thrift, savings, incentive, change of control, whether or not subject to ERISA); (iv) individual employment, retirementconsulting, bonus, termination or equity-based, group life severance agreement; and health insurance or (v) other employee benefit plan, agreementfund, arrangement program, agreement or commitmentarrangement, which in each case, that is maintainedor has been since January 1, 1999 sponsored, maintained or contributed to or required to be contributed to by the Company and its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company and its Subsidiaries would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA, or to which the Company, any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate is party, whether written or oral, for the benefit of any current or former employee, independent contractor or director or consultant of the Company, any Company of its Subsidiaries or any Company SubsidiaryERISA Affiliate (collectively, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit “Plans"”). Schedule 3.10(aSection 3.17(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes that is an "“employee welfare benefit plan" ,” or “employee pension benefit plan” as such terms are defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Sections 3(1) and identifies each 3(2), respectively, of ERISA (such plans being hereinafter referred to collectively as the Benefit Plans that are sponsored by or are otherwise obligations of “ERISA Plans”). Neither the Company or nor any Company Subsidiary. None of the Companies or Company its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan in any material respect (except as required by Law) that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any ERISA Affiliate has sponsored, maintained, contributed to or been required to contribute to any such plan within the past six (6) years prior to the date of this Agreement. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and none of the Company, any of its Subsidiaries or any ERISA Affiliate at any time within the six (6) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.” Neither the Company nor any of its Subsidiaries has any Liability, contingent or otherwise, under any excess benefit plan or supplemental executive retirement plan. (b) With respect to each of the Benefit Plans, Seller the Company and each of its Subsidiaries has previously delivered or made available to Buyer true Parent true, correct and complete copies of each of the following documents, if as applicable: (i) the plan document Plan documents (including all amendments thereto)) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents the three (3) most recent annual reports and insurance contractsactuarial reports, if required under ERISA, and the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary description and all other subsequent summaries of material modifications; (viiv) if the Plan is funded through a trust or any other funding vehicle, the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; and (v) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) No Liability under Title IV or Section 302 of ERISA has received been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, material risk to the knowledge Company, any of Seller its Subsidiaries or the Companies, there are no circumstances that are likely to result in revocation any ERISA Affiliate of incurring any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansLiability. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made with respect to any Plan on or prior to the date of the Agreement have been timely made or are reflected on the Balance Sheet. (e) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor any trustee or administrator thereof, has engaged in a transaction or has taken, or failed to take, any action in connection with which the Company, any of its Subsidiaries, any of the ERISA Plans, any trust created thereunder, or any trustee or administrator thereof, or any party dealing with any ERISA Plan or any such trust could be subject to any material Liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. All contributions and premiums which the Company, any of its Subsidiaries or any ERISA Affiliate is required to pay under the terms of any Benefit Plan have each of the ERISA Plans and the Code, have, to the extent required, been timely made when due paid or have been reflected properly recorded on the Final Year End Statementsfinancial statements or records of the Company and its Subsidiaries in all material respects. (f) (i) Each of the Plans has been operated and administered in all material respects in accordance with its terms and any applicable Law, including ERISA and the Code; (ii) each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS and has been operated in accordance with its terms and with the provisions of the Code and the regulations promulgated thereunder in all material respects; (iii) any fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has so satisfied such requirements and no condition exists that would reasonably be expected to adversely affect such qualification; and (iv) there are no pending or, to the Knowledge of the Company and its Subsidiaries, threatened or anticipated claims by or on behalf of any Plan, by any employee or beneficiary under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits or relating to qualified domestic relations orders). (g) No Plan provides benefits, including death, hospitalization, surgical, medical or similar benefits (whether or not insured), with respect to current or former employees of the Company, any of its Subsidiaries or any ERISA Affiliate after retirement or other termination of service (other than (i) coverage mandated by applicable Laws; (ii) death benefits under any “employee pension plan”; or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary)). No condition exists that would prevent the Company or any of its Subsidiaries from amending or terminating any Plan providing health or medical benefits in respect of any active or former employee of the Company or any of its Subsidiaries. (h) Except as set forth in Schedule 3.10(fSection 3.17(h) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (not, either alone or will upon termination of employment prior to or after the date hereof) in combination with another event, (i) entitle any current or former employee, officer or director or consultant of the Company, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment or otherwise enhance any benefit due any such employee, officer or director. No amounts payable under any of the Plans or any other contract, agreement or arrangement with respect to which the Company or any compensation due of its Subsidiaries may have any Liability would fail to be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (i) There has been no material failure of a Plan that is a group health plan (as defined in section 5000(b)(1) of the Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code). Neither the Company nor any of its Subsidiaries has contributed to a nonconforming group health plan (as defined in section 5000(c) of the Code) and no ERISA Affiliate of the Company or any of its Subsidiaries has incurred a tax under section 5000(a) of the Code which is or could become a liability of the Company or any of its Subsidiaries. (j) With respect to each Plan that is not subject to United States Law (a “Foreign Plan”): (i) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the 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 Closing Date, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (k) Section 3.17(k) of the Disclosure Schedule contains a true, correct and complete schedule of the aggregate amounts of all Liabilities of the Company and its Subsidiaries that are owed on or following the date of this Agreement to any employeemanagers or employees of the businesses of the Company and its Subsidiaries, director as currently conducted or consultantto any other Person pursuant to any bonus plan, deferred compensation plan or vacation plan. (l) In respect of each Company Stock Option which is outstanding at the Effective Time (whether vested or unvested), the holder of which is within the charge to United Kingdom Taxes, either (i) the holder has agreed and undertaken in writing to any company which is a “secondary contributor” in respect of Employer’s NICs (as defined below) payable in respect of any gain realised upon the exercise, assignment, cancellation or release of a Company Stock Option (the “Secondary Contributor”) that the Secondary Contributor may recover from the holder the whole of any Employer’s NICs; or (iiiii) meet the definition holder has joined with the Secondary Contributor in making a written election for the whole of any liability of the Secondary Contributor to Employer’s NICs to be transferred to the holder (such election being in such terms and such form and having obtained such approval by H.M. Revenue & Customs as is provided in paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992). For purposes of this Section 3.17(l), “Employer’s NICs” means the amount of secondary Class 1 National Insurance contributions payable in respect of any gain realised on the exercise, assignment, cancellation or release of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation ProgramCompany Stock Option.

Employee Benefits; ERISA. (a) Schedule Section 3.10(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of each material, written and binding oral profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-baseddeferred compensation, group life and health insurance or and other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to (including arrangements that involve merely forwarding employee payroll deductions) or required to be contributed to by any the Company or any Company Subsidiary on behalf of any current its Subsidiaries or former employee, director or consultant of any with respect to which the Company or any Company Subsidiary, or by Seller on behalf of its Subsidiaries may have any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary liability (all of which are hereinafter referred to as the "“Benefit Plans")”) provided however, by way of clarification, that the term “Benefit Plans” shall not include any such plans maintained by parent or sister entities to the Company which have never covered any present or former employees, officers, directors or contractors of the Company or any of its Subsidiaries and to which neither the Company nor any of its Subsidiaries have ever contributed or had an obligation to contribute or had any other liability. Schedule Section 3.10(a) of the Company Disclosure Schedule Letter identifies each of the Benefit Plans which constitutes an "“employee benefit plan" ” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of ”). Neither the Company or nor any Company Subsidiary. None of the Companies or Company its Subsidiaries has any formal commitment commitment, or intention communicated to employees, to create any additional Benefit Plan or materially modify make any material amendment or change modification to any existing Benefit Plan. (b) With respect to each of the Benefit Plans, Seller the Company has delivered or made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the all plan document documents (including all amendments and modifications thereof) and in the case of binding oral Benefit Plans, a written description thereof, and in either case all related agreements including the trust agreement and amendments thereto), insurance contracts, and investment management agreements; (ii) trust documents the last three filed Form 5500 series and insurance contractsall schedules thereto, as applicable; (iii) the annual report filed on Form 5500 for the last two years, if anycurrent summary plan descriptions and all material modifications thereto; (iv) the actuarial report for the last two years, if anythree most recent trustee reports; (v) copies of any private letter rulings, requests and applications for determination and determination letters issued with respect to the most recent summary plan description, together with each summary of material modificationsBenefit Plans within the past five years; (vi) the three most recent determination letter received from the Internal Revenue Service; (A) audited financial statements and (B) actuarial valuation reports; (vii) for the last three years, all correspondence with the IRS, the Department of Labor, the Pension Benefit Guaranty Corporation and any other Governmental Entity regarding the operation or the administration of any Benefit Plan; (viii) any Form 5310 or Form 5330 filed with the Internal Revenue Service; and (ix) the most recent nondiscrimination tests performed under ERISA and the Code (including 401(k) and 401(m) tests). (c) Each Benefit Plan has been operated and administered substantially (i) in accordance with its terms and (ii) in material compliance with applicable law Law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "“employee pension benefit plan" ” within the meaning of Section 3(2) of ERISA (a "“Pension Plan"”) and which is intended to be qualified under Section 401(a) of the Code and each related trust which is intended to be qualified under Section 501(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" and (x) such Pension Plans are maintained in compliance with Revenue Procedures 2002-21 and 2003-86, and (y) except as defined disclosed in Rev. Proc. 93-39), andSection 6.10(c) of this Agreement, to the knowledge of Seller or the CompaniesCompany, there are no circumstances that are reasonably likely to result in revocation such Pension Plan or related trust failing to be so qualified. With respect to any employee pension benefit plan sponsored by the Company, or any of any its Subsidiaries in the past six years, the Company has taken all steps required by IRS Revenue Procedures 2002-21 and 2003-86 in order to avoid the disqualification of such favorable determination letterplans. There is no pending or, to the knowledge of Seller or the CompaniesCompany, threatened audit by any Governmental Entity, litigation or other proceeding relating to any of the Benefit Plans. None of Seller, any affiliate fiduciary thereof or service provider thereto, nor, to the knowledge of Sellerthe Company, is there any reasonable basis for any of the Companies or the foregoing to be initiated. The Company Subsidiaries has not engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any the Company or any Company Subsidiary or any Benefit Plan to a material Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA ERISA. Except as disclosed in an amount which could be material. No Section 3.10(c) of the Company Disclosure Letter or as required by Section 6.10(d) of this Agreement, no action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No None of the Benefit Plan isPlans is subject to Section 412 of the Code, and no benefit plan Section 302 of any entity which is considered one employer with any Company ERISA, or any Company Subsidiary under Section 4001 Title IV of ERISA or is a “multiemployer plan” as defined in Section 414 3(37) of ERISA. Neither the Company nor any of its Subsidiaries has at any time within the six-year period ending on the date hereof maintained or contributed to, and has not been obligated to contribute to, any plan subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA or such a multiemployer plan. (e) Each Benefit Plan that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA and that is not intended to be qualified under Section 401(a) of the Code isis (x) exempt from Parts 2, 3 and 4 of Title I of ERISA as an unfunded plan that is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA; and (y) either (I) has complied and continues to comply with all reporting and disclosure requirements of Part 1 of Title I of ERISA, or (II) has been satisfied the alternative method for such compliance set forth in 29 C.F.R. § 2520.104-23. (f) Within the past six years, subject to Title IV neither the Company, any of ERISA. No notice its Subsidiaries, nor employee of the Company or any of its Subsidiaries, has engaged in a "reportable event", “prohibited transaction” within the meaning of Section 4043 406 of ERISA for which or Section 4975 of the 30-day reporting requirement Code, nor has not been waivedany such person breached any duty imposed by Title I of ERISA, has been required with respect to be filed for any Benefit Plan Plan. To the knowledge of the Company, no other Person has engaged in such a prohibited transaction or by any ERISA Affiliate within the 12-month period ending on the date hereofbreach. (eg) Within the past six years: (i) neither the Company nor any of its Subsidiaries has handled “plan assets” as that term is defined in applicable guidance of the United States Department of Labor; and (ii) all employee elective deferrals that the Company, any of its Subsidiaries or ERISA Affiliates was responsible for forwarding to a Benefit Plan have been forwarded timely in accordance with 29 C.F.R. § 2510.3-102. (h) All insurance premiums under any insurance policy related to a Benefit Plan, all contributions required to be made under (including all employer contributions and employee salary reduction contributions), and all liabilities and expenses of the terms Company in respect of any Benefit Plan for any period up to and including the Closing Date have been timely made when due made, paid, or have been reflected accrued and booked on or before the Final Year End StatementsClosing Date, and, to the knowledge of the Company, with respect to any such insurance policy or premium payment obligation, neither the Company nor any of its Subsidiaries is subject to a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability. (fi) Except as set forth in Schedule 3.10(fEach Benefit Plan which is a “group health plan” within the meaning of Section 5000(b)(1) of the Disclosure ScheduleCode and Section 607(l) of ERISA has been administered in material compliance with, none and the Company has otherwise complied in all material respects with, (i) the requirements of the Companies nor any Health Insurance Portability and Accountability Act of 1996 and the regulations promulgated thereunder; (ii) the requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder; and (iii) the Medicare Secondary Payor Provisions of Section 1862 of the Social Security Act and the regulations promulgated thereunder. (j) Section 3.10(j) of the Company Subsidiary has Disclosure Letter contains a list of any obligations for retiree health or life benefits other than (i) coverage mandated by applicable lawLaw or (ii) death benefits or retirement benefits under any Pension Plan. The amounts accrued as To the knowledge of the date hereof by each Company and each Company Subsidiary in Company, no communications have been made to participants with respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate guaranteeing benefits under any Benefit Plan without incurring Liability thereunderPlan. (gk) Except as set forth in Schedule 3.10(gSection 3.10(k) of the Company Disclosure ScheduleLetter, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will not (or will not upon termination of any individual’s employment prior to or after the date hereofwithin a fixed period of time following such consummation) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; , (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; consultant or (iii) result in any payment which could constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (l) To the knowledge of the Company, no individual has been improperly excluded from participation in any Benefit Plan. (m) The participation in any Benefit Plan by employees of any entity which is not the Company or any of its Subsidiaries (regardless of whether such entity is an ERISA Affiliate) has not caused, and will not cause, any such Benefit Plan to fail to meet the definition requirements of the Code or ERISA as presently in effect. (n) The Company has not incurred any liability or obligation under the Worker Adjustment and Retraining Notification Act, and the regulations promulgated thereunder (the “WARN Act”), or any similar state or local law which remains unsatisfied. (o) For purposes of this Section 3.10, the term “ERISA Affiliate” means (i) the Company and any Person included with the Company in a "Change in Control Event" controlled group of corporations within the meaning of Section 414(b) of the Code; (ii) any trade or otherwise accelerate vesting business (whether or not incorporated) which is under common control with the Company within the meaning of Section 414(c) of the Code; (iii) any member of an affiliated service group of which the Company is a member within the meaning of Section 414(m) of the Code; or (iv) any other person or entity treated as an affiliate of the Company under Section 414(o) of the Code. The term “ERISA Affiliate Plans” shall mean any plan (other than a Benefit Plan) that would be a Benefit Plan if it were maintained by Company, that is maintained by any ERISA Affiliate or that covers any employee, officer, director or contractor of any award granted under ERISA Affiliate, or to which any ERISA Affiliate contributes or has been an obligation to contribute, or to which any ERISA Affiliate may have any liability. Neither Buyer nor Company nor any subsidiary of Company shall at any time after the Seller's Performance Incentive Compensation ProgramClosing Date have any liability with respect to any ERISA Affiliate Plan.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 3.10(a4.16(a), since March 16, 1999 none of Slingshot, ADMI nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Slingshot or ADMI would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA has sponsored or contributed to, or has been required to contribute to, any "employee benefit plan," as defined by Section 3(3) of ERISA, or any other plan, program or arrangement, including without limitation any "multiemployer plan," as such term is defined in Section 3(37) of ERISA, for the Disclosure benefit of, relating to or with any employee of any Person. (1) Schedule sets forth 4.16(b) contains a true and complete list of each materialall material written bonus, written profit-sharing, stock option, restricted stock optionvacation, deferred compensation, pension, severanceretirement, profit-sharing, thrift, savings, incentiveemployee stock ownership, change of control, employment, retirement, stock bonus, stock purchase, restricted stock and stock option plans, employment or equity-basedseverance contracts, group medical, dental, disability, health and life insurance plans, and health insurance or other employee benefit plan, agreement, arrangement and fringe benefit plans or commitment, which is maintained, contributed to other contracts maintained or required to be contributed to by any Company PSI or any Company Subsidiary on behalf of its Subsidiaries for the benefit of officers, former officers, employees, former employees, directors, former directors, or the beneficiaries of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employeethe foregoing, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary PSI or any Transferred Employee is eligible to receive benefits on account of service with Sellerits Subsidiaries may have any liability that are contracts with, its Subsidiariesor plans maintained primarily for the benefit of, any Company individuals employed or any Company Subsidiary rendering services in the United States and are not multiemployer plans within the meaning of Section 4001(a)(3) of ERISA (all of which are hereinafter referred to as collectively (whether or not material), the "PSI Compensation and Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b2) With respect ADMI has delivered to each of the Benefit Plans, Seller has made available to Buyer true and complete Purchaser copies of each of the following documentsall PSI Compensation and Benefit Plans listed on Schedule 4.16(b), if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Codeall amendments thereto, and all noticesof such copies that have been delivered are true and correct. (3) To the knowledge of ADMI, filings and disclosures required by ERISA or the Code (including notices under Section 4980B each of the Code) have PSI Compensation and Benefit Plans has been timely madeand is being administered in accordance with the terms thereof and all applicable Laws. Each Benefit Plan which is an To the knowledge of ADMI, each "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (each such plan, a "Pension Plan") included in the PSI Compensation and which Benefit Plans (a "PSI Pension Plan") that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39)Service, and, to the knowledge and ADMI is not aware of Seller or the Companies, there are no any circumstances that are likely to which could result in the revocation or denial of any such favorable determination letter. To the knowledge of ADMI, no material "prohibited transaction," within the meaning of Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any PSI Compensation and Benefit Plan. There is no pending or, to the knowledge of Seller or the CompaniesADMI's knowledge, threatened litigation Litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such PSI Compensation and Benefit Plans. (d4) No Benefit Plan isTo the knowledge of ADMI, and no benefit plan material liability under Title IV of ERISA has been or is reasonably expected to be incurred by PSI or any of its Subsidiaries or any entity which is considered one employer with any Company or any Company Subsidiary PSI under Section 4001 4001(a)(15) of ERISA or Section 414 of the Code is(any such entity, or has a "PSI ERISA Affiliate"), other than such liabilities that have previously been for satisfied. To the past six yearsknowledge of ADMI, subject to Title IV of ERISA. No no notice of a "reportable event", ," within the meaning of Section 4043 of ERISA ERISA, for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit PSI Pension Plan or by any PSI ERISA Affiliate within the 12-month period ending on the date hereofpast 12 months. (e5) All contributions To the knowledge of ADMI, all contributions, premiums and payments required to be made under the terms of any PSI Compensation and Benefit Plan have been timely made when due made, except where the failure to do so does not, individually or in the aggregate, have been reflected a Material Adverse Effect on PSI. To the Final Year End Statementsknowledge of ADMI, neither any PSI Pension Plan nor any single-employer plan of a PSI ERISA Affiliate has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. To the knowledge of ADMI, neither PSI nor any of its Subsidiaries has provided, or is required to provide, security to any PSI Pension Plan or to any single-employer plan of a PSI ERISA Affiliate pursuant to Section 401(a)(29) of the Code. (f6) Except To the knowledge of ADMI, under each PSI Pension Plan that is a defined benefit plan, as of the last day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all "benefit liabilities," within the meaning of Section 4001(a)(16) of ERISA (as determined on the basis of the actuarial assumptions contained in such PSI Pension Plan's most recent actuarial valuation) did not exceed the then current value of the assets of such PSI Pension Plan, and there has been no adverse change in the financial condition of such PSI Pension Plan (with respect to either assets or benefits) since the last day of the most recent plan year. (7) Neither PSI nor any of its Subsidiaries contributes to or is required to contribute to any multiemployer plan within the meaning of Section 4001(c)(3) of ERISA ("PSI Multiemployer Plan"). To the knowledge of ADMI, neither PSI nor any of its Subsidiaries has incurred any material withdrawal liability (within the meaning of Section 4201 of ERISA) under any PSI Multiemployer Plan within the past 5 years that has not been satisfied, nor could any such material withdrawal liability reasonably be expected to be incurred. (8) To the knowledge of ADMI, except as set forth in the PSI Compensation and Benefit Plans listed in Schedule 4.16(b), the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events): (A) constitute an event under any PSI Compensation and Benefit Plan, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any officers and directors of PSI; (B) result in any payment or benefit that will or may be made by PSI, any of its Subsidiaries or any of their respective affiliates that will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code; or (C) provide for any payment to any employee or independent contractor of PSI that is not deductible under Section 162(a)(1) or 404 of the Code. (9) To the knowledge of ADMI, the contributions of PSI and any of its Subsidiaries to any trust described in Section 501(c)(9) of the Code have complied with Section 419A of the Code. (10) To the knowledge of ADMI, neither PSI nor its Subsidiaries have any obligations for retiree health and life benefits under any PSI Compensation and Benefit Plan, except as set forth in Schedule 3.10(f) 4.16(b). To the knowledge of the Disclosure ScheduleADMI, none of the Companies nor any Company Subsidiary has any obligations for retiree health PSI or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to its Subsidiaries may amend or terminate any Benefit Plan such plan under the terms of such plan at any time without incurring Liability any material liability thereunder. (g11) Except as Anything in this Agreement to the contrary notwithstanding the representations and warranties set forth in Schedule 3.10(gthis Section 4.16(b) of shall not, to the Disclosure Scheduleextent that they relate to any facts, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (events or will upon termination of employment circumstances prior to or after July 12, 1999, survive the date hereof) (i) entitle any employee, director or consultant Closing and to such extent shall not be subject to the indemnification provisions of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation ProgramArticle IX.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.17(a) of the Disclosure Schedule sets forth contains a true and complete list of each material(i) bonus, written deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive plan, program, agreement, or arrangement; (ii) severance, change-in-control, or termination pay, surgical, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits and other “welfare” plan, fund or program (within the meaning of Section 3(1) of ERISA, whether or not subject to ERISA); (iii) profit-sharing, stock optionbonus or pension plan, restricted stock optionprogram, deferred compensationagreement or arrangement (within the meaning of Section 3(2) of ERISA, pension, severance, thrift, savings, incentive, change of control, whether or not subject to ERISA); (iv) individual employment, retirementconsulting, bonus, termination or equity-based, group life severance agreement; and health insurance or (v) other employee benefit plan, agreementfund, arrangement program, agreement or commitmentarrangement, which in each case, that is maintainedor has been since January 1, 1999 sponsored, maintained or contributed to or required to be contributed to by the Company and its Subsidiaries or by any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company and its Subsidiaries would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA, or to which the Company, any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate is party, whether written or oral, for the benefit of any current or former employee, independent contractor or director or consultant of the Company, any Company of its Subsidiaries or any Company SubsidiaryERISA Affiliate (collectively, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit “Plans"”). Schedule 3.10(aSection 3.17(a) of the Table of Contents Disclosure Schedule identifies each of the Benefit Plans which constitutes that is an "“employee welfare benefit plan" ,” or “employee pension benefit plan” as such terms are defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Sections 3(1) and identifies each 3(2), respectively, of ERISA (such plans being hereinafter referred to collectively as the Benefit Plans that are sponsored by or are otherwise obligations of “ERISA Plans”). Neither the Company or nor any Company Subsidiary. None of the Companies or Company its Subsidiaries nor any ERISA Affiliate has any formal plan or commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan in any material respect (except as required by Law) that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any ERISA Affiliate has sponsored, maintained, contributed to or been required to contribute to any such plan within the past six (6) years prior to the date of this Agreement. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and none of the Company, any of its Subsidiaries or any ERISA Affiliate at any time within the six (6) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.” Neither the Company nor any of its Subsidiaries has any Liability, contingent or otherwise, under any excess benefit plan or supplemental executive retirement plan. (b) With respect to each of the Benefit Plans, Seller the Company and each of its Subsidiaries has previously delivered or made available to Buyer true Parent true, correct and complete copies of each of the following documents, if as applicable: (i) the plan document Plan documents (including all amendments thereto)) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents the three (3) most recent annual reports and insurance contractsactuarial reports, if required under ERISA, and the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary description and all other subsequent summaries of material modifications; (viiv) if the Plan is funded through a trust or any other funding vehicle, the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; and (v) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) No Liability under Title IV or Section 302 of ERISA has received been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, material risk to the knowledge Company, any of Seller its Subsidiaries or the Companies, there are no circumstances that are likely to result in revocation any ERISA Affiliate of incurring any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansLiability. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made with respect to any Plan on or prior to the date of the Agreement have been timely made or are reflected on the Balance Sheet. (e) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor any trustee or administrator thereof, has engaged in a transaction or has taken, or failed to take, any action in connection with which the Company, any of its Subsidiaries, any of the ERISA Plans, any trust created thereunder, or any Table of Contents trustee or administrator thereof, or any party dealing with any ERISA Plan or any such trust could be subject to any material Liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. All contributions and premiums which the Company, any of its Subsidiaries or any ERISA Affiliate is required to pay under the terms of any Benefit Plan have each of the ERISA Plans and the Code, have, to the extent required, been timely made when due paid or have been reflected properly recorded on the Final Year End Statementsfinancial statements or records of the Company and its Subsidiaries in all material respects. (f) (i) Each of the Plans has been operated and administered in all material respects in accordance with its terms and any applicable Law, including ERISA and the Code; (ii) each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS and has been operated in accordance with its terms and with the provisions of the Code and the regulations promulgated thereunder in all material respects; (iii) any fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has so satisfied such requirements and no condition exists that would reasonably be expected to adversely affect such qualification; and (iv) there are no pending or, to the Knowledge of the Company and its Subsidiaries, threatened or anticipated claims by or on behalf of any Plan, by any employee or beneficiary under any such Plan, or otherwise involving any such Plan (other than routine claims for benefits or relating to qualified domestic relations orders). (g) No Plan provides benefits, including death, hospitalization, surgical, medical or similar benefits (whether or not insured), with respect to current or former employees of the Company, any of its Subsidiaries or any ERISA Affiliate after retirement or other termination of service (other than (i) coverage mandated by applicable Laws; (ii) death benefits under any “employee pension plan”; or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary)). No condition exists that would prevent the Company or any of its Subsidiaries from amending or terminating any Plan providing health or medical benefits in respect of any active or former employee of the Company or any of its Subsidiaries. (h) Except as set forth in Schedule 3.10(fSection 3.17(h) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (not, either alone or will upon termination of employment prior to or after the date hereof) in combination with another event, (i) entitle any current or former employee, officer or director or consultant of the Company, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment or otherwise enhance any benefit due any such employee, officer or director. No amounts payable under any of the Plans or any other contract, agreement or arrangement with respect to which the Company or any compensation due of its Subsidiaries may have any Liability would fail to be deductible for federal income Tax purposes by virtue of Section 280G of the Code. (i) There has been no material failure of a Plan that is a group health plan (as defined in section 5000(b)(1) of the Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code). Neither the Company nor any of its Subsidiaries has contributed to a nonconforming group health plan (as defined in section 5000(c) of the Code) and no ERISA Affiliate of the Company Table of Contents or any of its Subsidiaries has incurred a tax under section 5000(a) of the Code which is or could become a liability of the Company or any of its Subsidiaries. (j) With respect to each Plan that is not subject to United States Law (a “Foreign Plan”): (i) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the 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 Closing Date, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Plan and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (ii) each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. (k) Section 3.17(k) of the Disclosure Schedule contains a true, correct and complete schedule of the aggregate amounts of all Liabilities of the Company and its Subsidiaries that are owed on or following the date of this Agreement to any employeemanagers or employees of the businesses of the Company and its Subsidiaries, director as currently conducted or consultantto any other Person pursuant to any bonus plan, deferred compensation plan or vacation plan. (l) In respect of each Company Stock Option which is outstanding at the Effective Time (whether vested or unvested), the holder of which is within the charge to United Kingdom Taxes, either (i) the holder has agreed and undertaken in writing to any company which is a “secondary contributor” in respect of Employer’s NICs (as defined below) payable in respect of any gain realised upon the exercise, assignment, cancellation or release of a Company Stock Option (the “Secondary Contributor”) that the Secondary Contributor may recover from the holder the whole of any Employer’s NICs; or (iiiii) meet the definition holder has joined with the Secondary Contributor in making a written election for the whole of any liability of the Secondary Contributor to Employer’s NICs to be transferred to the holder (such election being in such terms and such form and having obtained such approval by H.M. Revenue & Customs as is provided in paragraph 3B of Schedule 1 to the Social Security Contributions and Benefits Act 1992). For purposes of this Section 3.17(l), “Employer’s NICs” means the amount of secondary Class 1 National Insurance contributions payable in respect of any gain realised on the exercise, assignment, cancellation or release of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation ProgramCompany Stock Option.

Employee Benefits; ERISA. (a) Schedule 3.10(a3.08(a) of or the Disclosure Schedule Purchaser SEC Documents sets forth a true true, correct and complete a list of each materialmaterial "employee pension benefit plan" (as defined in Section 3(2) of ERISA), written profit-sharingmaterial Welfare Plan and each other material plan, arrangement or policy relating to stock options, stock option, restricted stock optionpurchases, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance fringe benefits or other employee benefit planbenefits, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to in each case maintained by any Company Purchaser or any Company Subsidiary on behalf of its Subsidiaries for the benefit of any current present or former employeedirectors, director officers or consultant employees of any Company Purchaser or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary Subsidiaries (all of which are hereinafter referred to as the foregoing being herein called "Benefit PlansPURCHASER BENEFIT PLANS"). Schedule 3.10(a) Purchaser has delivered or made available to Sellers (whether through direct access or through access on the SEC's web site to exhibits that constitute part of the Disclosure Schedule identifies Purchaser SEC Documents) copies of (i) each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Purchaser Benefit Plan. , (bii) With the most recent annual report on Form 5500 filed with the IRS with respect to each of the Purchaser Benefit PlansPlan (if any such report was required), Seller has made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan descriptiondescription for each Purchaser Benefit Plan for which such a summary plan description is required and (iv) each trust agreement and group annuity contract relating to any Purchaser Benefit Plan. Schedule 3.08(a) also sets forth a true, correct and complete list of any other pension plans, old age and other benefit programs and any other pension commitments granted to current or former employees of any of Purchaser or any of its Subsidiaries under other applicable laws. (b) Except for (i) Purchaser Benefit Plans, (ii) employer's contributions to mandatory benefit schemes under Applicable Law, (iii) sick pay for a period to which any employee is entitled under Applicable Law or under applicable collective bargaining agreements or under any individual agreement the terms of which have been disclosed in writing to Sellers, and (iv) the individual commitments and benefit plans described in Schedule 3.08(b) or in the Purchaser SEC Documents, Purchaser and its Subsidiaries are under no obligation to pay, and have not agreed to pay or are not paying on a customary or voluntary basis (A) any pension (including retirement and early-retirement payments, disability pensions and pensions for surviving spouses or dependants, whether forfeitable or non-forfeitable and irrespective whether on the basis of current pension payments or on the basis of a one time capital payment) or any other retirement, death, sickness, disability or medical benefit or (B) any contributions to any pension fund, insurance company or other entity with respect to any such pension or benefit. Schedule 3.08(b) or the Purchaser SEC Documents sets forth a true, correct and complete list of all pension plans, old age and other benefit programs and any other pension commitments together with each summary their relevant conditions (amount of material modifications; (vithe granted benefits, amount of the granted contributions to pension funds, to insurance companies or to any other external provider, date of grant, indication of any agreed non-forfeitable rights or expectancies, indication of any agreed indexation or adjustment of pension payments) granted to the most recent determination letter received from current or the Internal Revenue Service; former employees as listed on Schedule 3.08(b) or in the Purchaser SEC Documents of Purchaser or of any of its Subsidiaries under Applicable Law other than Purchaser Benefit Plans. Any such pension or other obligations of Purchaser and (vii) of any Form 5310 or Form 5330 filed of its Subsidiaries under such commitments and plans are fully reflected in the Purchaser Financial Statements in accordance with the Internal Revenue Servicerelevant accounting principles in the highest amount possible under Applicable Law. (c) Each Benefit Except as set forth in Schedule 3.08(c) or in the Purchaser SEC Documents, the pension plans and commitments as listed on Schedule 3.08(b) or in the Purchaser SEC Documents are congruently covered/fully funded by employer's pension liability insurances and such employer's pension liability insurances are free and clear of all Liens. (d) Purchaser's 401(k) Plan ("PURCHASER'S 401(K) PLAN") has been operated and administered substantially in accordance with its terms terms, except where the failure to be so administered would not have a Material Adverse Effect on Purchaser. Purchaser and its Subsidiaries and Purchaser's 401(k) Plan are in substantial compliance with all applicable law including, but not limited to, provisions of ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B except for instances of the Codepossible non compliance that would not have a Material Adverse Effect on Purchaser. Purchaser's 401(k) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39IRS dated August 9, 2002, to the effect that it is qualified and exempt from Federal Income Taxes under Sections 401(a) and 501(a), andrespectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of Seller or the CompaniesPurchaser, has revocation been threatened. Except as would not have a Material Adverse Effect on Purchaser, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the CompaniesPurchaser, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Purchaser Benefit Plans. (de) No Benefit Plan isExcept as would not have a Material Adverse Effect on Purchaser, and no benefit plan of neither Purchaser nor any person or entity which is considered one employer that, together with any Company Purchaser or any Company Subsidiary of its Subsidiaries, is treated as a single employer under Section 4001 of ERISA 414(b), (c), (m) or Section 414 (o) of the Code is, has incurred or has been for the past six years, subject would reasonably be expected to incur any liability under Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth would not have a Material Adverse Effect on Purchaser, each Purchaser Benefit Plan that is a Welfare Plan, to the extent applicable, complies in Schedule 3.10(fall material respects with the applicable requirements of Section 4980B(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderCode. (g) Except as set forth in Schedule 3.10(g3.08(g) or in the Purchaser SEC Documents, no employee of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company Purchaser or any Company Subsidiary of its Subsidiaries will be entitled to severance pay or increase in severance pay, unemployment compensation any additional benefits or any other payment; (ii) accelerate acceleration of the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted benefits under any Purchaser Benefit Plan as a result of the Seller's Performance Incentive Compensation Programtransactions contemplated by this Agreement. (h) Purchaser does not maintain any Purchaser Benefit Plan covering non-U.S. employees.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth The Community Entities have Previously Disclosed a true and complete list of each materialbonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance pay, medical, life or other insurance, profit-sharing, stock optionor pension plan, restricted stock optionprogram, deferred compensationagreement or arrangement, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any Company Community Entity or by any Company Subsidiary on behalf trade or business, whether or not incorporated, that together with any Community Entity would be deemed a "single employer" under Section 414 of the Code (an "ERISA Affiliate") for the benefit of any current employee or director (including advisory directors) or former employee, employee or former director or consultant (including advisory directors) of any Company Community Entity, whether formal or any Company Subsidiary, informal and whether legally binding or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary not (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries Community Entities has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan plan or materially modify or change any existing Benefit PlanPlan that would affect any employee or director or former employee or former director of any Community Entity. (b) With respect to each of the Benefit Plans, Seller has the Community Entities have made available to Buyer CFX true and complete copies of each of the following documents, if applicable: (ia) the plan document Plan and related documents (including all amendments thereto); (ii) trust documents and insurance contracts; (iiib) the two most recent annual report filed on Form 5500 for the last two yearsreports and financial statements, if any; (iv) the actuarial report for the last two years, if any; (vc) the most recent summary plan descriptionSummary Plan Description, together with each summary Summary of Material Modifications, required under ERISA with respect to such Plan, and all material modificationsemployee communications relating to such Plan; and (vid) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter and all material communications to or from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller IRS or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller other governmental or the Companies, threatened litigation regulatory authority relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Planseach Plan. (dc) No Benefit Plan isliability under Title IV of ERISA has been incurred by any Community Entity or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.condition exists that presents

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.12(a) of the Company Disclosure Schedule sets forth contains a true and complete list of each materialmaterial bonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedif any, sponsored, maintained or contributed to or required to be contributed to by the Company, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of the Company, any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which ERISA are hereinafter referred to collectively as the "Benefit ERISA Plans"). Schedule 3.10(a) None of the Disclosure Schedule identifies each Company, any of its Subsidiaries, or any ERISA Affiliate has any commitment to create any additional Plan or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of the Benefit Plans which constitutes an "employee benefit plan" as defined Company, any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in Section 3(3) of the Employee Retirement Income Security Act of 1974aggregate, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations not likely to result in a material liability of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Planits Subsidiaries. (b) With respect to each of the Benefit Plans, Seller the Company has heretofore delivered or made available, or will make available to Buyer true Investors true, correct and complete copies of each of the following documents, if applicable: : (i) the plan document Plan documents (including all amendments thereto); ) for each written Plan; (ii) trust documents and insurance contractsthe annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and (iii) the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each such Plan for the last two years, if any; (iv) Plan year ending prior to the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary date of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Servicethis Agreement. (c) No liability under Title IV of ERISA has been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate since its inception that has not been satisfied in full, and no condition exists that presents a material risk to the Company, any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title. (d) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) Each Benefit Plan of the Plans has been operated and administered substantially in all material respects in accordance with its terms and with applicable law laws, including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code . (including notices under Section 4980B f) Each of the Code) have been timely made. Each Benefit Plan which ERISA Plans that is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified or has applied to the IRS for "TRA" (as defined in Rev. Proc. 93-39), such a determination and, to the knowledge of Seller the Company, no event has occurred that will or the Companies, there are no circumstances that are is likely to result in revocation give rise to disqualification of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability trust created thereunder. (g) Except as set forth in Schedule 3.10(gSection 3.12(h) of the Company Disclosure Schedule, neither no amounts payable under the execution Plans or any other contract, agreement or arrangement to which the Company, any of this Agreement nor its Subsidiaries or any ERISA Affiliate is likely, as a result of the transactions contemplated hereby, to fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code. (h) Except as set forth in Section 3.12(i) of the Company Disclosure Schedule, the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any employeecurrent or former employee or officer of the Company, director or consultant any of any Company its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar termination payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment compensation due any such employee or officer. (i) All Plans covering foreign employees of the Company or the Subsidiaries comply in all material respects with applicable local law. The Company and the Subsidiaries have no material unfunded liabilities with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programpension plan which covers foreign employees.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth The Portsmouth Entities have Previously Disclosed a true and complete list of each materialbonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance pay, medical, life or other insurance, profit-sharing, stock optionor pension plan, restricted stock optionprogram, deferred compensationagreement or arrangement, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by either Portsmouth Entity or by any Company trade or any Company Subsidiary on behalf business, whether or not incorporated, that together with either Portsmouth Entity would be deemed a "single employer" under Section 414 of the Code (an "ERISA Affiliate") for the benefit of any current employee or director (including advisory directors) or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current employee or former employeedirector (including advisory directors) of either Portsmouth Entity, director whether formal or consultant of any Company informal and whether legally binding or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary not (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) Neither of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries Portsmouth Entities has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan plan or materially modify or change any existing Benefit PlanPlan that would affect any employee or director or former employee or former director of either Portsmouth Entity. (b) With respect to each of the Benefit Plans, Seller has made available the Portsmouth Entities have Previously Disclosed to Buyer CFX true and complete copies of each of the following documents, if applicable: (ia) the plan document Plan and related documents (including all amendments thereto); (ii) trust documents and insurance contracts; (iiib) the two most recent annual report filed on Form 5500 for the last two yearsreports and financial statements, if any; (iv) the actuarial report for the last two years, if any; (vc) the most recent summary plan descriptionSummary Plan Description, together with each summary Summary of Material Modifications, required under ERISA with respect to such Plan, and all material modificationsemployee communications relating to such Plan; and (vid) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under the Code and all material communications to or from the IRS or any other governmental or regulatory authority relating to each Plan. (c) No liability under Title IV of ERISA has been incurred by either Portsmouth Entity or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to Portsmouth or any ERISA Affiliate of incurring a liability under such Title. No reportable event under Section 401(a) 4043 of ERISA (other than the reportable event described in Pension Benefit Guaranty Corporation Regulation 2615.23 occurring by reason of the Code Transactions) has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller occurred or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction will occur with respect to any Benefit Plan that, assuming on or before the taxable period of such transaction expired as of Closing Date or the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansEffective Date. (d) No Benefit Plan isPortsmouth Entity, no ERISA Affiliate, no Plan, no trust created thereunder, and no benefit plan of trustee or administrator thereof has engaged in a transaction in connection with which any entity which is considered one employer with Portsmouth Entity, any Company Plan, any trust, or any Company Subsidiary under trustee or administrator thereof, could be subject to either a civil penalty assessed pursuant to Section 4001 409 or 502(i) of ERISA ERISA, or a tax imposed pursuant to Section 414 4975 or 4976 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereofCode. (e) All contributions Full payment has been made, or will be made in accordance with Section 404(a)(6) of the Code, of all amounts that either Portsmouth Entity or any ERISA Affiliate is required to be made pay under Section 412 of the Code or under the terms of any Benefit Plan have been timely made when due the Plans, and all such amounts properly accrued through the Closing Date or have been reflected the Effective Date will be paid on or prior to the Closing Date or the Effective Date (as applicable) or will be properly recorded on the Final Year End Statementsbooks and records of Portsmouth. None of the Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived. (f) Except as set forth Previously Disclosed, with respect to each Plan that is subject to Title IV of ERISA, the present value of accrued benefits under such Plan, based upon the actuarial assumptions used for funding purposes in Schedule 3.10(f) of the Disclosure Schedulemost recent actuarial report prepared by such Plan's actuary with respect to such Plan, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued did not, as of the valuation date hereof by each Company and each Company Subsidiary used in respect such report, exceed the current value of the assets of such obligations Plan allocable to such accrued benefits as of such valuation date and no material adverse change in the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights funded status of any Company or any Company Subsidiary to amend or terminate any Benefit such Plan without incurring Liability thereunderhas occurred since such valuation date. (g) Except No Plan is a "multiemployer pension plan," as set forth such term is defined in Schedule 3.10(gSection 3(37) 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. (h) Each Plan that is intended to be "qualified" within the meaning of Section 401(a) of the Disclosure ScheduleCode is so qualified. Each Plan that is intended to satisfy the requirements of Section 125 or 501(c)(9) of the Code satisfies such requirements. Each Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including without limitation ERISA and the Code. (i) Except as Previously Disclosed, each Plan may be amended or terminated without liability to Portsmouth or any ERISA Affiliate. No amounts payable under the Plans will fail to be deductible for federal income tax purposes under Section 280G of the Code. (j) There are no actions, suits or claims pending, or, to the knowledge of the Portsmouth Entities, threatened or anticipated (other than routine claims for benefits) against any Plan, the assets of any Plan or against either Portsmouth Entity or any ERISA Affiliate with respect to any 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 Plan or any fiduciary thereof (other than rules of general applicability). There are no pending or threatened audits, examinations or investigations by any governmental body, commission or agency involving any Plan. (k) Except as Previously Disclosed, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon Transactions nor termination of the employment of any employees of either of the Portsmouth Entities prior to or after following consummation of the date hereof) Transactions will (i) entitle any employee, current or former employee or director or consultant of any Company or any Company Subsidiary either Portsmouth Entity to severance pay or increase in severance pay, unemployment compensation or any other similar payment; , (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount amount, of payment with respect to any compensation due to any employeesuch current or former employee or director, director or consultant; or (iii) meet renew or extend the definition of a "Change in Control Event" or otherwise accelerate vesting term of any award granted under agreement regarding compensation for a current or former employee or director, or (iv) result in the Seller's Performance Incentive Compensation ProgramPortsmouth Entities making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code.

Employee Benefits; ERISA. (a) Schedule 3.10(a3.18(a) of the Disclosure Schedule sets forth contains a true list and complete list brief description of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other “employee pension benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ” (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (a “Pension Plan”), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (a “Welfare Plan”), and identifies each other plan, arrangement or policy (written or oral) relating to stock options, stock purchases, compensation, deferred compensation, severance, fringe benefits or other employee benefits, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company, any Company Subsidiary or any ERISA Affiliate for the benefit of the Benefit Plans that are sponsored by any present or are otherwise obligations former officers, employees, agents, directors or independent contractors of the Company or any Company Subsidiary. None of Subsidiary (all the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each of the foregoing being herein called “Benefit Plans, Seller ”). The Company has made available delivered to Buyer Purchaser true and complete copies of each of the following documents, if applicable: (i) each Benefit Plan (or, in the plan document case of any unwritten Benefit Plans, a description thereof), (ii) the two most recent annual reports on Form 5500 (including all amendments schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required by Applicable Law); (ii) trust documents and insurance contracts; , (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with description (or similar document) for each Table of Contents Benefit Plan for which such a summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries and (viiiv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Benefit Plan. To the Knowledge of the Company, each such Form 5310 5500 and each such summary plan description (or Form 5330 filed with the Internal Revenue Servicesimilar document) was as of its date and is true, complete and correct in all material respects. (cb) Each Benefit Plan has been operated and administered substantially in all material respects in accordance with its terms terms. The Company, the Company Subsidiaries and all the Benefit Plans are in compliance in all material respects with the applicable law includingprovisions of ERISA, but not limited to, ERISA and the Code, all other Applicable Laws and the terms of all noticesapplicable collective bargaining agreements and similar Contracts. All reports, filings returns and disclosures similar documents with respect to the Benefit Plans required to be filed with any Governmental Entity or distributed to any Benefit Plan participant have been duly and timely filed or distributed and, to the Knowledge of the Company, all reports, returns and similar documents actually filed or distributed were true, complete and correct in all material respects. There are no investigations by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable under the Benefit Plans) or proceedings against or involving any Benefit Plan or asserting any rights to or claims for benefits under any Benefit Plan that could give rise to any material liability, and there are not any facts or circumstances that could give rise to any material liability in the event of any such investigation, claim or proceeding. (c) None of the Company, any Company Subsidiary, any ERISA Affiliate, or any of their respective predecessors has contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way has any material liability, directly or indirectly with respect to (A) any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) that is subject to Sections 4063, 4064 or 4069 of ERISA or Section 413(c) of the Code that covers or has covered any employee of the Company or any ERISA Affiliate; or (B) any plan or arrangement that provides for post-employment medical, life insurance or other welfare-type benefits (other than health continuation coverage required by Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA or otherwise as required by law). (d) All contributions to, and payments from, the Benefit Plans that may have been required to be made in accordance with the terms of the Benefit Plans, any applicable collective bargaining agreement or any provision of ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each All such contributions to, and payments from, the Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended Plans, except those payments to be made from a trust qualified under Section 401(a) of the Code Code, for any period ending before the First Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected in the financial statements of the Company. (e) Each Company Pension Plan that is intended to be a tax-qualified plan has received been the subject of a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39to the effect that such Company Pension Plan and related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has Table of Contents been revoked, and, to the knowledge Knowledge of Seller or the CompaniesCompany, there are revocation has not been threatened; no event has occurred and no circumstances exist that are likely would adversely affect the tax-qualification of such Company Pension Plan; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter in any respect that might adversely affect its qualification or materially increase its cost. The Company has delivered to result in revocation Purchaser a true and complete copy of the most recent determination letter received with respect to each Company Pension Plan for which such a letter has been issued, as well as a true and complete copy of any such favorable pending application for a determination letter. There is no pending or, The Company has also provided to the knowledge Purchaser a list of Seller or the Companies, threatened litigation relating all Company Pension Plan amendments as to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries which a favorable determination letter has engaged not yet been received. (i) No non-exempt “prohibited transaction” (as defined in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i406 of ERISA) has occurred that involves the assets of ERISA in an amount which any Benefit Plan; (ii) no non-exempt prohibited transaction has occurred that could subject the Company, any Company Subsidiary, any of their employees, or, to the Knowledge of the Company, a trustee, administrator or other fiduciary of any trust created under any Benefit Plan to any material tax or sanctions on prohibited transactions imposed by Section 4975 of the Code or Title I of ERISA; (iii) no Company Pension Plan is reasonably expected to be material. No action has been taken with respect terminated; and (iv) none of the Company, any Company Subsidiary or, to the Knowledge of the Company, any trustee, administrator or other fiduciary of any Benefit Plan or any agent of any of the Benefit Plans foregoing has engaged in any transaction or acted in a manner that could, or has failed to either terminate act so as to, subject the Company, any Company Subsidiary or any trustee, administrator or other fiduciary to any liability for breach of such Benefit Plans fiduciary duty under ERISA or to cause distributions, any other than in the Ordinary Course of Business to participants under such Benefit Plansapplicable law. (dg) No Benefit ERISA Affiliate has incurred or reasonably expects to incur any liability (i) to a Pension Plan is(other than for contributions not yet due) that, and no benefit plan of any entity which is considered one employer when aggregated with any other such liabilities, would result in a material liability to the Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code isSubsidiary, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement liability has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued fully paid as of the date hereof by each Company and each Company Subsidiary hereof, or (ii) to the Pension Benefit Guaranty Corporation. (h) No ERISA Affiliate has (i) engaged in respect a transaction described in Section 4069 of such obligations as of ERISA that could subject the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend liability at any time after the date hereof or terminate (ii) acted in a manner that could, or failed to act so as to, result in material fines, penalties, taxes or related charges under (x) Section 502(c), (i) or (1) of ERISA, (y) Section 4071 of ERISA or (z) Chapter 43 of the Code. (i) Schedule 3.18(i) discloses whether each Welfare Plan is (i) unfunded, (ii) funded through a “welfare benefit fund”, as such term is defined in Section 419(e) of the Code, or other funding mechanism or (iii) insured. Each such Welfare Plan may be amended or terminated without material liability to the Company or any Company Subsidiary at any time after the First Closing Date. The Company and the Company Subsidiaries comply with the applicable requirements of Section 4980B(f) of the Code with respect to each Benefit Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code. (j) No employee of the Company or any Company Subsidiary will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Benefit Plan without incurring Liability thereunder.as a result of the Transactions. Table of Contents (gk) Except as set forth in Schedule 3.10(gAssuming that the Company is a “publicly held corporation” within the meaning of Section 162(m) of the Disclosure ScheduleCode, neither no compensation payable by the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay any of their employees under any existing contract, Benefit Plan or increase other employment arrangement or understanding (including by reason of the Transactions) would be subject to disallowance under Section 162(m) of the Code. (l) Any amount that could be received (whether in severance paycash or property or the vesting of property) as a result of any of the Transactions by any employee, unemployment compensation officer, director or independent contractor of the Company or any of its Affiliates who is a “disqualified individual” (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would not be characterized as an “excess parachute payment; ” (as such term is defined in Section 280G(b)(1) of the Code). Schedule 3.18(n) sets forth (i) the maximum amount that could be paid to each executive officer of the Company as a result of the Transactions under all employment, severance and termination agreements, other compensation arrangements and Benefit Plans currently in effect and (ii) accelerate the time “base amount” (as such term is defined in Section 280G(b)(3) of payment or vesting or funding (through a grantor trust or otherwisethe Code) or increase for each such executive officer calculated as of the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programdate hereof.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.12(a) of the Company Disclosure Schedule sets forth contains a true and complete list of each materialmaterial bonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by the Company, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of the Company, any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which ERISA are hereinafter referred to collectively as the "Benefit ERISA Plans"). Schedule 3.10(a) None of the Disclosure Schedule identifies each Company, any of its Subsidiaries, or any ERISA Affiliate has any commitment to create any additional Plan or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Plan that would affect any employee or former employee of the Benefit Plans which constitutes an "employee benefit plan" as defined Company, any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in Section 3(3) of the Employee Retirement Income Security Act of 1974aggregate, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations not likely to result in a material liability of the Company or any Company Subsidiary. None of the Companies or Company Subsidiaries has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially modify or change any existing Benefit Planits Subsidiaries. (b) With respect to each of the Benefit Plans, Seller the Company has heretofore delivered or made available to Buyer true Republic true, correct and complete copies of each of the following documents, if applicable: : (i) the plan document Plan documents (including all amendments thereto); ) for each written Plan; (ii) trust documents and insurance contractsthe annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and (iii) the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each such Plan for the last two years, if any; (iv) Plan year ending prior to the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary date of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Servicethis Agreement. (c) No liability under Title IV of ERISA has been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate since July 1, 1995 that has not been satisfied in full, and no condition exists that presents a material risk to the Company, any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title, other than liability for contributions to such Plans and premiums due the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been made when due. No Plan (other than a Plan which is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA) is subject to Title IV of ERISA or Section 412 of the Code. (d) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of the Company, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) With respect to any ERISA Plan that is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, (i) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has, since July 1, 1995 made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) no event has occurred that presents a material risk of a partial withdrawal, (iii) none of the Company, any of its Subsidiaries, or any ERISA Affiliate has any material contingent liability under Section 4204 of ERISA, and no circumstances exist that present a material risk that any such plan will go into reorganization, and (iv) the aggregate withdrawal liability of the Company, its Subsidiaries and ERISA Affiliates, computed as if a complete withdrawal by the Company, any of its Subsidiaries and the ERISA Affiliates had occurred under each such Plan on the date hereof, would not be material. (f) Each Benefit Plan of the Plans has been operated and administered substantially in all material respects in accordance with its terms and with applicable law laws, including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code . (including notices under Section 4980B g) Each of the Code) have been timely made. Each Benefit Plan which ERISA Plans that is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified or has applied to the IRS for "TRA" (as defined in Rev. Proc. 93-39), such a determination and, to the knowledge of Seller the Company, no event has occurred that will or the Companies, there are no circumstances that are is likely to result in revocation give rise to disqualification of any such favorable determination letter. There is no pending or, to the knowledge of Seller Plan or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Planstrust created thereunder. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (fh) Except as set forth in Schedule 3.10(fSection 3.12(h) of the Company Disclosure Schedule, none no amounts payable under the Plans or any other contract, agreement or arrangement to which the Company, any of its Subsidiaries or any ERISA Affiliate is likely, as a result of the Companies nor any Company Subsidiary has any obligations transactions contemplated hereby, to fail to be deductible for retiree health or life benefits other than coverage mandated federal income tax purposes by applicable law. The amounts accrued as virtue of Section 280G of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderCode. (gi) Except as set forth in Schedule 3.10(gSection 3.12(i) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any employeecurrent or former employee or officer of the Company, director or consultant any of any Company its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar termination payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment compensation due any such employee or officer. (j) All Plans covering foreign employees of the Company or the Subsidiaries comply in all material respects with applicable local law. The Company and the Subsidiaries have no material unfunded liabilities with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programpension plan which covers foreign employees.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth Rio Bravo U.S. has disclosed a true and complete list of each materialmaterial bonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedif any, sponsored, maintained or contributed to or required to be contributed to by Rio Bravo U.S., any Company of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Rio Bravo U.S. would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of Rio Bravo U.S., any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which ERISA are hereinafter referred to collectively as the "Benefit ERISA Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies Rio Bravo U.S., any of its Subsidiaries, or Company Subsidiaries any ERISA Affiliate has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Benefit PlanPlan that would affect any employee or former employee of Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in the aggregate, not likely to result in a material liability of Rio Bravo U.S. or any of its Subsidiaries. (b) With respect to each of the Benefit Plans, Seller if applicable, Rio Bravo U.S. has heretofore delivered or made available, or will make available to Buyer true Novamex true, correct and complete copies of each of the following documents, if applicable: : (i) the plan document Plan documents (including all amendments thereto); ) for each written Plan; (ii) trust documents and insurance contractsthe annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and (iii) the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each such Plan for the last two years, if any; (iv) Plan year ending prior to the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary date of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Servicethis Agreement. (c) No liability under Title IV of ERISA has been incurred by Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate since its inception that has not been satisfied in full, and no condition exists that presents a material risk to Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title. (d) None of Rio Bravo U.S., any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of Rio Bravo U.S., any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) Each Benefit Plan of the Plans has been operated and administered substantially in all material respects in accordance with its terms and with applicable law laws, including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code . (including notices under Section 4980B f) Each of the Code) have been timely made. Each Benefit Plan which ERISA Plans that is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") stating that it is so qualified or has applied to the IRS for "TRA" (as defined in Rev. Proc. 93-39), such a determination and, to the knowledge of Seller Rio Bravo U.S., no event has occurred that will or the Companies, there are no circumstances that are is likely to result in revocation give rise to disqualification of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability trust created thereunder. (g) Except as set forth in Schedule 3.10(g) otherwise disclosed, no amounts payable under the Plans or any other contract, agreement or arrangement to which Rio Bravo U.S., any of its Subsidiaries or any ERISA Affiliate is likely, as a result of the Disclosure Scheduletransactions contemplated hereby, neither to fail to be deductible for federal income tax purposes by virtue of Section 280G of the execution of this Agreement nor Code. (h) Except as otherwise disclosed, the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any employeecurrent or former employee or officer of Rio Bravo U.S., director or consultant any of any Company its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar termination payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment compensation due any such employee or officer. (i) All Plans covering foreign employees of Rio Bravo U.S. or the Subsidiaries comply in all material respects with applicable local law. Rio Bravo U.S. and the Subsidiaries have no material unfunded liabilities with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programpension plan which covers foreign employees.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth ------------------------ contains a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (i) all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit planplans" as defined in (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and identifies each all bonus, stock option, stock purchase, stock-based award, ----- restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including payroll practices, with respect to which Parent or any of its subsidiaries or any other person or entity that, together with Parent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Benefit Plans that Code (each, together with Parent, a "Commonly Controlled Entity") has any -------------------------- current obligation or which are currently maintained, contributed to or sponsored by a Commonly Controlled Entity for the benefit of any current or are otherwise obligations former employees, officers, agents or directors of Parent or any of its subsidiaries (all of the Company foregoing being herein called "Benefit Plans") and (ii) ------------- all employment, consulting, retention, termination, severance or other contracts or agreements (excluding stock option agreements) pursuant to which Parent or any Company Subsidiary. None of the Companies or Company Subsidiaries its subsidiaries has any formal commitment obligation with respect to any current or intention communicated to former employees, officers, agents or directors of Parent or any of its subsidiaries (the "Employee Agreements"). Parent has ------------------- made available to create Lender true and complete copies of (v) each Employee Agreement (or in the case of any additional unwritten Employee Agreement, a description thereof), (w) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof), (x) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required), (y) the most recent summary plan description (or materially modify similar document) for each Benefit Plan for which a summary plan description is required or change was otherwise provided to plan participants or beneficiaries and (z) each trust agreement and group annuity contract relating to any existing Benefit Plan. (b) With respect Except as disclosed in Schedule 3.10(b), all Benefit Plans and related trusts that are intended to each be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Benefit Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of Parent, has revocation been threatened; no event has occurred and no circumstances exist that would adversely affect the tax qualification of such Benefit Plans, Seller Plan nor has made available to Buyer true and complete copies any such Benefit Plan been amended since the date of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the its most recent determination letter received from the Internal Revenue Service; and (vii) or application therefor in any Form 5310 respect that would adversely affect its qualification or Form 5330 filed with the Internal Revenue Servicematerially increase its costs. (c) Each Benefit Plan and any Benefit Plan that is not subject to United States law (a "Foreign Benefit Plan") has been operated and administered substantially in all -------------------- material respects in accordance with its terms terms. The Benefit Plans are, and have been administered, in compliance in all material respects with the applicable law includingprovisions of ERISA, but not limited to, ERISA and the Code, and all notices, filings other applicable laws. All employer and disclosures employee contributions to each Foreign Benefit Plan required by ERISA law in the applicable jurisdiction or by the Code (including notices under Section 4980B terms of the Code) Foreign Benefit Plan have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined made or accrued in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction accordance with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plansnormal accounting procedures. (d) No Benefit Plan isCommonly Controlled Entity has incurred any liability under or arising out of Title IV of ERISA that would have a Material Adverse Effect, and no benefit plan fact or event exists that could reasonably be expected to result in such liability. None of the assets of any entity which Commonly Controlled Entity is considered one employer with the subject of any Company or any Company Subsidiary lien arising under Section 4001 302(f) of ERISA or Section 414 412(n) of the Code is, or has been for the past six years, subject to Title IV and no member of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, any Commonly Controlled Entity has been required to be filed for post security under Section 307 of ERISA or Section 401(a)(29) of the Code with respect to any Benefit Plan Plan, and no fact or by event exists which could reasonably give rise to any ERISA Affiliate within the 12-month period ending on the date hereofsuch lien or requirement to post any such security. (e) All contributions required None of the Benefit Plans (nor any plan previously maintained or contributed to be made by a Commonly Controlled Entity within the last six years) is a multiemployer plan (within the meaning of 3(37) or 4001(a)(3) of ERISA) or a single employer pension plan (with the meaning of 4001(a)(15) of ERISA) for which any member of the Commonly Controlled Entity could incur liability under the terms Section 4063 or 4064 of any Benefit Plan have been timely made when due or have been reflected on the Final Year End StatementsERISA. (f) Except None of the Commonly Controlled Entities, any officer of any Commonly Controlled Entity, any of the Benefit Plans which are subject to ERISA, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as set forth such term is defined in Schedule 3.10(fSection 406 of ERISA or Section 4975 of the Code) or any other breach of fiduciary responsibility that could subject Parent, any of its subsidiaries or any officer of Parent or any of its subsidiaries to any tax or penalty on prohibited transactions imposed by such Section 4975 or to any liability under Section 502(i) or (l) of the Disclosure ScheduleERISA that would have a Material Adverse Effect. With respect to each Benefit Plan, none no member of any Commonly Controlled Entity is currently liable for any excise tax arising under Section 4971, 4972, 4979, 4980 or 4980B of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligationsCode that would have a Material Adverse Effect, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of no fact or event exists which could reasonably give rise to any such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderliability. (g) Except as set forth in Schedule 3.10(g) ), no employee of Parent or any of its subsidiaries will be entitled to any additional benefits or any acceleration of the Disclosure Scheduletime of payment or vesting of any benefits under any Benefit Plan as a result of the consummation of the transactions contemplated by this Agreement and the Note. In addition, Parent has taken all actions necessary (or, as appropriate, has refrained from taking action) to ensure that neither the execution of this Agreement and the Note nor the consummation of the transactions contemplated hereunder or thereunder shall result in the acceleration of vesting or exercisability of any options, or the triggering of any additional rights, under any Stock Option Plan. Without limiting the generality of the foregoing, the Board of Directors of Parent has determined in writing that neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (hereunder or will upon termination of employment prior to or after under the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of Note shall be considered a "Change in Control Eventof Control" or otherwise accelerate vesting of any award granted under the Seller's Performance terms of the 1997 Stock Award and Incentive Compensation Program.Plan (the "1997 Stock Plan"). ---------------

Employee Benefits; ERISA. (a) Except as disclosed in the Company SEC Documents, Schedule 3.10(a) of the Disclosure Schedule sets forth 3.9 contains a true and complete list of each materialmaterial employment, written bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control, termination or similar pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment 11 17 benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any the Company or any of its Subsidiaries, or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with the Company Subsidiary on behalf or any of its Subsidiaries would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any current or former employeeemployee or director of the Company, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary its Subsidiaries or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ERISA Affiliate (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a3.9(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Section 3(3Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the Employee Retirement Income Security Act of 1974, as amended "ERISA Plans"). Schedule 3.9 ("ERISA"a) and also identifies each of the Benefit Plans that are sponsored by or are otherwise obligations is maintained outside the jurisdiction of the Company or any Company SubsidiaryUnited States (such plans being hereinafter referred to collectively as the "Foreign Plans"). None of the Companies or Company Company, any of its Subsidiaries nor any ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. (b) With respect to each of the Benefit Plans, Seller the Company has made available heretofore delivered to Buyer the Purchaser true and complete copies of each of the following documents, if as applicable: (i) a copy of the plan document Plan documents (including all amendments thereto)) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents and insurance contractsa copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the last three Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each ERISA Plan for the last two yearsthree Plan years ending prior to the date of this Agreement; (iv) a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (ivvi) all contracts relating to the actuarial report for Plans with respect to which the last two yearsCompany, if anyany of its Subsidiaries or any ERISA Affiliate may have any material liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (v) the most recent summary plan description, together with each summary of material modifications; (vivii) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) No liability under Title IV of ERISA has received been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate since the Effective Date of ERISA that has not been satisfied in full, and no condition exists that presents a favorable determination letter from material risk to the Internal Revenue Service Company, or any of its Subsidiaries or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("TRA" (as defined in Rev. Proc. 93-39PBGC"), andwhich payments have been or will be made when due. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction ERISA Plans but also with respect to any Benefit Plan thatemployee benefit plan, assuming the taxable period of such transaction expired as of the date hereofprogram, could subject any Company agreement or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, arrangement subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for to which the 30-day reporting requirement has not been waivedCompany, has been required to be filed for any Benefit Plan of its Subsidiaries or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions made, or was required to be made under make, contributions during the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statementspast six years. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 4.10(a) of the Crestline Disclosure Schedule sets forth contains a true and complete list of each materialbonus, written deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control or termination pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedcurrently sponsored, maintained or contributed to or required to be contributed to by any Company Crestline or any Company Subsidiary on behalf of its Subsidiaries, or by any trade or business, whether or not incorporated, that together with Crestline or any of its Subsidiaries would be deemed to comprise a controlled group or affiliated service group or be deemed to be under common control or otherwise aggregated for purposes of Sections 414(b), (c), (m) or (o) of the Code (an "ERISA Affiliate"), other than a Plan that is a multi-employer plan within the meaning of Section 3(37) of ERISA, for the benefit of any current or former employeeemployee or director of Crestline, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary its Subsidiaries or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ERISA Affiliate (all of the "Plans" and those Plans which are hereinafter subject to ERISA are referred to as the "Benefit ERISA Plans"). Schedule 3.10(aExcept as set forth in Section 4.10(a) of the Crestline Disclosure Schedule identifies each and except as contemplated by this Agreement or as is required to maintain such Plan's compliance with applicable Law, none of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) Crestline, any of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or its Subsidiaries nor any Company Subsidiary. None of the Companies or Company Subsidiaries ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially create, modify or change any existing Benefit Plan. (b) With respect to each of the Benefit Plans, Seller Crestline has heretofore delivered or made available to Buyer Barcelo or its accountants, counsel or representatives true and complete copies of each of the following documents, if as applicable: : (i) the plan document Plan documents (including all amendments thereto); ) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents and insurance contracts; the annual report or IRS Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the most recent Plan year for which such a report was filed; (iii) the annual report filed on actuarial report, if required under ERISA, with respect to each ERISA Plan for the most recent Plan year for which an IRS Form 5500 for the last two years, if any; Series was filed; (iv) the actuarial report for most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan; (v) if the last two yearsPlan is funded through a trust or any other funding vehicle, the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (v) the most recent summary plan description, together with each summary of material modifications; ; (vi) all contracts relating to the Plans with respect to which Crestline, any of its Subsidiaries or any ERISA Affiliate may have any liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each ERISA Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code. (c) Except as set forth in Section 4.10(c) of the Crestline Disclosure Schedule, Crestline has no liability to (i) any ERISA Plan that is subject to Title IV of ERISA, or (ii) any multi-employer plan (as defined in Section 3(37) of ERISA which is a pension plan). (d) None of Crestline, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor to Crestline's knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which Crestline, any of its Subsidiaries, any ERISA Affiliate, any ERISA Plan or any such trust could be subject to any liability pursuant to ERISA, the Code or any other applicable Law which could reasonably be expected to have a Material Adverse Effect on Crestline. (e) All contributions which Crestline, any of its Subsidiaries or any ERISA Affiliate is required to pay under the terms of each of the ERISA Plans have been timely paid in full or properly recorded on the financial statements or records of Crestline or its Subsidiaries in all material respects. (f) To the knowledge of Crestline, each of the Plans has been operated and administered in accordance with applicable Laws, including but not limited to ERISA and the Code except to the extent that the failure to do so would not have a Material Adverse Effect on Crestline. (g) There has been no failure by any of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code to meet the requirements of such qualification which would have a Material Adverse Effect on Crestline. Except as disclosed in Section 4.10(g) of the Crestline Disclosure Schedule, Crestline has timely received a favorable determination letter from the Internal Revenue Service IRS for "TRA" (each Plan, as defined in Rev. Proc. 93-39)applicable, andstating that the Plan is so qualified and that the trust maintained pursuant thereto is exempt from federal income taxation under Section 501(a) of the Code, to and no event has occurred since the knowledge date of Seller or such letter(s) from the Companies, there are no circumstances that are likely to result in revocation IRS which would have an adverse effect on the qualified status of any such favorable determination letter. There is no pending or, to the knowledge of Seller Plan or the Companies, threatened litigation relating to exempt status of any such trust. (h) Except as disclosed in Section 4.10(h) of the Benefit Plans. None of SellerCrestline Disclosure Schedule, any affiliate of Sellerno Plan provides benefits, the Companies including without limitation death or the Company Subsidiaries has engaged in a transaction medical benefits (whether or not insured), with respect to any Benefit Plan thatcurrent or former employees of Crestline, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company its Subsidiaries or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. after retirement or other termination of service (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than (i) coverage mandated by applicable law. The amounts accrued Laws, (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA, or (iii) benefits, the date hereof full direct cost of which is borne by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company current or any Company Subsidiary to amend former employee (or terminate any Benefit Plan without incurring Liability thereunderbeneficiary thereof)). (gi) Except (i) as set forth disclosed in Schedule 3.10(gSection 4.10(i) of the Crestline Disclosure Schedule, neither (ii) as provided by the execution terms of the Plans, or (iii) as provided elsewhere in this Agreement nor Agreement, the consummation of the transactions Merger contemplated hereby by this Agreement will not (or will upon termination of employment prior to or after the date hereof) (iA) entitle any current or former employee, officer or director or consultant of Crestline, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other similar termination payment; , or (iiB) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment with respect to or otherwise enhance any compensation due to benefit due, or any option or other equity security held by, any such employee, director officer or consultant; director. (j) There are no pending or, to Crestline's knowledge, threatened or (iii) meet the definition anticipated claims by or on behalf of a "Change in Control Event" any Plan, by any employee or beneficiary under any such Plan or otherwise accelerate vesting involving any such Plan (other than routine claims for benefits) which could have a Material Adverse Effect on Crestline. (k) Except as otherwise disclosed in Section 4.10(k) of any award granted the Crestline Disclosure Schedule, no employees of Crestline or its Subsidiaries are employed under the Seller's Performance Incentive Compensation Programemployment agreements, union agreements, collective bargaining agreements, or similar arrangements.

Employee Benefits; ERISA. (a) Schedule 3.10(a) 3.10 of the Company Disclosure Schedule sets forth contains a true and complete list of each materialmaterial bonus, written deferred compensation, incentive compensation, stock purchase, stock option, employment, severance or termination pay, health insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material (as determined in the Company's reasonable good faith) employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedother than a non-material fringe benefit plan, sponsored, maintained or contributed to or required to be contributed to by any the Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, its Subsidiaries or by Seller on behalf of any Transferred Employeetrade or business, whether or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary not incorporated (all of which are hereinafter referred to as the an "Benefit PlansERISA Affiliate"). Schedule 3.10(a) , that is a member of a "controlled group" within the Disclosure Schedule identifies each meaning of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) section 4001 of the Employee Retirement Income Security Act of 1974, as amended amended, and the regulations promulgated thereun- 21 der ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of which the Company or a Subsidiary is a member or which is under "common control" within the meaning of Section 4001 of ERISA, with the Company or a Subsidiary, for the benefit of any Company Subsidiary. None employee or terminated employee of the Companies Company, its Subsidiaries or Company Subsidiaries has any ERISA Affiliate, whether formal commitment or intention communicated to employees, to create any additional informal (the "Benefit Plan or materially modify or change any existing Benefit PlanPlans"). (b) With respect to each of Benefit Plan, the Benefit Plans, Seller Company has made available to Buyer a true and complete copies of each of the following documents, if applicable: (i) the plan document copy thereof (including all amendments thereto); (ii) trust documents , as well as true and insurance contracts; (iii) complete copies of the two most recent annual report filed on Form 5500 for the last two yearsreports, if anyrequired under ERISA, with respect thereto; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan descriptionSummary Plan Description, together with each summary Summary of material modificationsMaterial Modifications, if required under ERISA with respect thereto; if the Benefit Plan is funded through a trust or any third party funding vehicle, the trust or other funding agreement (viincluding all amendments thereto) and the latest financial statements thereof; and the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed Service with respect to each Benefit Plan that is intended to be qualified under section 401 of the Internal Revenue ServiceCode. (c) No material liability to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA has been incurred by the Company, its Subsidiaries or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to the Company, its Subsidiaries or any ERISA Affiliate of incurring a liability under such Title, other than liability for premiums due the PBGC (which premiums have been paid when due). Each Benefit Plan has been operated and administered substantially in all respects in accordance with its terms and with applicable law includingLaw, including but not limited to, to ERISA and the Code, and all notices, filings and disclosures required by ERISA or except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansCompany. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under subject to Section 4001 of ERISA or Section 414 302 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required Neither the Company, nor any Subsidiary of the Company, nor any trust created thereunder, nor, to be made under the terms Knowledge of the Company, any trustee or administrator thereof has engaged in a transaction in connection with which the Company or any Subsidiary of the Company, any such trust, or any trustee or administrator thereof, or any party dealing with any Benefit Plan or any such trust could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a tax imposed pursuant to section 4975 or 4976 of the Code and which assessment or imposition would have been timely made when due or have been reflected a Material Adverse Effect on the Final Year End StatementsCompany. (f) Except as set forth All Benefit Plans that are subject to the laws of any jurisdiction outside the United States are in Schedule 3.10(f) of the Disclosure Schedulematerial compliance with such applicable laws, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligationsincluding relevant tax laws, and the amounts accrued as requirements of the Closing Date by each Company and each Company Subsidiary in respect of any trust deed under which they are established, except for such obligations as of the Closing Date will non-compliance which would not reasonably be adequate expected to satisfy such obligations as of the Closing Date. There are no restrictions have a Material Adverse Effect on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderCompany. (g) Each Benefit Plan which is intended to be "qualified" within the meaning of section 401(a) of the Code is so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code. (h) Except as set forth in on Schedule 3.10(g) 3.10 of the Company Disclosure Schedule, neither no Benefit Plan that is subject to the execution laws of this Agreement nor any jurisdiction within the United States provides health, death or medical benefits (whether or not insured) with respect to current or former employees of the Company or its Subsidiaries beyond their retirement or other termination of employment (other than (a) coverage mandated by applicable Law or (b) benefits the full cost of which is borne by the current or former employee (or his beneficiary)). (i) Except as set forth on Schedule 3.10 of the Company Disclosure Schedule, the consummation of the transactions contemplated hereby Transactions, alone, will not (or will upon termination of employment prior to or after the date hereof) (ia) entitle any employee, director current or consultant former employee or officer of any the Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; , (iib) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment with respect compensation or benefits due any such employee or officer or (c) require the Company or any ERISA Affiliate to fund or make any payments to any compensation due trust or other funding vehicle in respect of any Benefit Plan. (j) There are no pending, anticipated or, to the Knowledge of the Company, threatened claims by or on behalf of any employeeBenefit Plan, director by any employee or consultant; or (iii) meet the definition of a "Change in Control Event" beneficiary covered under any such Benefit Plan, or otherwise accelerate vesting of involving any award granted under such Benefit Plan (other than routine claims for benefits) which would result in a Material Adverse Effect on the Seller's Performance Incentive Compensation ProgramCompany.

Employee Benefits; ERISA. (a) Schedule 3.10(a) of the Disclosure Schedule sets forth BAYOU ROAD has disclosed, if any, a true and complete list of each materialmaterial bonus, written deferred compensation, incentive compensation, stock purchase, stock option, severance, change-in-control, termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other material employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedif any, sponsored, maintained or contributed to or required to be contributed to by BAYOU ROAD, any Company of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with BAYOU ROAD would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any employee or former employee of BAYOU ROAD, any of its Subsidiaries or any Company Subsidiary on behalf ERISA Affiliate (the "Plans"). The Plans that are "employee welfare benefit plans," or "employee pension benefit plans" as such terms are defined in Sections 3(1) and 3(2) of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which ERISA are hereinafter referred to collectively as the "Benefit ERISA Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary. None of the Companies BAYOU ROAD, any of its Subsidiaries, or Company Subsidiaries any ERISA Affiliate has any formal commitment or intention communicated to employees, to create any additional Benefit Plan or materially or, except as contemplated by Section 6.12(b) hereof, modify or change any existing Benefit PlanPlan that would affect any employee or former employee of BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate except to the extent that any such creation, modification or change is, individually or in the aggregate, not likely to result in a material liability of BAYOU ROAD or any of its Subsidiaries. (b) With respect to each of the Benefit Plans, Seller if applicable, BAYOU ROAD has heretofore delivered or made available, or will make available to Buyer true Principal Solar, Inc. true, correct and complete copies of each of the following documents, if applicable: : (i) the plan document Plan documents (including all amendments thereto); ) for each written Plan; (ii) trust documents and insurance contractsthe annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each such Plan for the last Plan year ending prior to the date of this Agreement for which such a report was filed; and (iii) the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each such Plan for the last two years, if any; (iv) Plan year ending prior to the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary date of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Servicethis Agreement. (c) No liability under Title IV of ERISA has been incurred by BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate since its inception that has not been satisfied in full, and no condition exists that presents a material risk to BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate of incurring a material liability under such Title. (d) None of BAYOU ROAD, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor, to the knowledge of BAYOU ROAD, any trustee or administrator thereof, has engaged in a transaction or has taken or failed to take any action in connection with which BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate could reasonably be expected to be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (e) Each Benefit Plan of the Plans has been operated and administered substantially in all material respects in accordance with its terms and with applicable law laws, including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code . (including notices under Section 4980B f) Each of the Code) have been timely made. Each Benefit Plan which ERISA Plans that is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") showing that it is so qualified or has applied to the IRS for "TRA" (as defined in Rev. Proc. 93-39), such a determination and, to the knowledge of Seller BAYOU ROAD, no event has occurred that will or the Companies, there are no circumstances that are is likely to result in revocation give rise to disqualification of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability trust created thereunder. (g) Except as set forth in Schedule 3.10(g) otherwise disclosed, no amounts payable under the Plans or any other contract, agreement or arrangement to which BAYOU ROAD, any of its Subsidiaries or any ERISA Affiliate is likely, as a result of the Disclosure Scheduletransactions contemplated hereby, neither to fail to be deductible for federal income tax purposes by virtue of Section 280G of the execution of this Agreement nor Code. (h) Except as otherwise disclosed, the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any employeecurrent or former employee or officer of BAYOU ROAD, director or consultant any of any Company its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other payment; similar termination payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment compensation due any such employee or officer. (i) All Plans covering foreign employees of BAYOU ROAD or the Subsidiaries comply in all material respects with applicable local law. BAYOU ROAD and the Subsidiaries have no material unfunded liabilities with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programpension plan which covers foreign employees.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 4.9(a) of the Seller Disclosure Schedule Letter sets forth a true true, correct and complete list list, as of each materialthe date hereof, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonusall Seller Affiliate Plans (as defined below). No Business Employee is entitled to, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is may become eligible to receive benefits on account of service with Seller, its Subsidiariesreceive, any Company or any Company Subsidiary benefit from a Plan (all as defined below) other than a Seller Affiliate Plan. Seller has made available to the Purchaser copies (including amendments) in the Seller data room of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a(i) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" Seller Affiliate Plans, including any plan documents, trust agreements, annuity contracts, insurance contracts or other funding documents related to a Seller Affiliate Plan, (ii) the latest determination letter obtained from the Internal Revenue Services (“IRS”) with respect to any Seller Affiliate Plan intended to be qualified or exempt under Section 401 or 501 of the Code, (iii) the most recent annual report (Form 5500, with all applicable attachments), (iv) the most recent actuarial report, and (v) census data for the Business Employees for each Seller Affiliate Plan. As used in this Agreement, “Seller Affiliate Plan” shall mean any Plan (as defined in below) sponsored by the Seller or any other trade or business (an “ERISA Affiliate”) that, together with the Seller would be treated as a single employer under Section 3(34001(b) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), in any case that are currently in effect for the benefit of any Business Employee or any other Plan to which the Subject Companies have any liability. In addition, Section 4.9(a) and of the Seller Disclosure Letter identifies each Seller Affiliate Plan that is sponsored or maintained solely for the benefit of the Benefit Plans that are sponsored by Business Employees or are otherwise obligations in respect of which Purchaser or the Company Subject Companies shall maintain or assume any Company Subsidiary. None of liability on or after the Companies or Company Subsidiaries has any formal commitment or intention communicated to employeesClosing Date (collectively, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each of the “Assumed Benefit Plans”). “Plans” shall mean all material “employee benefit plans” as defined by Section 3(3) of ERISA, Seller has made available to Buyer true and complete copies all material specified fringe benefit plans as defined in Section 6039D of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service. (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all noticesother material bonus, filings incentive compensation, deferred compensation, profit sharing, stock option, stock appreciation right, stock bonus, stock purchase, employee stock ownership, savings, severance, change in control, supplemental unemployment, layoff, salary continuation, retirement, pension, health, life insurance, disability, accident, group insurance, vacation, holiday, sick leave, fringe benefit, or welfare plan, and disclosures required by ERISA any other material employee compensation or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller agreement or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Planspolicy. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.11(a) of the Disclosure Schedule sets forth Schedules contains a true and complete list of each materialemployment, written consulting, bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, retention, severance, change-in-control or termination pay, hospitalization or other medical, disability, life or other employee insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any the Company or any of its Subsidiaries, or by any trade or business, whether or not incorporated, that together with the Company Subsidiary on behalf or any of its Subsidiaries would be deemed to comprise a controlled group or affiliated service group or be deemed to be under common control or otherwise aggregated for purposes of Sections 414(b), (c), (m) or (o) of the United States Internal Revenue Code of 1986, as amended (the "Code") (an "ERISA Affiliate"), for the benefit of any current or former employee, employee or director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiaryof its Subsidiaries, or any ERISA Affiliate (the "Plans"). Section 3.11(a) of the Disclosure Schedules identifies each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the "ERISA Plans"). Except as set forth on Section 3.11(a) of the Disclosure Schedules, none of the Plans is subject to Title IV of ERISA. None of the Companies or Company Company, any of its Subsidiaries nor any ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or, except as required by applicable law or materially to maintain tax-qualified status, modify or change any existing Benefit PlanPlan that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. (b) With respect to each of the Benefit Plans, Seller the Company has made available heretofore delivered or as promptly as practicable after the date hereof shall deliver to Buyer Merger Sub true and complete copies of each of the following documents, if as applicable: : (i) a copy of the plan document Plan documents currently in effect (including all amendments thereto); ) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents and insurance contracts; a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the last three (3) Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each ERISA Plan for the last two yearsthree (3) Plan years ending prior to the date of this Agreement; (iv) a copy of the most recent Summary Plan Description ("SPD"), together with all Summaries of Material Modification issued with respect to such SPD, if required under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; ; (vi) all contracts relating to the Plans with respect to which the Company or any of its Subsidiaries or any ERISA Affiliate may have any liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination or opinion letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed Service with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) Except as set forth on Section 3.11(c) of the Disclosure Schedules: (i) No liability under Title IV of ERISA has received a favorable determination letter from been incurred by the Internal Revenue Service for "TRA" (as defined Company, any of its Subsidiaries or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in Rev. Proc. 93-39)full, and, to the knowledge of Seller the Company, no condition exists that presents a material risk to the Company, or any of its Subsidiaries or any ERISA Affiliate of incurring any liability under such Title. (ii) With respect to any ERISA Plan that is a "multiemployer pension plan," as such term is defined in Section 4001(a)(3) of ERISA, (1) neither the CompaniesCompany, there any of its Subsidiaries nor any ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are no circumstances that are likely to result respectively defined in revocation Sections 4203 and 4205 of any such favorable determination letter. There is no pending orERISA, (2) to the knowledge of Seller the Company (or as the CompaniesCompany should reasonably be aware), threatened litigation relating no event has occurred that presents a material risk of a complete or partial withdrawal, (3) to the knowledge of the Company (or as the Company should reasonably be aware), neither the Company, any of its Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, (4) to the knowledge of the Company, no circumstances exist that present a material risk that any such multiemployer plan will go into reorganization, and (5) to the knowledge of the Company (or as the Company should reasonably be aware), the aggregate withdrawal liability of the Company, each of its Subsidiaries and the ERISA Affiliates, computed as if a complete withdrawal by the Company, each of its Subsidiaries and all of its ERISA Affiliates had occurred under each such multiemployer pension plan on the date hereof, would be greater than $50,000. (iii) To the extent the representations in Sections 3.11(c)(i) and 3.11(c)(ii) apply to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the ERISA Plans but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Company or any of its Subsidiaries or any ERISA Affiliate made, or was required to make, contributions during the past six years. (d) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the Benefit ERISA Plans. None of Seller, any affiliate of Sellertrust created thereunder, nor to the Companies Company's knowledge, any trustee or the Company Subsidiaries administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with respect which the Company, any of its Subsidiaries, any ERISA Affiliate, any ERISA Plan or any such trust could be subject to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company material liability for either a civil penalty assessed pursuant to Section 409 or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect or a tax imposed pursuant to any Section 4975(a) or (b), 4976 or 4980B of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereofCode. (e) All contributions which the Company, any of its Subsidiaries or any ERISA Affiliate is required to be made pay, prior to the date hereof, under the terms of any Benefit Plan each of the ERISA Plans have been timely made when due paid in full or have been reflected properly recorded on the Final Year End Statementsfinancial statements or records of the Company or its Subsidiaries. (f) Each of the Plans has been operated and administered in all material respects in accordance with its terms and applicable law, including but not limited to ERISA and the Code. (g) There has been no failure by any of the ERISA Plans that is intended to be "qualified" within the meaning of Section 401(a) of the Code to meet the requirements of such qualification. Except as set forth in Schedule 3.10(fon Section 3.11(g) of the Disclosure ScheduleSchedules hereto, none the Company has applied for and received a currently effective determination letter from the IRS stating that it is so qualified including satisfaction of the Companies nor requirements of the GUST amendments (as referenced in IRS Announcement 2001-104), and no event has occurred which would affect such qualified status. (h) Except as set forth on Section 3.11(h) of the Disclosure Schedules, no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Company, its Subsidiaries or any Company Subsidiary has any obligations for retiree health ERISA Affiliate after retirement or life benefits other termination of service (other than (i) coverage mandated by applicable law. The amounts accrued , (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, or (iii) benefits, the date hereof full direct cost of which is borne by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company current or any Company Subsidiary to amend former employee (or terminate any Benefit Plan without incurring Liability thereunderbeneficiary thereof)). (gi) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the The consummation of the transactions contemplated hereby by this Agreement will (not, either alone or will upon termination and in conjunction with the occurrence of employment prior to any additional or after the date hereof) further acts or events, (i) entitle any current or former employee, officer, consultant, agent or director or consultant of the Company, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other similar termination payment; , or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of or otherwise enhance any benefit due, or any option or other equity security held by, any such employee, officer, consultant, agent or director. (j) There are no pending or, to the Company's knowledge, threatened or anticipated claims by or on behalf of any Plan, by any employee or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits). (k) Except as set forth on Section 3.11(k) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any contract, agreement or other arrangement which could result in the payment by the Company or by any of its Subsidiaries of an "excess parachute payment" as that term is used in Section 280G of the Code or the payment of compensation that will not be deductible by the Company because of Section 162(m) of the Code. (l) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has, prior to the Effective Time, violated any of the health care continuation requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended or the Health Insurance Portability Accountability Act of 1996, as amended, or any similar provision of state law applicable to their employees. (m) Except as set forth in Section 3.11(m) of the Disclosure Schedules, none of the Company, any of its Subsidiaries nor any ERISA Affiliate has used the services or workers provided by third party contract labor suppliers, temporary employees, "leased employees" (as that term is defined in Section 414(n) of the Code), or individuals who have provided services as independent contractors to the extent that any of these arrangements would reasonably be expected to result in the disqualification of any of the Plans or the imposition of penalties or excise taxes with respect to any compensation due to any employeethe Plans by the IRS, director the Department of Labor or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation ProgramPension Benefit Guaranty Corporation.

Employee Benefits; ERISA. (a) Except as disclosed in the Company SEC Documents, Schedule 3.10(a) of the Disclosure Schedule sets forth 3.9 contains a true and complete list of each materialmaterial employment, written bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other stock-based incentive, severance, change-in-control, termination or similar pay, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedsponsored, maintained or contributed to or required to be contributed to by any the Company or any of its Subsidiaries, or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that --------------- together with the Company Subsidiary on behalf or any of its Subsidiaries would be deemed a "single employer" within the meaning of Section 4001(b)(1) of ERISA, for the benefit of any current or former employeeemployee or director of the Company, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary its Subsidiaries or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary ERISA Affiliate (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a3.9(a) identifies ----- each of the Plans that is an "employee welfare benefit plan," or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being hereinafter referred to collectively as the Disclosure "ERISA ----- Plans"). Schedule 3.9 (a) also identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) that is maintained ----- outside the jurisdiction of the Employee Retirement Income Security Act of 1974, United States (such plans being hereinafter referred to collectively as amended (the "ERISAForeign Plans") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any Company Subsidiary). None of the Companies or Company Company, any of ------------- its Subsidiaries nor any ERISA Affiliate has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan that would affect any current or former employee or director of the Company, any of its Subsidiaries or any ERISA Affiliate. (b) With respect to each of the Benefit Plans, Seller the Company has made available heretofore delivered to Buyer the Purchaser true and complete copies of each of the following documents, if as applicable: : (i) a copy of the plan document Plan documents (including all amendments thereto); ) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents and insurance contracts; a copy of the annual report or Internal Revenue Service Form 5500 Series, if required under ERISA, with respect to each ERISA Plan for the last three Plan years ending prior to the date of this Agreement for which such a report was filed; (iii) a copy of the annual report filed on Form 5500 actuarial report, if required under ERISA, with respect to each ERISA Plan for the last two yearsthree Plan years ending prior to the date of this Agreement; (iv) a copy of the most recent Summary Plan Description ("SPD"), --- together with all Summaries of Material Modification issued with respect to such SPD, if re quired under ERISA, with respect to each ERISA Plan, and all other material employee communications relating to each ERISA Plan; (v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; ; (vi) all contracts relating to the Plans with respect to which the Company, any of its Subsidiaries or any ERISA Affiliate may have any material liability, including insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) No liability under Title IV of ERISA has received been incurred by the Company, any of its Subsidiaries or any ERISA Affiliate since the Effective Date of ERISA that has not been satisfied in full, and no condition exists that presents a favorable determination letter from material risk to the Internal Revenue Service Company, or any of its Subsidiaries or any ERISA Affiliate of incurring any liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("TRA" (as defined in Rev. Proc. 93-39PBGC"), andwhich payments ---- have been or will be made when due. To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction ERISA Plans but also with respect to any Benefit Plan thatemployee benefit plan, assuming program, agreement or arrangement subject to Title IV of ERISA to which the taxable period Company, any of such transaction expired as of the date hereof, could subject any Company its Subsidiaries or any Company Subsidiary ERISA Affiliate made, or any Benefit Plan was required to a Tax or penalty imposed by either Section 4975 of make, contributions during the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Planspast six years. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under The PBGC has not instituted proceedings pursuant to Section 4001 4042 of ERISA or Section 414 to terminate any of the Code is, or has been for the past six years, ERISA Plans subject to Title IV of ERISA, and no condition exists that presents a material risk that such proceedings will be instituted by the PBGC. (e) With respect to each of the ERISA Plans that is subject to Title IV of ERISA, the present value of accumulated benefit obligations under such Plan, as determined by the Plan's actuary based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Plan's actuary with respect to such Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Plan allocable to such accumulated benefit obligations. (f) None of the Company, any of its Subsidiaries, any ERISA Affiliate, any of the ERISA Plans, any trust created thereunder, nor to the Company's knowledge, any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which the Company, any of its Subsidiaries or any ERISA Affiliate could be subject to any material liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. (g) All contributions and premiums which the Company, any of its Subsidiaries or any ERISA Affiliate is required to pay under the terms of each of the ERISA Plans and Section 412 of the Code, have, to the extent due, been paid in full or properly recorded on the financial statements or records of the Company or its Subsidiaries, and none of the ERISA Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the ERISA Plans ended prior to the date of this Agreement. No notice lien has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA on the assets of the Company, any of its Subsidiaries or any ERISA Affiliate, and no event or circumstance has occurred that is reason- ably likely to result in the imposition of any such lien on any such assets on account of any ERISA Plan. (h) With respect to any ERISA Plan that is a "multiemployer plan," as such term is defined in Section 3(37) of ERISA, (i) neither the Company, any of its Subsidiaries nor any ERISA Affiliate has, since September 26, 1980, made or suffered a "complete withdrawal" or a "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) no event has occurred that presents a material risk of a complete or partial withdrawal, (iii) neither the Company, each of its Subsidiaries nor any ERISA Affiliate has any contingent liability under Section 4204 of ERISA, (iv) no circumstances exist that present a material risk that any such multi-employer plan will go into reorganization, and (v) the aggregate withdrawal liability of the Company, each of its Subsidiaries and the ERISA Affiliates, computed as if a complete withdrawal by the Company, each of its Subsidiaries and all of its ERISA Affiliates had occurred under each such multiemployer plan on the date hereof, would be zero. (i) Each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including but not limited to ERISA and the Code and, to the Company's knowledge, the laws of each jurisdiction in which any of the Foreign Plans are maintained, to the extent such laws are applicable to the Foreign Plans. (j) Each of the ERISA Plans that is intended to be "reportable event", qualified" within the meaning of Section 4043 401(a) of ERISA the Code is so qualified. The Company has applied for and received a currently effective determination letter from the IRS stating that it is so qualified, and no event has occurred which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereofwould affect such qualified status. (ek) All contributions required Any fund established under an ERISA Plan that is intended to be made under satisfy the terms requirements of any Benefit Plan have been timely made when due or have been reflected on section 501(c)(9) of the Final Year End StatementsCode has so satisfied such requirements. (fl) To the Company's knowledge based on the advice of its independent accountants, except as disclosed in Section 3.9(l) of the Company Disclosure Schedule, no amounts payable under any of the Plans or any other contract, agreement or arrangement with respect to which the Company or any of its Subsidiaries may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or Section 280G of the Code. (m) Except as set forth in Schedule 3.10(fSection 3.9(m) of the Company Disclosure Schedule, none no Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of the Companies nor Company, its Subsidiaries or any Company Subsidiary has any obligations for retiree health ERISA Affiliate after retirement or life benefits other termination of service (other than (i) coverage mandated by applicable law. The amounts laws, (ii) death benefits or retirement benefits under any "employee pension plan," as that term is defined in Section 3(2) of ERISA, (iii) deferred compensation benefits accrued as liabilities on the books of the date hereof Company, any of its Subsidiaries or an ERISA Affiliate, or (iv) benefits, the full direct cost of which is borne by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company current or any Company Subsidiary to amend former employee (or terminate any Benefit Plan without incurring Liability thereunderbeneficiary thereof)). (gn) Except as set forth in Schedule 3.10(gSection 3.9(n) of the Company Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (or will upon termination of employment prior to or after the date hereof) not (i) entitle any current or former employee, director officer, director, agent or consultant of the Company, any Company of its Subsidiaries or any Company Subsidiary ERISA Affiliate to severance pay or increase in severance pay, unemployment compensation or any other similar termination payment; , or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment or otherwise enhance any benefit due any such employee, officer, director agent or consultant. (o) There are no pending or, to the Company's knowledge, threatened or anticipated claims by or on behalf of any Plan by any employee or beneficiary under any such Plan or otherwise involving any such Plan (other than routine claims for benefits). (p) With respect to the Foreign Plans to the Company's knowledge, except as set forth in Schedule 3.9(p): (i) All contributions to, and payments from, the Foreign Plans which have been required to be made in accordance with the terms of any such plan, and, where applicable, the law of the jurisdiction in which such plan is maintained, have been timely made. All such contributions to the Foreign Plans, and all payments under the Foreign Plans, for any period ending before the Closing Date that have not been made as of the date hereof are properly accrued and reflected on the financial statements of the Subsidiary maintaining such plan. (ii) All material reports, returns and similar documents with respect to any compensation due Foreign Plan required to be filed with any government agency or distributed to any employee, director Foreign Plan participant have been duly and timely filed or consultant; or distributed. (iii) meet Each of the definition Foreign Plans has obtained from the government or governments having jurisdiction with respect to such plan any required determination that such plans are in compliance with the laws and regulations of such government. (iv) Each of the Foreign Plans has been administered at all times, in all material respects, in accordance with its terms. (v) The assets of each of the Foreign Plans (which is an employee pension benefit plan as defined in Section 3(2) of ERISA and is funded through a "Change trust, insurance contract or similar funding medium) are at least equal to the liabilities of such plans (as determined in Control Event" or otherwise accelerate vesting accordance with the most recent actuarial valuation available with resect to such plans). (vi) Purchaser will incur no material liability with respect to any Foreign Plan solely as a result of any award granted under the Seller's Performance Incentive Compensation Programconsummation of the transactions contemplated by this Agreement.

Employee Benefits; ERISA. (a) Schedule 3.10(a) 3.10 of ------------------------ the Company Disclosure Schedule sets forth contains a true and complete list of each materialbonus, written deferred compensation, incentive compensation, stock purchase, stock option, employment, severance or termination pay, health insurance, supplemental unemployment benefits, profit-sharing, stock option, restricted stock option, deferred compensation, pension, severanceor retirement plan, thriftprogram, savingsagreement or arrangement, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or each other employee benefit plan, agreementprogram, arrangement agreement or commitmentarrangement, which is maintainedother than a non-material fringe benefit plan, sponsored, maintained or contributed to or required to be contributed to (at any time during the past six years) by any the Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, its Subsidiaries or by Seller on behalf of any Transferred Employeetrade or business, whether or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary not incorporated (all of which are hereinafter referred to as the an "Benefit PlansERISA Affiliate"). Schedule 3.10(a) , that is a member of a "controlled group" within the Disclosure Schedule identifies each meaning of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) section 4001 of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of which the Company or a Subsidiary is a member or which is under "common control" within the meaning of Section 4001 of ERISA, with the Company or a Subsidiary, for the benefit of any Company Subsidiary. None employee or terminated employee of the Companies Company, its Subsidiaries or Company Subsidiaries has any ERISA Affiliate, whether formal commitment or intention communicated to employees, to create any additional informal (the "Benefit Plan or materially modify or change any existing Benefit PlanPlans"). (b) With respect to each of Benefit Plan, the Benefit Plans, Seller Company has made available to Buyer a true and complete copies of each of the following documents, if applicable: (i) the plan document copy thereof (including all amendments thereto); (ii) trust documents , as well as true and insurance contracts; (iii) complete copies of the two most recent annual report filed on Form 5500 for the last two yearsreports, if anyrequired under ERISA, with respect thereto; (iv) the two most recent actuarial report for the last two yearsreports, if anyrequired under ERISA, with respect thereto; (v) the two most recent reports prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions; the most recent summary plan descriptionSummary Plan Description, together with each summary Summary of material modificationsMaterial Modifications, if required under ERISA with respect thereto; if the Benefit Plan is funded through a trust or any third party funding vehicle, the trust or other funding agreement (viincluding all amendments thereto) and the latest financial statements thereof; and the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed Service with respect to each Benefit Plan that is intended to be qualified under section 401 of the Internal Revenue ServiceCode. (c) No liability to the Pension Benefit Guaranty Corporation ("PBGC") under Title IV of ERISA has been incurred by the Company, its Subsidiaries or any ERISA Affiliate since the effective date of ERISA that has not been satisfied in full, and no condition exists that presents a material risk to the Company, its Subsidiaries or any ERISA Affiliate of incurring a liability under such Title, other than liability for premiums due the PBGC (which premiums have been paid when due). Each Benefit Plan has been operated and administered substantially in all material respects in accordance with its terms and with applicable law includingLaw, including but not limited to, to ERISA and the Code. (d) The PBGC has not instituted proceedings to terminate any Benefit Plan and no condition exists that presents a material risk that such proceedings will be instituted. (e) No Benefit Plan is subject to Section 302 of the Code or Title IV of ERISA. (f) Neither the Company, and all noticesnor any Subsidiary of the Company, filings and disclosures required by nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction in connection with which the Company or any Subsidiary of the Company, any such trust, or any trustee or administrator thereof, or any party dealing with any Benefit Plan or any such trust could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA or the Code (including notices under Section 4980B a tax imposed pursuant to section 4975 or 4976 of the Code. (g) have been timely made. 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 requirements of any trust deed under which they are established. (h) Each Benefit Plan which is an intended to be "employee pension benefit planqualified" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section section 401(a) of the Code has received a favorable determination letter is so qualified and the trusts maintained thereunder are exempt from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 taxation under section 501(a) of the Code or Section 502(i) of ERISA in an amount which could be material. No action and no event has been taken with respect occurred to any of cause the Benefit Plans to either terminate any loss of such Benefit Plans qualified or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plansexempt status. (di) No Benefit Plan isprovides health, and no benefit plan death or medical benefits (whether or not insured) with respect to current or former employees of any entity which is considered one employer with any the Company or any Company Subsidiary under Section 4001 its Subsidiaries beyond their retirement or other termination of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. service (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than (a) coverage mandated by applicable law. Law or (b) benefits the full cost of which is borne by the current or former employee (or his beneficiary). (j) The amounts accrued as consummation of the date hereof by each Company and each Company Subsidiary in respect of such obligations as Transactions, alone, will not (a) entitle any current or former employee or officer of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; , (iib) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) vesting, or increase the amount of payment with respect compensation due any such employee or officer, (c) result in any prohibited transaction described in section 406 of ERISA or section 4975 of the Code for which an exemption is not available, or (d) require the Company or any ERISA Affiliate to fund or make any payments to any compensation due trust or other funding vehicle in respect of any Benefit Plan. (k) There are no pending, anticipated or, to the knowledge of the Company, threatened claims by or on behalf of any employeeBenefit Plan, director by any employee or consultant; or (iii) meet the definition of a "Change in Control Event" beneficiary covered under any such Benefit Plan, or otherwise accelerate vesting of involving any award granted under the Seller's Performance Incentive Compensation Programsuch Benefit Plan (other than routine claims for benefits).

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 3.17(a) of the Disclosure Schedule sets forth contains a true and complete list of each material(i) bonus, written profit-sharingdeferred compensation, incentive compensation, stock purchase, stock option, restricted stock optionappreciation right or other stock-based incentive plan or program; (ii) “welfare plan” (within the meaning of Section 3(1) of ERISA, deferred compensationwhether or not subject to ERISA); (iii) “pension plan” (within the meaning of Section 3(2) of ERISA, pension, severance, thrift, savings, incentive, change of control, whether or not subject to ERISA); (iv) employment, retirementconsulting, bonus, termination or equity-based, group life severance agreement; and health insurance or (v) other material employee benefit plan, agreementfund, arrangement program, agreement or commitmentarrangement, which in each case, that is maintainedor, with respect to any such “welfare plan” or “pension plan,” has, within the past three (3) years, been sponsored, maintained or contributed to or required to be contributed to by any the Company and its Subsidiaries, or to which the Company or any Company Subsidiary on behalf of its Subsidiaries is party, whether written or oral, for the benefit of any current or former employee, independent contractor or director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and identifies each of the Benefit Plans that are sponsored by or are otherwise obligations of the Company or any of its Subsidiaries (collectively, the “Plans”). Neither the Company Subsidiary. None nor any of the Companies or Company its Subsidiaries has any formal commitment plan or intention communicated to employeescommitment, whether legally binding or not, to create any additional Benefit Plan or materially modify or change any existing Benefit PlanPlan in any material respect (except as required by Law) that would affect any current or former employee or director of the Company or any of its Subsidiaries. There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any of its Affiliates or Subsidiaries, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. No Plan is or has been subject to Title IV of ERISA or Section 412 of the Code and none of the Company, any of its Subsidiaries or any trade or business, whether or not incorporated (an “ERISA Affiliate”), that together with the Company would be deemed a “single employer” within the meaning of Section 4001(b)(1) of ERISA has sponsored, maintained, contributed to or been required to contribute to any such plan within the past four (4) years prior to the date of this Agreement. No Plan is a “multiemployer plan,” as such term is defined in Section 3(37) of ERISA, and none of the Company, any of its Subsidiaries or any ERISA Affiliate at any time within the four (4) years prior to the date of this Agreement, has contributed to or been obligated to contribute to any “multiemployer plan.” (b) With respect to each of the Benefit Plans, Seller the Company and each of its Subsidiaries has previously made available to Buyer true Parent true, correct and complete copies of each of the following documents, if as applicable: (i) the plan document Plan documents (including all amendments thereto)) for each written Plan or a written description of any Plan that is not otherwise in writing; (ii) trust documents the three (3) most recent annual reports on Form 5500 and insurance contractsactuarial reports, if required under ERISA, and the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87; (iii) the annual report filed on Form 5500 for most recent summary plan description and all material modifications thereof; (iv) if the last two yearsPlan is funded through a trust or any other funding vehicle, the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof, if any; (iv) the actuarial report for the last two years, if any; and (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination or opinion letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed IRS with the Internal Revenue Service. (c) Each Benefit respect to each Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which that is intended to be qualified under Section 401(a) of the Code Code. (c) No Liability under Title IV or Section 302 of ERISA has received a favorable determination letter from been incurred by the Internal Revenue Service for "TRA" (as defined Company, any of its Subsidiaries or any ERISA Affiliate that has not been satisfied in Rev. Proc. 93-39)full, and, to the knowledge Knowledge of Seller the Company, no condition exists that presents a material risk to the Company, any of its Subsidiaries or the Companies, there are no circumstances that are likely to result in revocation any ERISA Affiliate of incurring any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit PlansLiability. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made by the Company with respect to any Plan on or prior to the date of the Agreement have been timely made or are reflected on the Balance Sheet. (e) None of the Company, any of its Subsidiaries, or, to the Knowledge of the Company, any Plan that is an “employee welfare benefit plan,” or “employee pension benefit plan” as such terms are defined in Sections 3(1) and 3(2), respectively, of ERISA (such plans being hereinafter referred to collectively as the “ERISA Plans”), any trust created thereunder, nor any trustee or administrator thereof, has engaged in a transaction or has taken, or failed to take, any action in connection with which the Company or any of its Subsidiaries could reasonably be expected to be subject to any material Liability for either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975(a) or (b), 4976 or 4980B of the Code. All contributions and premiums which the Company or any of its Subsidiaries is required to pay under the terms of any Benefit Plan have each of the ERISA Plans and the Code, have, to the extent required, been timely made when due paid or have been reflected properly recorded on the Final Year End Statementsfinancial statements or records of the Company and its Subsidiaries in all material respects. (f) Except as set forth (i) Each of the Plans has been operated and administered in Schedule 3.10(fall material respects in accordance with its terms and any applicable Law, including ERISA and the Code; (ii) each of the ERISA Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Disclosure Schedule, none Code has received a favorable determination or opinion letter from the IRS that it is so qualified and the trusts maintained thereunder comply in all material respects with Section 501(a) of the Companies nor Code; (iii) any fund established under an ERISA Plan that is intended to satisfy the requirements of Section 501(c)(9) of the Code has so satisfied such requirements and to the Knowledge of the Company, no condition exists that would reasonably be expected to adversely affect such qualification; and (iv) there are no pending or, to the Knowledge of the Company Subsidiary has and its Subsidiaries, threatened or anticipated claims by or on behalf of any obligations for retiree health Plan, by any employee or life benefits beneficiary under any such Plan, or otherwise involving any such Plan (other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate routine claims for benefits or relating to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunderqualified domestic relations orders). (g) No Plan provides retiree benefits, including death, hospitalization, surgical, medical or similar benefits (whether or not insured), with respect to current or former employees of the Company or any of its Subsidiaries after retirement (other than (i) coverage mandated by applicable Laws; (ii) death benefits under any “employee pension plan”; or (iii) benefits the full cost of which is borne by the current or former employee (or his beneficiary)). No condition exists that would prevent the Company or any of its Subsidiaries from amending or terminating any Plan providing retiree health or medical benefits in respect of any active or former employee of the Company or any of its Subsidiaries. (h) Except as set forth in Schedule 3.10(g) of the Disclosure Scheduleprovided herein, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will (not, either alone or will upon termination of employment in combination with another event resulting from an action taken by the Company prior to or after the date hereof) Closing, (i) entitle any current or former employee, officer or director or consultant of any the Company or any Company Subsidiary of its Subsidiaries to severance pay or increase in severance pay, unemployment compensation or any other payment; similar payment or (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment any benefit due any such employee, officer or director under any Plan. No amounts payable in connection with the transactions contemplated by this Agreement under any of the Plans or any other contract, agreement or arrangement with respect to which the Company or any compensation due of its Subsidiaries may have any Liability would reasonably be expected to fail to be deductible by the Company, its Subsidiaries or the payor of such amounts for federal income Tax purposes by virtue of Section 280G of the Code. (i) There has been no material failure of a Plan that is a group health plan (as defined in section 5000(b)(1) of the Code) to meet the requirements of section 4980B(f) of the Code with respect to a qualified beneficiary (as defined in section 4980B(g) of the Code). Except as would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries has contributed to a nonconforming group health plan (as defined in section 5000(c) of the Code) and no ERISA Affiliate of the Company has incurred a tax under section 5000(a) of the Code which is or would reasonably be expected to become a liability of the Company or any of its Subsidiaries. (j) Neither the Company nor any of its Subsidiaries is a party to any employeeagreement, director contract, arrangement or consultant; plan that has resulted or (iii) meet could reasonably be expected to result, individually or in the definition of a "Change aggregate, in Control Event" or otherwise accelerate vesting the payment of any award granted under amount that will not be fully deductible by the Seller's Performance Incentive Compensation ProgramCompany as a result of Section 162(m) of the Code (or any similar provision of state, local or foreign Tax Law).

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 2.8(a) of the Seller Disclosure Schedule Schedules sets forth a true and complete list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other of: (i) all “employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf plans” (within the meaning of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(a) of the Disclosure Schedule identifies each of the Benefit Plans which constitutes an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) and identifies each any other material employee benefit or compensation plans, policies, trust funds or arrangements (whether written or unwritten, insured or self-insured, domestic or foreign) maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) by the Seller or any Affiliate of the Benefit Plans that are sponsored by or are otherwise obligations Seller on behalf of any employee of the Company Business or their dependents, spouses, or beneficiaries, including any Company Subsidiary. None material plan, policy or arrangement providing for health, life, vision or dental insurance coverage, workers’ compensation, disability benefits, supplemental unemployment benefits, vacation benefit, fringe benefits, for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits and (ii) other than individual employment agreements or offer letters executed in substantially the Companies Seller’s (or Company Subsidiaries has any formal commitment its applicable Affiliate’s) form of employment agreement or intention communicated to employeesoffer letter, to create any additional Benefit Plan or materially modify or change any existing Benefit Plan. (b) With respect to each copies of the Benefit Plans, Seller has which have been made available to Buyer true the Purchaser, all material contracts with any employee of the Business, including any employment, termination, severance, retention, non-competition, compensation or change in control arrangements or any arrangement relating to a sale of the Business (each a “Seller Plan”). True and complete copies of each of the following documentsSeller Plans, if applicable: amendments thereto and all related service agreements, summaries and summary plan descriptions have been made available to the Purchaser. (b) None of the Seller, any entity that would be deemed a “single employer” with the Seller under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an “ERISA Affiliate”) or any of their respective predecessors has contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way has any liability, directly or indirectly with respect to (i) any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan document (including all amendments thereto)within the meaning of Section 4001(a)(15) of ERISA) that is subject to Sections 4063, 4064 or 4069 of ERISA or Section 413(c) of the Code that covered or has covered any employee or former employee of the Business; or (ii) trust documents any plan or arrangement that provides for post-employment medical, life insurance or other welfare-type benefits (other than health continuation coverage required by Section 4980B of the Code and insurance contracts; Title I, Subtitle B, Part 6 of ERISA (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue Service“COBRA”)). (c) Each Benefit Plan has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA or the Code (including notices under Section 4980B of the Code) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such Benefit Plans. (d) No Benefit Plan is, and no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(fon Section 2.8(c) of the Seller Disclosure ScheduleSchedules, (i) none of the Companies nor Seller Plans obligates the Seller or any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as Affiliate of the date hereof by each Company and each Company Subsidiary Seller to pay any separation, severance, termination or similar benefit or will result in respect of such obligations any increased payment becoming due to any Specified Employee solely as a result of the date hereof are adequate to satisfy such obligationstransactions contemplated by this Agreement, and the amounts accrued as (ii) no employee of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations Business is eligible for short-term or long-term disability insurance benefits as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due to any employee, director or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Program.

Employee Benefits; ERISA. (a) Schedule 3.10(aSection 2.12(a) of the Disclosure Schedule sets forth a true complete ------------------------------------------ and complete accurate list of each material, written profit-sharing, stock option, restricted stock option, deferred compensation, pension, severance, thrift, savings, incentive, change of control, employment, retirement, bonus, or equity-based, group life and health insurance or other employee benefit plan, agreement, arrangement or commitment, which is maintained, contributed to or required to be contributed to by any Company or any Company Subsidiary on behalf of any current or former employee, director or consultant of any Company or any Company Subsidiary, or by Seller on behalf of any Transferred Employee, or pursuant to which any current or former employee, director or consultant of any Company or Company Subsidiary or any Transferred Employee is eligible to receive benefits on account of service with Seller, its Subsidiaries, any Company or any Company Subsidiary (all of which are hereinafter referred to as the "Benefit Plans"). Schedule 3.10(aTrue, complete and correct copies of such plans, and any agreements, insurance contracts and trusts related thereto, have been delivered to Purchaser or made available to Purchaser for review. Except for the Benefit Plans described on Section 2.12(a) of the Disclosure Schedule identifies each of the --------------------------------- Schedule, Seller does not sponsor, maintain, contribute to or have any material -------- Liability with respect to any Benefit Plans which Plan. No Benefit Plan: (i) constitutes an a "employee benefit multiemployer plan" ", as defined in Section 3(33(37) of ERISA (for purposes of this Section, a "Multiemployer Plan"), (ii) is maintained in connection with any trust described in Section 501(c)(9) of the Employee Retirement Income Security Act Code, or (iii) is subject to Title IV of 1974ERISA or to the minimum funding standards of ERISA or the Code. Neither Seller nor any affiliate of Seller has made or been required to make contributions to any Multiemployer Plan. Seller has no accumulated funding deficiencies as defined in Section 412 of the Code (whether or not waived) with respect to any Benefit Plan. Neither Seller nor any affiliate of Seller has incurred any material Liability under Title IV of ERISA arising in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA. All Benefit Plans and the administration thereof comply in all material respects with the terms thereof and all applicable provisions of ERISA, as amended ("ERISA") and identifies each well as all other applicable Laws. As of the Interim Financial Statement Date, all material accrued contribution obligations of Seller with respect to all Benefit Plans that are sponsored by have either been paid or are otherwise obligations reflected on the Interim Financial Statements as of the Company or Interim Financial Statement Date. For purposes of this Section 2.12 only, an "affiliate" of any Company Subsidiary. None person means any other person that, together with such person, would be treated as a single employer under Section 414 of the Companies Code. For purposes of this Section 2.12, "material" shall mean, as applicable, a matter that would, or Company Subsidiaries has any formal commitment or intention communicated to employeescould reasonably be expected to, to create any additional Benefit Plan or materially modify or change any existing Benefit Planhave a Material Adverse Effect on the Condition of the Business. (b) With respect to each Benefit Plan, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Seller threatened, with respect to such Benefit Plan or against the assets or fiduciaries of such Benefit Plans, Seller has made available to Buyer true and complete copies of each of the following documents, if applicable: (i) the plan document (including all amendments thereto); (ii) trust documents and insurance contracts; (iii) the annual report filed on Form 5500 for the last two years, if any; (iv) the actuarial report for the last two years, if any; (v) the most recent summary plan description, together with each summary of material modifications; (vi) the most recent determination letter received from the Internal Revenue Service; and (vii) any Form 5310 or Form 5330 filed with the Internal Revenue ServicePlan. (c) Each Benefit Plan Seller has been operated and administered substantially in accordance with its terms and with applicable law including, but not limited to, ERISA and the Code, and all notices, filings and disclosures required by ERISA announced any plan or the Code commitment (including notices under Section 4980B of the Codewhether or not legally binding) have been timely made. Each Benefit Plan which is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA (a "Pension Plan") and which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service for "TRA" (as defined in Rev. Proc. 93-39), and, to the knowledge of Seller or the Companies, there are no circumstances that are likely to result in revocation of create any such favorable determination letter. There is no pending or, to the knowledge of Seller or the Companies, threatened litigation relating to any of the Benefit Plans. None of Seller, any affiliate of Seller, the Companies or the Company Subsidiaries has engaged in a transaction with respect to any Benefit Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject any Company or any Company Subsidiary or any Benefit Plan to a Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which could be material. No action has been taken with respect to any of the Benefit Plans to either terminate any of such additional Benefit Plans or to cause distributions, other than in the Ordinary Course of Business to participants under such amend or modify any existing Benefit Plans. (d) No Benefit Plan isPlan, and Seller has no benefit plan of any entity which is considered one employer with any Company or any Company Subsidiary under Section 4001 of ERISA or Section 414 of the Code is, or has been for the past six years, subject to Title IV of ERISA. No notice of a "reportable event", within the meaning of Section 4043 of ERISA for which the 30-day reporting requirement has not been waived, has been required to be filed for any Benefit Plan or by any ERISA Affiliate within the 12-month period ending on the date hereof. (e) All contributions required to be made under the terms of any Benefit Plan have been timely made when due or have been reflected on the Final Year End Statements. (f) Except as set forth in Schedule 3.10(f) of the Disclosure Schedule, none of the Companies nor any Company Subsidiary has any obligations for retiree health or life benefits other than coverage mandated by applicable law. The amounts accrued as of the date hereof by each Company and each Company Subsidiary in respect of such obligations as of the date hereof are adequate to satisfy such obligations, and the amounts accrued as of the Closing Date by each Company and each Company Subsidiary in respect of such obligations as of the Closing Date will be adequate to satisfy such obligations as of the Closing Date. There are no restrictions on the rights of any Company or any Company Subsidiary to amend or terminate any Benefit Plan without incurring material Liability thereunder. (g) Except as set forth in Schedule 3.10(g) of the Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (or will upon termination of employment prior to or after the date hereof) (i) entitle any employee, director or consultant of any Company or any Company Subsidiary to severance pay or increase in severance pay, unemployment compensation or any other payment; (ii) accelerate the time of payment or vesting or funding (through a grantor trust or otherwise) or increase the amount of payment with respect to any compensation due or in connection with providing post-employment health and welfare benefits to any employee, director of its employees or consultant; or (iii) meet the definition of a "Change in Control Event" or otherwise accelerate vesting of any award granted under the Seller's Performance Incentive Compensation Programformer employees.