Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 to the DHS Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHS, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATE"), that together with DHS would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANS"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement), (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Benefit Plan. (b) With respect to each DHS Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHS; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements. (c) None of the DHS Benefit Plans has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full. (e) With respect to each DHS Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis. (f) The consummation of the Merger pursuant to this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Benefit Plan. (g) There is no DHS 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.

Employee Benefits; ERISA. (a) Except as set forth on in Schedule 4.14 to the DHS Disclosure Letter4.15, there are no material employee benefit plans (including any plans for the benefit of directors or former directors), arrangements, practices, contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHSParent, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATE")Affiliate, that together with DHS Parent would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS Parent or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSParent Benefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement)Since September 30, (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, 1997 there has been no change, amendment, modification to, or adoption of, any DHS Parent Benefit Plan, in each case, that has had, or would be reasonably likely to have, a Material Adverse Effect on Parent. (b) With respect to each DHS Parent Benefit Plan, except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan has been administered in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHSlaw; (iii) no breaches of fiduciary duty have occurred; (iv) no prohibited transaction within the meaning of Section 406 of ERISA has occurred; (v) as of the date of this Agreement, no lien Lien imposed under the Code or ERISA exists; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statementsfull. (c) None of the DHS Parent Benefit Plans has incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS Parent nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in fullfull except as, individually or in the aggregate, would not have or would not be reasonably likely to have a Material Adverse Effect on Parent or that has not been reflected on Parent's consolidated financial statements. (e) With respect to each DHS Parent Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS Parent or any of its Subsidiaries beyond their termination of employment, other than as may be required by law 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 be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on an employee-pay-all basisParent. (f) The consummation of the Merger pursuant to transactions contemplated by this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Parent Benefit Plan. (g) There Except as set forth in Schedule 4.15(g), there is no DHS Parent 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. (h) Except as set forth in Schedule 4.15(h), neither Parent nor any of its Significant Subsidiaries is a party to any collective bargaining agreement. Except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Parent, (i) there is no labor strike, slowdown or work stoppage or lockout against Parent or any of its Significant Subsidiaries 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 Parent, no question concerning representation exists with respect to the employees of Parent or any of its Significant Subsidiaries.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 4.14(a) to the DHS Elcotel Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHSElcotel, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS Elcotel ERISA AFFILIATEAffiliate"), that together with DHS Elcotel would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS Elcotel or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSElcotel Benefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Elcotel Disclosure Letter (or as otherwise permitted by this Agreement)Letter, (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December March 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Elcotel Benefit Plan.; (b) With respect to each DHS Elcotel Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures failure to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHSElcotel; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements.full; (c) None of the DHS Elcotel Benefit Plans has incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code, whether or not waived.; (d) Neither DHS Elcotel nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full.; (e) With respect to each DHS Elcotel Benefit Plan that is a "welfare plan" (as defined in Section 3(l3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS Elcotel or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis.; (f) The consummation of the Merger pursuant to this Agreement will not (i) 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 DHS Elcotel Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Elcotel Benefit Plan.; and (g) There is no DHS Elcotel 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.

Employee Benefits; ERISA. (a) Except as set forth on in Schedule 4.14 to the DHS Disclosure Letter4.15, there are no material employee benefit plans (including any plans for the benefit of directors or former directors), arrangements, practices, contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHSParent, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATE")Affiliate, that together with DHS Parent would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS Parent or any of its Subsidiaries has or may have a liability (the "DHS PARENT BENEFIT PLANS"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement)Since September 30, (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, 1997 there has been no change, amendment, modification to, or adoption of, any DHS Parent Benefit Plan, in each case, that has had, or would be reasonably likely to have, a Material Adverse Effect on Parent. (b) With respect to each DHS Parent Benefit Plan, except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan has been administered in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHSlaw; (iii) no breaches of fiduciary duty have occurred; (iv) no prohibited transaction within the meaning of Section 406 of ERISA has occurred; (v) as of the date of this Agreement, no lien Lien imposed under the Code or ERISA exists; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statementsfull. (c) None of the DHS Parent Benefit Plans has incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS Parent nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in fullfull except as, individually or in the aggregate, would not have or would not be reasonably likely to have a Material Adverse Effect on Parent or that has not been reflected on Parent's consolidated financial statements. (e) With respect to each DHS Parent Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS Parent or any of its Subsidiaries beyond their termination of employment, other than as may be required by law 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 be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on an employee-pay-all basisParent. (f) The consummation of the Merger pursuant to transactions contemplated by this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Parent Benefit Plan. (g) There Except as set forth in Schedule 4.15(g), there is no DHS Parent 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. (h) Except as set forth in Schedule 4.15(h), neither Parent nor any of its Significant Subsidiaries is a party to any collective bargaining agreement. Except as would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Parent, (i) there is no labor strike, slowdown or work stoppage or lockout against Parent or any of its Significant Subsidiaries 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 Parent, no question concerning representation exists with respect to the employees of Parent or any of its Significant Subsidiaries.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 to in Section 4.15 of the DHS Parent Disclosure LetterSchedule, there are no material employee benefit plans (including any plans for the benefit of directors or former directors), arrangements, practices, contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHSParent, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATE")Affiliate, that together with DHS Parent would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS Parent or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSParent Benefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement), (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997Since June 19,1999, there has been no change, amendment, modification to, or adoption of, any DHS Parent Benefit Plan, in each case, that has had, or would have, a Material Adverse Effect on Parent. (ba) With respect to each DHS Parent Benefit Plan, except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan has been administered in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHSlaw; (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 Lien imposed under the Code or ERISA exists; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full full; and (vii) there are no actions, proceedings, arbitrations, suits or adequate provision has been made therefor in claims pending, or to the DHS Financial Statementsknowledge of Parent threatened (other than routine claims for benefits), against Parent or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Parent Benefit Plan. (cb) None of the DHS Parent Benefit Plans has incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code, whether or not waived. (dc) Neither DHS Parent nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in fullfull except as, individually or in the aggregate, would not have a Material Adverse Effect on Parent or that has not been reflected on Parent's consolidated financial statements. (ed) With respect to each DHS Parent Benefit Plan that is a "welfare plan" (as defined in Section 3(l3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS Parent or any of its Subsidiaries beyond their termination of employment, other than as may be required by law 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 an employee-pay-all basisParent. (fe) The consummation of the Merger pursuant to transactions contemplated by this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Parent Benefit Plan. (gf) There is no DHS Parent 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) Neither Parent nor any of its Significant Subsidiaries is a party to any collective bargaining agreement. Except as would not, individually or in the aggregate, have a Material Adverse Effect on Parent, (i) there is no labor strike, slowdown or work stoppage or lockout against Parent or any of its Significant Subsidiaries 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 Parent, no material concerted effort relating to representation exists with respect to the employees of Parent or any of its Significant Subsidiaries.

Employee Benefits; ERISA. (a) 1. Except as set forth on Schedule 4.14 4.14(a) to the DHS Elcotel Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHSElcotel, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS Elcotel ERISA AFFILIATEAffiliate"), that together with DHS Elcotel would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS Elcotel or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSElcotel Benefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Elcotel Disclosure Letter (or as otherwise permitted by this Agreement)Letter, (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December March 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Elcotel Benefit Plan.; (b) 2. With respect to each DHS Elcotel Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures failure to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHSElcotel; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements.full; (c) 3. None of the DHS Elcotel Benefit Plans has incurred any "accumulated funding deficiency," ", as such term is defined in Section 412 of the Code, whether or not waived.; (d) 4. Neither DHS Elcotel nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full.; (e) 5. With respect to each DHS Elcotel Benefit Plan that is a "welfare plan" (as defined in Section 3(l3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS Elcotel or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis.; (f) 6. The consummation of the Merger pursuant to this Agreement will not (i) 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 DHS Elcotel Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Elcotel Benefit Plan.; and (g) 7. There is no DHS Elcotel 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.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 to the DHS Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHS, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATEAffiliate"), that together with DHS would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSBenefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement), (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Benefit Plan. (b) With respect to each DHS Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHS; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements. (c) None of the DHS Benefit Plans has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full. (e) With respect to each DHS Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis. (f) The consummation of the Merger pursuant to this Agreement will not (i) 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 EXHIBIT 1 any DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Benefit Plan. (g) There is no DHS 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.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 to the DHS Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHS, any of its Subsidiaries or any trade or business, whether or not incorporated (an "DHS ERISA AFFILIATEAffiliate"), that together with DHS would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANSBenefit Plans"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement), (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Benefit Plan. (b) With respect to each DHS Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHS; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements. (c) None of the DHS Benefit Plans has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full. (e) With respect to each DHS Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis. (f) The consummation of the Merger pursuant to this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Benefit Plan. (g) There is no DHS 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.

Employee Benefits; ERISA. (a) Except as set forth on Schedule 4.14 to the DHS Disclosure Letter, there are no employee benefit plans (including any plans for the benefit of directors or former directors), contracts or agreements (including employment agreements and severance agreements, incentive compensation, bonus, stock option, stock appreciation rights and stock purchase plans) of any type (including plans described in Section 3(3) of ERISA), maintained by DHS, any of its Subsidiaries or any trade or business, whether or A-29 30 not incorporated (an "DHS ERISA AFFILIATE"), that together with DHS would be deemed a "controlled group" within the meaning of Section 4001(a)(14) of ERISA, or with respect to which DHS or any of its Subsidiaries has or may have a liability (the "DHS BENEFIT PLANS"). Except as disclosed on Schedule 4.14 to the DHS Disclosure Letter (or as otherwise permitted by this Agreement), (i) neither DHS nor any ERISA Affiliate has any plan or commitment, whether legally binding or not, to create any additional DHS Benefit Plan or modify or change any existing DHS Benefit Plan that would affect any employee or terminated employee of DHS or any ERISA Affiliate, and (ii) since December 31, 1997, there has been no change, amendment, modification to, or adoption of, any DHS Benefit Plan. (b) With respect to each DHS Benefit Plan: (i) if intended to qualify under Section 401(a), 401(k) or 403(a) of the Code, each such plan so qualifies, and its trust is exempt from taxation under Section 501(a) of the Code; (ii) no failures to administer such plan in accordance with its terms and applicable law have occurred that have had or would reasonably be expected to have a Material Adverse Effect on DHS; (iii) no breaches of fiduciary duty have occurred; (iv) no 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; and (vi) all contributions and premiums due (including any extensions for such contributions and premiums) have been made in full or adequate provision has been made therefor in the DHS Financial Statements. (c) None of the DHS Benefit Plans has incurred any "accumulated funding deficiency," as such term is defined in Section 412 of the Code, whether or not waived. (d) Neither DHS nor any ERISA Affiliate has incurred any liability under Title IV of ERISA (including Sections 4063-4064 and 4069 of ERISA) since the effective date of ERISA that has not been satisfied in full. (e) With respect to each DHS Benefit Plan that is a "welfare plan" (as defined in Section 3(l) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of DHS or any of its Subsidiaries beyond their termination of employment, other than as required by law or on an employee-pay-all basis. (f) The consummation of the Merger pursuant to this Agreement will not (i) 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 DHS Benefit Plan, or (ii) constitute or result in a prohibited transaction under Section 4975 of the Code or Section 406 or 407 of ERISA with respect to any DHS Benefit Plan. (g) There is no DHS 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.