Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), for the benefit of any current or former employees, officers, agents, consultants or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The Company has made available to Parent true and complete copies of (v) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (w) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (x) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the Code. (b) Except as disclosed in Schedule 3.10(b) of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of the Company, each Company Benefit Plan has been administered in all material respects in accordance with its terms, and in form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans). (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043. (e) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the Code. (f) No liability under Title IV of ERISA has been incurred by the Company or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service (other than (i) coverage mandated by applicable law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA.

Employee Benefits; ERISA. (a) Schedule 3.10 Section 3.12(a) of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension PlansPENSION PLANS"), "employee welfare benefit plans" (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare PlansWELFARE PLANS"), and each other material plan, material arrangement or material policy (written or oral) relating to employmentproviding for bonuses, pensions, profit sharing, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonusesincentive compensation, severance, vacationchange in control benefit, disability, retiree medical or life insurance, supplemental retirement, death benefits, hospitalization, medical or dental benefits, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer (each, together with the Company, a "COMMONLY CONTROLLED ENTITY") under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (each, together with the Company, a "Commonly Controlled EntityCODE"), for the benefit of any current or former employees, officers, agentsconsultants, consultants agents or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit PlansBENEFIT PLANS"). The Company has made available delivered to Parent true and complete copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service (the "IRS") with respect to each Company Benefit Plan (if any such report was required), (xiii) the most recent actuarial report and financial statement with respect to each Benefit Plan, as applicable, (iv) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (yv) the most recent IRS determination letter, if any, for each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (zvi) the most recent determination letter received from the Internal Revenue Service with respect each trust agreement and group annuity contract relating to each Company any Benefit Plan intended to qualify under Section 401 of the CodePlan. (b) Except as disclosed in Schedule 3.10(b) of the Company Disclosure Schedule, all Company All Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service IRS to the effect that such Company Pension Plans and related trusts are qualified and exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the CodeCode (including the Tax Reform Act of 1986), and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, and no circumstances exist that would adversely affect or would reasonably be likely to adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect or would reasonably be likely to adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of the Company, each Company Each Benefit Plan has been administered in all material respects in accordance with its terms. The Benefit Plans are, and in form and operation is have been operated, in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable lawsLaws. All material contributions or payments required to be made to or in respect of the Benefit Plans has been timely made or provided for or properly accrued. There are no unfunded benefit obligations under the Benefit Plans which have not been accounted for by reserves, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the consolidated financial statements of the Company and its subsidiaries. No Benefit Plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. All contributions, premiums or payments required to be made with respect to any Benefit Plan are fully deductible for income tax purposes and no such deduction previously claimed has been challenged by any Governmental Entity; PROVIDED, HOWEVER, that no benefits under any nonqualified pension or deferred compensation plan are deductible until actually paid. There are no investigations or audits by any governmental agencyGovernmental Entity, termination proceedings or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of asserting any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, and there are not any facts or circumstances that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans)proceeding. (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no No Commonly Controlled Entity is required to contribute to any "multi employer multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn or expects to withdraw from any such multi employer multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections Section 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 of ERISA or to any material liability under Sections 409 or Section 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, nor has there been been, nor is there expected to be, any "reportable event" (as that term is defined in Section 4043 of ERISA) as to which notice would be required with the Pension Benefit Guaranty Corporation (the "PBGC") with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043years. (e) Except as set forth No Commonly Controlled Entity has or reasonably expects to incur liability under Title IV of ERISA (other than for the payment of premiums, none of which are overdue). Each Benefit Plan subject to Title IV of ERISA is fully funded in Schedule 3.10(eaccordance with the actuarial assumptions used by the PBGC to determine the level of funding required in the event of the termination of such plan. No Commonly Controlled Entity has completely or partially terminated a plan subject to Title IV of ERISA within the last five years. None of the assets of the Company or any subsidiary is the subject of any lien arising under Section 302 of ERISA or Section 412(n) of the Code; neither the Company Disclosure Schedule, nor any subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (f) No employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement Agreement. No amount paid or payable by the Company or any of its subsidiaries in connection with the transactions contemplated hereby (either alone solely as a result thereof or as a result of any transactions in conjunction with another subsequent any other event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a ) will be an "excess parachute payment" within the meaning of Section 280G of the Code. (fg) No The Company and its subsidiaries have not incurred any liability under Title IV under, and have complied in all respects with, the Worker Adjustment Retraining Notification Act and the rules and regulations promulgated thereunder ("WARN") and do not reasonably expect to incur any such liability as a result of ERISA actions taken or not taken prior to the Effective Time. The Company will advise Parent and Purchaser in writing of any material terminations, layoffs and reductions in hours from the date hereof through the Effective Time and will provide Parent and Purchaser with any related information that they may reasonably request. (h) Since December 31, 1996 there has not been incurred any adoption or amendment in any material respect by the Company or any Commonly Controlled Entity that has not been satisfied in fullof its subsidiaries of any Benefit Plan. (i) There exist no employment, and to the knowledge of the Companyconsulting, no condition exists that presents a material risk to severance, termination or indemnification agreements, arrangements or understandings between the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to subsidiaries and any current or former employees employee, officer, director or consultant of the Company or any of its subsidiaries, and there is no oral or written understanding or arrangement to enter into any such agreement with any such individual. (j) The Commonly Controlled Entity beyond their retirement Entities have complied in all material respects with the requirements of Part 6 of Subtitle B of Title I of ERISA and of Code Section 4980B. Except for coverage described in the preceding sentence or as disclosed in Section 3.12(j) of the Disclosure Schedule, neither the Company nor any of its subsidiaries has any liability for life, health, medical or other termination of service (other than (i) coverage mandated by applicable law welfare plans to former employees or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISAbeneficiaries.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a true and complete list of all each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, employment, severance or termination pay, health insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, other 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 the Company or any of its Subsidiaries or by any trade or business, whether or not incorporated (an "employee pension benefit plansERISA Affiliate"), that is a member of a "controlled group" (as defined in Section 3(2) within the meaning of section 4001 of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by which the Company or any a Subsidiary is a member or which is under "common control" within the meaning of its subsidiaries or any other person or entity thatSection 4001 of ERISA, together with the Company is treated as or a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity")Subsidiary, for the benefit of any current employee or former employees, officers, agents, consultants or directors terminated employee of the Company Company, its Subsidiaries or any of its subsidiaries ERISA Affiliate, whether formal or informal (all of the foregoing being herein called "Company Benefit Plans"). The 11 (b) With respect to each Benefit Plan, the Company has made available delivered to Parent a true and complete copy thereof (including all amendments thereto), as well as true and complete copies of (v) each Company Benefit Plan (orthe two most recent annual reports, if required under ERISA, with respect thereto; the two most recent actuarial reports, if required under ERISA, with respect thereto; the two most recent reports prepared with respect thereto in the case accordance with Statement of any unwritten Company Benefit PlansFinancial Accounting Standards No. 87, descriptions thereof), (w) Employer's Accounting for Pensions; the most recent annual report on Form 5500 filed Summary Plan Description, together with the Internal Revenue Service each Summary of Material Modifications, if required under ERISA with respect to each Company thereto; if the Benefit Plan is funded through a trust or any third party funding vehicle, the trust or other funding agreement (if any such report was required), (xincluding all amendments thereto) and the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan latest financial statements thereof; and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to qualify be qualified under section 401 of the Internal Revenue Code of 1986, as from time to time amended (the "Code"). (c) No Benefit Plan is subject to Section 401 412 of the Code or Title IV of ERISA. (d) Neither the Company, nor any Subsidiary of the Company, 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 a tax imposed pursuant to section 4975 or 4976 of the Code. (be) Except No Benefit Plan is a "multiemployer pension plan," as disclosed such term is defined in Schedule 3.10(bsection 3(37) of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (cf) To Each Benefit Plan which is intended to be "qualified" within the knowledge meaning of section 401 (a) of the Company, each Company Benefit Plan has been administered in all material respects in accordance with its terms, Code is so qualified and in form and operation is in compliance in all material respects with the applicable provisions trusts maintained thereunder are exempt from taxation under section 501 (a) of ERISA, the Code and all other applicable laws. There are no investigations event has occurred to cause the loss of such qualified or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans)exempt status. (dg) Except as disclosed set forth in Schedule 3.10(d) 3.10 of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043. (e) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the Code. (f) No liability under Title IV of ERISA has been incurred by the Company or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefitshealth, including death or medical benefits (whether or not insured), ) with respect to current or former employees of the Company or any Commonly Controlled Entity its Subsidiaries beyond their retirement or other termination of service (other than (ia) coverage mandated by applicable law Law or (iib) death benefits the full cost of which is borne by the current or retirement benefits former employee (or his beneficiary)). (h) Except as set forth in Schedule 3.10 of the Company Disclosure Schedule, the consummation of the Transactions contemplated by this Agreement, alone, will not (a) entitle any current or former employee or officer of the Company or any Subsidiary to severance pay, unemployment compensation or any other payment, (b) accelerate the time of payment or vesting, or increase the amount of 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 trust or other funding vehicle in respect of any Benefit Plan. (i) There are no pending, anticipated or, to the knowledge of the Company, threatened claims by or on behalf of any Benefit Plan, by any employee or beneficiary covered under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISAsuch Benefit Plan, or otherwise involving any such Benefit Plan (other than routine claims for benefits).

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains 2.06(a) sets forth true, correct and complete a list of all "each material “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "Company Pension Plans"), "material “employee welfare benefit plans" plan” (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare Plans"), a “WELFARE PLAN”) and each other material plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, maintained by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), Subsidiaries for the benefit of any current present or former employeesdirectors, officers, agents, consultants officers or directors employees of the Company or any of its subsidiaries Subsidiaries (all of the foregoing being herein called "Company Benefit Plans"“COMPANY BENEFIT PLANS”). The Company has Sellers have delivered or made available to Parent true and complete Purchaser copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof)Plan, (wii) the most recent annual report on Form 5500 filed with the United States Internal Revenue Service (“IRS”) with respect to each Company Benefit Plan (if any such report was required), (xiii) the most recent summary plan description (or similar document) for each Company Benefit Plan for which such a summary plan description is required or was otherwise provided to plan participants or beneficiaries, and (yiv) each trust agreement, agreement and group annuity contract and/or funding arrangement relating to any Company Benefit Plan Plan. Schedule 2.06(a) also sets forth a true, correct and (z) the most recent determination letter received from the Internal Revenue Service with respect complete list of any other pension plans, old age and other benefit programs and any other pension commitments granted to each Company Benefit Plan intended to qualify under Section 401 current or former employees of any of the CodeCompany or any of its Subsidiaries under other applicable laws. (b) Except as for (i) Company 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 Purchaser, and (iv) the individual commitments and benefit plans described in Schedule 3.10(b2.06(b), the Company 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 2.06(b) 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 their relevant conditions (amount of the 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 current or the former employees as listed on Schedule 2.06(b) of the Company Disclosure Scheduleor of any of its Subsidiaries under Applicable Law other than Company Benefit Plans. Any such pension or other obligations of the Company and of any of its Subsidiaries under such commitments and plans are fully reflected on the Balance Sheet in accordance with the relevant accounting principles in the highest amount possible under Applicable Law. (c) Except as set forth in Schedule 2.06(c), the pension plans and commitments as listed on Schedule 2.06(b) are congruently covered/fully funded by employer’s pension liability insurances and such employer’s pension liability insurances are free and clear of all Company Pension Plans and related trusts that are intended Liens. (d) The 401(k) Plan of the Company’s U.S. subsidiary (“THE COMPANY’S 401(K) PLAN”) has been administered substantially in accordance with its terms, except where the failure to be tax-qualified plans so administered would not have been a Material Adverse Effect. The Company and its Subsidiaries and the subject Company’s 401(k) Plan are in substantial compliance with all applicable provisions of ERISA and the Code (as defined in Section 2.13(a)), except for instances of possible non compliance that would not have a Material Adverse Effect on the Company. The Company’s 401(k) Plan has received a favorable determination letters letter from the Internal Revenue Service IRS dated September 4, 2001, to the effect that such Company Pension Plans and related trusts are it is qualified and exempt from federal income taxes 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 the CompanySellers, has revocation been threatened; . Except as would not have a Material Adverse Effect on the Company, there is no event has occurred andpending or, to the knowledge of Sellers, threatened litigation relating to the Company Benefit Plans. (e) Except as would not have a Material Adverse Effect on the Company, no circumstances exist that would adversely affect neither the tax qualification of such Company Pension Plan nor has any such person or entity that, together with the Company Pension Plan been amended since the date or any of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security Subsidiaries, is treated as a single employer under Section 302 414(b), (c), (m) or (o) of the Code has incurred or would reasonably be expected to incur any liability under Title IV of ERISA. (cf) To the knowledge of Except as would not have a Material Adverse Effect on the Company, each Company Benefit Plan has been administered in all material respects in accordance with its termsthat is a Welfare Plan, and in form and operation is in compliance to the extent applicable, complies in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans). (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning requirements of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d4980B(f) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043. (eg) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule2.06(g), no employee of the Company or any of its subsidiaries Subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the CodeAgreement. (fh) No liability under Title IV of ERISA has been incurred by the Company or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Each Company Benefit Plan subject covering non-U.S. employees (an “INTERNATIONAL PLAN”) has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all Applicable Laws (including any special provisions relating to Title IV of ERISA, the present value of accrued benefits under qualified plans where such plan, based upon actuarial assumptions used for funding purposes International Plan was intended to so qualify) and has been maintained in the most recent actuarial report prepared by such plan's actuary good standing with respect to such plan did not exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefitsapplicable regulatory authorities. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service (other than (i) coverage mandated by applicable law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISA.

Employee Benefits; ERISA. (a) 91.1. Schedule 3.10 91.1 to this Agreement sets forth a true and correct list of each of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" Benefit Plans presently or within the Seller’s current fiscal year (as defined in Section 3(2“Business Benefit Plans”) of the Employee Retirement Income Security Act of 1974sponsored, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, or required to be contributed to by the Company Seller or any of its subsidiaries or any other person or entity that, together ERISA Affiliates in connection with the Company Business or in which any Business Personnel is treated as or could be a single employer under Section 414(b), participant (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), other than Business Benefit Plans for the benefit of any current or former employees, officers, agents, consultants or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"Business Personnel in Belgium and Switzerland). Except as otherwise provided for in this Agreement, neither the Seller nor any ERISA Affiliate thereof has any commitment or formal plan, whether legally binding or not, to create any additional employee benefit plan or modify or change any existing Business Benefit Plan that would affect any Business Personnel. The Company Seller has heretofore made available to Parent true and complete copies the Purchaser upon request, with respect to each of (v) each Company Benefit Plan (or, in the case of any unwritten Company Business Benefit Plans, descriptions true and correct copies of each of the following documents if applicable: (i) the Plan document and any amendments thereto (or if the Plan is not a written Benefit Plan, a description thereof), (w) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (xii) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service related summaries of material modifications with respect to each Company Benefit Plan such plan intended to qualify under Section 401 of the Code. , (biii) Except as disclosed in Schedule 3.10(b) of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISAopinion letters received from the IRS; and (iv) the latest Form 5500 Annual Report and Schedule A and Schedule B thereto. (c) To the knowledge of the Company, each Company Benefit Plan has been administered in all material respects in accordance with its terms, and in form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws91.1.1. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans). (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043. (e) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result The consummation of the transactions contemplated by this Agreement will not, by itself or with the passage of time, (i) entitle any current or former employee or officer of the Business to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement, or (ii) accelerate the accrual or time of payment or vesting, or increase the amount, of compensation due any such employee, officer or director. 91.1.2. Each of the Benefit Plans intended to be compliant with Section 401(a) of the Code (collectively, the “Seller Savings Plan”) has received a favorable determination letter from the IRS that such plan is qualified under the Code and no circumstances exist that are likely to cause such plan to cease being so qualified. The Seller Savings Plan complies and has been maintained in all material respects with its terms and all requirements of applicable law and there has been no notice issued by any Governmental Authority questioning or challenging such compliance. 91.1.3. The transactions contemplated by this Agreement will not result in the imposition of any Encumbrance relating to the Business Benefit Plans upon the Transferred Assets. Neither the Seller nor any of its ERISA Affiliates have incurred any Encumbrance under Section 401(a)(29) of the Code or any Liabilities for any Tax or civil penalty imposed by Sections 4971, 4975, or 4976 of the Code or Section 502 of ERISA and no condition or set of circumstances exists that could reasonably be expected to present a risk to any of the Seller or its ERISA Affiliates of incurring such a Lien. 91.1.4. None of the Benefit Plans is a multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA, or Section 414(f) of the Code (a “Multiemployer Plan”). Neither the Seller nor any of its ERISA Affiliates has ever contributed to a Multiemployer Plan or has incurred or expects to incur any withdrawal liability (either alone as a contributing employer or as part of a controlled group which includes a contributing employer) to any Multiemployer Plan in conjunction connection with another subsequent eventany complete or partial withdrawal from such plan occurring on or before the Closing or otherwise. 91.1.5. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company as set forth in Section 3.10 of the Company Disclosure ScheduleSchedule 91.1.5 to this Agreement, neither the payment Seller nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the Code. (f) No liability under Title IV of its ERISA Affiliates has been incurred by the Company ever established or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan but also with respect contributed to any “employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Company or any Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan or any trust established thereunder has incurred any "accumulated funding deficiency" ” (as defined in Section 302 3(3) of ERISA and Section 412 of the Code), whether ERISA) that is or not waived, as of the last day of the most recent fiscal year of each Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan was subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the present value Code (a “Title IV Plan”), and no event has occurred which could reasonably be expected to cause the Seller or any of accrued benefits its ERISA Affiliates to have any Liability under such plan, based upon actuarial assumptions used for funding purposes in ERISA or the most recent actuarial report prepared by such plan's actuary Code with respect to such plan did not exceed, as any Title IV Plans. Neither the Seller nor any of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), ERISA Affiliates has Liability with respect to current or former employees of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service (other than (i) coverage mandated by applicable law or (ii) death benefits or retirement benefits Person under any "employee pension benefit plan," as that term is defined in Section 3(2) Title IV of ERISA.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), for the benefit of any current or former employees, officers, agents, consultants agents or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The Company has made available to Parent true and complete copies of (vw) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wx) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (xy) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yz) each trust agreement, agreement and group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the CodePlan. (b) Except as disclosed in Schedule 3.10(b) 3.10 of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, and no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of the Company, each Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company Benefit Plans are, and in form and operation is have been administered, in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and all other applicable laws. There are no investigations or audits by any governmental agency, termination proceedings or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of asserting any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, and there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans)proceeding. (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no No Commonly Controlled Entity is required to contribute to any "multi employer multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections Section 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or Section 502(i) or (1l) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043years. (e) Except as set forth in Schedule 3.10(e) 3.10 of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the CodeAgreement. (f) No liability under Title IV of ERISA has been incurred by the Company or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). To the extent this representation applies to Sections sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year 5)-year period ending on the Closing Date. No Company Pension Plan or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section section 302 of ERISA and Section section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed The Tait U.K. Pension Scheme has been administered in Schedule 3.10(g) of alx xxterial respects in accordance with applicable law, all contributions required to be made thereto on or prior to the Company Disclosure ScheduleEffective Time have been or will be timely made, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), and such Scheme has been funded in accordance with respect to current or former employees of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service (other than (i) coverage mandated by applicable local law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISAand practice.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list true and complete list, as of all the date of this Agreement, of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, employment, severance or termination pay, health insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, other than a non-material fringe benefit plan, sponsored, maintained or contributed to or required to be contributed to by the Company or any of its Subsidiaries or by any trade or business, whether or not incorporated, that is a member of a "employee pension benefit planscontrolled group" (as defined in Section 3(2) within the meaning of section 4001 of the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations promulgated thereunder ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by which the Company or any a Subsidiary is a member or which is under "common control" within the meaning of its subsidiaries or any other person or entity thatSection 4001 of ERISA, together with the Company is treated as or a single employer under Section 414(b), Subsidiary (c), (m) or (o) of the Code (each, together with the Company, a an "Commonly Controlled EntityERISA Affiliate"), for the benefit of any current employee or former employees, officers, agents, consultants or directors terminated employee of the Company Company, its Subsidiaries or any of its subsidiaries ERISA Affiliate, whether formal or informal (all of the foregoing being herein called "Company Benefit Plans"). The , excluding any Benefit Plan established or maintained outside the United States of America primarily for the benefit of employees residing outside the United States of America (a "Foreign Benefit Plan"). (b) With respect to each Benefit Plan (other than a Foreign Benefit Plan), the Company has made available to Parent a true and complete copies of copy thereof (v) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereofincluding all amendments thereto), (w) as well as a true and complete copy of the most recent annual report on Form 5500 filed with the Internal Revenue Service report, if required under ERISA, with respect to each Company Benefit Plan (if any such report was required), (x) thereto; the most recent summary plan description (or similar document) actuarial report, if required under ERISA, with respect thereto; the most recent report prepared with respect thereto in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions; the most recent Summary Plan Description, together with each Company subsequent Summary of Material Modifications, if required under ERISA with respect thereto; if the Benefit Plan for which is funded through a summary plan description is required trust or was otherwise provided to plan participants any third party funding vehicle, the trust or beneficiaries, other funding agreement (yincluding all amendments thereto) each trust agreement, group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the latest financial statements thereof; and the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to qualify be qualified under Section section 401 of the Code. (bc) Except as disclosed in Schedule 3.10(b) of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended would not reasonably be expected to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of a Material Adverse Effect on the Company, no circumstances exist that would adversely affect liability to the tax qualification Pension Benefit Guaranty Corporation ("PBGC") (or any comparable foreign Governmental Entity) under Title IV of such Company Pension Plan nor ERISA (or any comparable applicable foreign Law) has been incurred by the Company, its Subsidiaries or any such Company Pension Plan been amended 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 most recent determination letter Subsidiaries or application therefor in any respect that ERISA Affiliate of incurring a liability under such Title (or other comparable applicable foreign Law), other than liability for premiums due the PBGC (or other comparable foreign Governmental Entity) (which premiums have been paid when due). Except as would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of not reasonably be expected to have a Material Adverse Effect on the Company, each Company Benefit Plan has been operated and administered in all material respects in accordance with its termsterms and applicable Law, including but not limited to ERISA and in form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans)Code. (d) Except as disclosed in Schedule 3.10(dThe PBGC (or other comparable foreign Governmental Entity) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none of the Company, instituted proceedings to terminate any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which Plan and no exemption condition exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in presents a material liability to the Company or the Parent, has there been any "reportable event" (as risk that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043such proceedings will be instituted. (e) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no employee Benefit Plan is subject to Section 302 of the Company Code or any Title IV of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the CodeERISA. (f) No liability under Title IV of ERISA has been incurred by Except as would not reasonably be expected to have a Material Adverse Effect on the Company or Company, neither the Company, nor any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge Subsidiary of the Company, no condition exists that presents nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only transaction in connection with respect to each Company Pension Plan 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 Commonly Controlled Entity madeSubsidiary of the Company, any such trust, or was required to makeany trustee or administrator thereof, contributions during the five (5) year period ending on the Closing Date. No Company Pension or any party dealing with any Benefit Plan or any such trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section 302 could be subject to either a civil penalty assessed pursuant to section 409 or 502(i) of ERISA and Section 412 or a tax imposed pursuant to section 4975 or 4976 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed would not reasonably be expected to have a Material Adverse Effect on the Company, all employee Benefit Plans that are subject to the Laws of any jurisdiction outside the United States are in Schedule 3.10(gmaterial 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 intended to be "qualified" within the meaning of section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified and the trusts maintained thereunder are exempt from taxation under section 501(a) of the Code and to the knowledge of the Company Disclosure Schedule, no Company event has occurred to cause the loss of such qualified or exempt status. (i) No Benefit Plan provides benefitshealth, including death or medical benefits (whether or not insured), ) with respect to current or former employees of the Company or any Commonly Controlled Entity its Subsidiaries beyond their retirement or other termination of service (other than (ia) 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) or (c) as disclosed on Schedule 3.10(i) of the Company Disclosure Schedule). (j) Except as set forth in Schedule 3.10(j) of the Company Disclosure Schedule, the consummation of the Transactions, alone, will not (a) entitle any current or former employee or officer of the Company or any Subsidiary to severance pay, unemployment compensation or any other payment, (b) accelerate the time of payment or vesting, or increase the amount of 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 trust or other funding vehicle in respect of any Benefit Plan. (k) Except as would not reasonably be expected to have a Material Adverse Effect on the Company, there are no pending, anticipated or, to the Knowledge of the Company, threatened claims by or on behalf of any Benefit Plan, by any employee or beneficiary covered under any such Benefit Plan, or otherwise involving any such Benefit Plan (other than routine claims for benefits). (l) Except as would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to each multiemployer plan within the meaning of Section 4001(a) (3) of ERISA (a "Multiemployer Plan") in which the Company, any Subsidiary of the Company or any ERISA Affiliate participates or has participated, (i) none of the Company, any of its Subsidiaries or any ERISA Affiliate has withdrawn, partially withdrawn, or received any notice of any claim or demand for withdrawal liability or partial withdrawal liability, (ii) death none of the Company nor any of its Subsidiaries or any ERISA Affiliate has received any notice that any such plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or retirement benefits under the imposition of any "employee pension benefit excise tax, or that any such plan is or may become insolvent, (iii) none of the Company, any of its Subsidiaries or any ERISA Affiliate has failed to make any required contributions, (iv) to the Company's knowledge, no such plan is a party to any pending merger or asset or liability transfer, (v) to the Company's knowledge, there are no PBGC proceedings against or affecting any such plan," as that term is defined in , and (vi) none of the Company, any of its Subsidiaries or any ERISA Affiliate has any withdrawal liability by reason of a sale of assets pursuant to Section 3(2) 4204 of ERISA. With respect to each Multiemployer Plan, as of its last valuation date, the amount of potential withdrawal liability of the Company, any of its Subsidiaries and any ERISA Affiliates would not reasonably be expected to have a Material Adverse Effect on the Company.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule 3.13 contains a true and complete list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974each bonus, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans")deferred compensation, "employee welfare benefit plans" (as defined in Section 3(l) of ERISA) (sometimes referred to herein as "Welfare Plans")incentive compensation, stock purchase, stock option, severance or termination pay, change-in-control, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, arrangement program, agreement or policy (written or oral) relating to employmentarrangement, stock optionssponsored, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, maintained or contributed to, to or required to be contributed to by the Company or by any of its subsidiaries trade or any other person business, whether or entity that, not incorporated (an "ERISA Affiliate") that together with the Company is treated as would be deemed a "single employer under Section 414(b), (c), (m) or (oemployer" within the meaning of section 4001(b)(1) of the Code (each, together with the Company, a "Commonly Controlled Entity")ERISA, for the benefit of any current employee or former employees, officers, agents, consultants or directors employee of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The . (b) With respect to each of the Plans, the Company has made available heretofore delivered to Parent Buyer true and complete copies of each of the following documents: (vi) each Company Benefit Plan a copy of the Plan; (or, in the case ii) a copy of any unwritten Company Benefit Plans, descriptions thereof), (w) the most recent annual report on Form 5500 filed report; (iii) a copy of the most recent actuarial report; (iv) a copy of the most recent Summary Plan Description ("SPD"), together with the Internal Revenue Service all Summaries of Material Modification issued with respect to each Company Benefit Plan (if any such report was required), (x) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, (y) each trust agreement, group annuity contract and/or funding arrangement SPD and all other material employee communications relating to such Plan; (v) if the Plan is funded through a trust or any Company Benefit Plan other funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof; and (zvi) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to qualify be qualified under Section section 401 of the Code. (b) Except as disclosed in Schedule 3.10(b) of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of the Company, each Company Benefit No Plan has been administered in all material respects in accordance with its terms, and in form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights subject to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans). (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) Title IV of ERISA or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within to the meaning minimum funding requirements of Section 4201 of ERISA) that has not been fully paid. To the knowledge section 412 of the Company, none Code or Part 3 of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or 502(i) or (1) Title I of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, has there been any "reportable event" (as that term No Plan is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043. (e) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute paymentmultiemployer plan" within the meaning of Section 280G section 4001(a)(3) of ERISA. To the best knowledge of the Code. (f) No Representing Parties, since May 26, 1994 no liability under Title IV of ERISA or under section 412 of the Code or Part 3 of Title I of ERISA has been incurred by the Company or any Commonly Controlled Entity ERISA Affiliate since the effective date of ERISA that has not been satisfied in full. To the best knowledge of the Representing Parties, and since May 26, 1994 neither the Company nor any other ERISA Affiliate has taken any action or failed to take any action, nor has any event occurred, which has resulted or will likely result in the Company becoming subject to liability under Title IV of ERISA (including any withdrawal liability with respect to any multiemployer plan) or under section 412 of the Code or Part 3 of Title I of ERISA. (d) To the best knowledge of the Representing Parties, since May 26, 1994 none of the Company, no condition exists that presents any of the Plans, any trust created thereunder or 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 the Plans, any such trust, any trustee or administrator thereof, or any party dealing with the Plans or any such trust could be subject to either a material risk civil penalty assessed pursuant to section 409 or 502(i) of ERISA or a material tax imposed pursuant to section 4975, 4976 or 4980B of the Code. (e) To the best knowledge of the Representing Parties, since May 26, 1994 full payment has been made, or will be made in accordance with section 404(a)(6) of the Code, of all amounts which the Company or any Commonly Controlled Entity is required to pay under the terms of incurring a liability under each of the Plans and all such Title, other than liability for premiums due amounts properly accrued through the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). To the extent this representation applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only Closing Date with respect to each Company Pension Plan but also with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the current plan year thereof will be paid by the Company or any Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, date or will be properly accrued. (f) To the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value best knowledge of the assets Representing Parties, since May 26, 1994 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. To the best knowledge of the Representing Parties, since May 26, 1994 each of the Plans that 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, and no event has occurred which may affect such plan allocable to such accrued benefitsqualification or exemption. (g) Except No amounts payable under the Plans or any other agreement or arrangement to which the Company is a party (except for the exercise, repurchase, cash out or cancellation of warrants and options contemplated hereby, as disclosed to which no representation is made, except as set forth in Schedule 3.10(gSection 3.12(b)(xvi)) will, as a result of the Company Disclosure Scheduletransaction contemplated hereby, no Company Benefit fail to be deductible for federal income tax purposes by virtue of section 280G of the Code. (h) 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 or any Commonly Controlled Entity beyond their after retirement or other termination of service (other than (i) coverage mandated by applicable law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section section 3(2) of ERISA.)

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule 3.18(a) contains a list and brief description of all "each “employee pension benefit plans" plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) (sometimes referred to herein as "Company a “Pension Plans"Plan”), "“employee welfare benefit plans" plan” (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "a “Welfare Plans"Plan”), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintainedmaintained or contributed to, or required to be maintained or contributed to, by the Company, any Company Subsidiary or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), ERISA Affiliate for the benefit of any current present or former officers, employees, officers, agents, consultants directors or directors independent contractors of the Company or any of its subsidiaries Company Subsidiary (all of the foregoing being herein called "Company “Benefit Plans"”). The Company has made available delivered to Parent Purchaser true and complete copies of (vi) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions a description thereof), (wii) the two most recent annual report reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was requiredrequired by Applicable Law), (xiii) the most recent summary plan description (or similar document) for each Company Benefit Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yiv) each trust agreement, group agreement and insurance or annuity contract and/or or other funding or financing arrangement relating to any Company Benefit Plan and (z) Plan. To the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 Knowledge of the CodeCompany, each such Form 5500 and each such summary plan description (or similar document) was as of its date and is true, complete and correct in all material respects. (b) Except as disclosed Each Benefit Plan has been administered in Schedule 3.10(ball material respects in accordance with its terms. The Company, the Company Subsidiaries and all the Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code, all other Applicable Laws and the terms of all applicable collective bargaining agreements and similar Contracts. All reports, returns and 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 Disclosure Scheduleor any ERISA Affiliate; or (B) any plan or arrangement that provides for post-employment medical, all 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 have been timely made. All such contributions to, and payments from, the Benefit Plans, except those payments to be made from a trust qualified under Section 401(a) of the 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 Plans and related trusts Plan that are is intended to be a tax-qualified plans have plan has been the subject of a determination letters letter from the Internal Revenue Service to the effect that such Company Pension Plans Plan and related trusts are trust is qualified and exempt from federal Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and ; no such determination letter has been revoked norrevoked, and, to the knowledge Knowledge of the Company, revocation has revocation not been threatened; no event has occurred and, to the knowledge of the Company, and no circumstances exist that would adversely affect the tax tax-qualification of such Company Pension Plan nor has any Plan; and such Company Pension Plan has not been amended since the effective date of its most recent determination letter or application therefor in any respect that would might adversely affect its qualification or materially increase its costs or require security under Section 302 cost. The Company has delivered to Purchaser a true and complete copy of ERISAthe 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 pending application for a determination letter. The Company has also provided to Purchaser a list of all Company Pension Plan amendments as to which a favorable determination letter has not yet been received. (ci) To the knowledge of the Company, each Company Benefit Plan has been administered in all material respects in accordance with its terms, and in form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. There are no investigations or audits by any governmental agency, termination or other proceedings or any claims No non-exempt “prohibited transaction” (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans). (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no Commonly Controlled Entity is required to contribute to any "multi employer plan" as defined in Section 4001(a)(3) 4975 of ERISA the Code or has withdrawn from any such multi employer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 406 of ERISA) has occurred that involves the assets of any Benefit Plan; (ii) no non-exempt prohibited transaction has not been fully paid. To the knowledge of the Company, none of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility occurred that could subject the Company, any Company Subsidiary, any of its subsidiaries or any officer their employees, or, to the Knowledge of the Company Company, a trustee, administrator or other fiduciary of any of its subsidiaries trust created under any Benefit Plan to any material tax or penalty sanctions on prohibited transactions imposed by such Section 4975 of the Code or Title I of ERISA; (iii) no Company Pension Plan is reasonably expected to be 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 foregoing has engaged in any transaction or acted in a manner that could, or has failed to act so as to, subject the Company, any Company Subsidiary or any trustee, administrator or other fiduciary to any material liability for breach of fiduciary duty under Sections 409 ERISA or 502(iany other applicable law. (g) No ERISA Affiliate has incurred or reasonably expects to incur any liability (1i) of ERISA. Neither any of to a Pension Plan (other than for contributions not yet due) that, when aggregated with other such Company Benefit Plans nor any of such trusts has been terminatedliabilities, nor, except where any termination or failure to report would not result in a material liability to the Company or any Company Subsidiary, which liability has not been fully paid as of the Parentdate hereof, or (ii) to the Pension Benefit Guaranty Corporation. (h) No ERISA Affiliate has there been (i) engaged in a transaction described in Section 4069 of ERISA that could subject the Company or any "reportable event" Company Subsidiary to liability at any time after the date hereof or (ii) acted in a manner that could, or failed to act so as that 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 4043 419(e) of ERISAthe 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 theretoto each Benefit Plan that is a group health plan, during as such term is defined in Section 5000(b)(1) of the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043Code. (ej) Except as set forth in Schedule 3.10(e) of the Company Disclosure Schedule, no No employee of the Company or any of its subsidiaries Company Subsidiary will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and Transactions. (k) Assuming that the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute is a "parachute payment" “publicly held corporation” within the meaning of Section 280G 162(m) of the Code, no compensation payable by the Company or any Company Subsidiary to any of their employees under any existing contract, Benefit Plan or other employment arrangement or understanding (including by reason of the Transactions) would be subject to disallowance under Section 162(m) of the Code. (fl) No liability under Title IV Any amount that could be received (whether in cash or property or the vesting of ERISA has been incurred by the Company or property) as a result of any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the CompanyTransactions by any employee, no condition exists that presents a material risk to the Company officer, director or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid 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 each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year period ending on the Closing Date. No Company Pension Plan 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 Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed in Schedule 3.10(g) of the Company Disclosure Schedule, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), with respect to current or former employees independent contractor of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service its Affiliates who is a “disqualified individual” (other than (ias such term is defined in proposed Treasury Regulation Section 1.280G-1) coverage mandated by applicable law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," employment, severance or termination agreement, other compensation arrangement or Benefit Plan currently in effect would not be characterized as that an “excess parachute payment” (as such term is defined in Section 3(2280G(b)(1) of ERISAthe 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) the “base amount” (as such term is defined in Section 280G(b)(3) of the Code) for each such executive officer calculated as of the date hereof.

Employee Benefits; ERISA. (a) Schedule 3.10 of the Company Disclosure Schedule contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Company Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(l3(1) of ERISA) (sometimes referred to herein as "Welfare Plans"), and each other plan, arrangement or policy (written or oral) relating to employment, stock options, stock-based awards, stock purchases, compensation, deferred compensation, bonuses, severance, vacation, fringe benefits or other employee benefits, in each case maintained, or contributed to, by the Company or any of its subsidiaries or any other person or entity that, together with the Company is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity"), for the benefit of any current or former employees, officers, agents, consultants agents or directors of the Company or any of its subsidiaries (all of the foregoing being herein called "Company Benefit Plans"). The Company has made available to Parent true and complete copies of (vw) each Company Benefit Plan (or, in the case of any unwritten Company Benefit Plans, descriptions thereof), (wx) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (xy) the most recent summary plan description (or similar document) for each Company Benefit Plan for which a summary plan description is required or was otherwise provided to plan participants or beneficiaries, beneficiaries and (yz) each trust agreement, agreement and group annuity contract and/or funding arrangement relating to any Company Benefit Plan and (z) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan intended to qualify under Section 401 of the CodePlan. (b) Except as disclosed in Schedule 3.10(b) 3.10 of the Company Disclosure Schedule, all Company Pension Plans and related trusts that are intended to be tax-qualified plans have been the subject of determination letters from the Internal Revenue Service to the effect that such Company Pension 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 the Company, has revocation been threatened; no event has occurred and, to the knowledge of the Company, and no circumstances exist that would adversely affect the tax qualification of such Company Pension Plan nor has any such Company Pension Plan been amended since the date of its most recent determination letter or application therefor in any respect that would adversely affect its qualification or materially increase its costs or require security under Section 302 of ERISA. (c) To the knowledge of the Company, each Each Company Benefit Plan has been administered in all material respects in accordance with its terms. The Company Benefit Plans are, and in form and operation is have been administered, in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and all other applicable laws. There are no investigations or audits by any governmental agency, termination proceedings or other proceedings or any claims (except claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings against or involving any Company Benefit Plan or the assertion of asserting any rights to or claims for benefits under any Company Benefit Plan that could give rise to any material liability, and, to the knowledge of the Company, and there are not any facts that would reasonably be expected to give rise to any material liability in the event of any such investigation, claim, suit or proceeding (except for claims for benefits payable in the normal operation of the Company Benefits Plans)proceeding. (d) Except as disclosed in Schedule 3.10(d) of the Company Disclosure Schedule, no No Commonly Controlled Entity is required to contribute to any "multi employer multiemployer plan" as defined in Section 4001(a)(3) of ERISA or has withdrawn from any such multi employer multiemployer plan where such withdrawal has resulted or would result in any material "withdrawal liability" (within the meaning of Section 4201 of ERISA) that has not been fully paid. To the knowledge of the Company, none None of the Company, any of its subsidiaries, any officer of the Company or any of its subsidiaries or any of the Company Benefit Plans which are subject to ERISA, including the Company Pension Plans, any trusts created thereunder or any trustee or administrator thereof, has engaged in a "prohibited transaction" (as such term is defined in Section 406 of ERISA or Sections Section 4975 or 4976 of the Code) for which no exemption exists under Section 408 of ERISA or Section 4975(d) of the Code, or any other breach of fiduciary responsibility that could subject the Company, any of its subsidiaries or any officer of the Company or any of its subsidiaries to any material tax or penalty on prohibited transactions imposed by such Section 4975 or to any material liability under Sections 409 or Section 502(i) or (1l) of ERISA. Neither any of such Company Benefit Plans nor any of such trusts has been terminated, nor, except where any termination or failure to report would not result in a material liability to the Company or the Parent, nor has there been any "reportable event" (as that term is defined in Section 4043 of ERISA) with respect thereto, during the last five years for which a waiver has not been granted under regulations issued pursuant to ERISA Section 4043years. (e) Except as set forth in Schedule 3.10(e) 3.10 of the Company Disclosure Schedule, no employee of the Company or any of its subsidiaries will be entitled to any severance benefits or any other additional benefits or any acceleration of the time of payment or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this Agreement either alone or in conjunction with another subsequent event. Except for the Agreement between Geaton X. XxXxxxxxx, Xx. and the Company set forth in Section 3.10 of the Company Disclosure Schedule, neither the payment nor the vesting of any of the foregoing benefits shall constitute a "parachute payment" within the meaning of Section 280G of the CodeAgreement. (f) No liability under Title IV of ERISA has been incurred by the Company or any Commonly Controlled Entity that has not been satisfied in full, and to the knowledge of the Company, no condition exists that presents a material risk to the Company or any Commonly Controlled Entity of incurring a liability under such Title, other than liability for premiums due the Pension Benefit Guaranty Corporation ("PBGC") (which premiums have been paid when due). To the extent this representation applies to Sections sections 4064, 4069 or 4204 of Title IV of ERISA, it is made not only with respect to each Company Pension Plan 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 Commonly Controlled Entity made, or was required to make, contributions during the five (5) year 5)-year period ending on the Closing Date. No Company Pension Plan or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Section section 302 of ERISA and Section section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Company Pension Plan ended prior to the Closing Date; and all contributions required to be made with respect thereto (whether pursuant to the terms of any Company Pension Plan or otherwise) on or prior to the Closing Date have been timely made. With respect to each Company Benefit Plan subject to Title IV of ERISA, the present value of accrued benefits under such plan, based upon 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 exceed, as of its latest valuation date, the then current value of the assets of such plan allocable to such accrued benefits. (g) Except as disclosed The Tait X.X. Pension Scheme has been administered in Schedule 3.10(g) of all material respects in accordance with applicable law, all contributions required to be made thereto on or prior to the Company Disclosure ScheduleEffective Time have been or will be timely made, no Company Benefit Plan provides benefits, including death or medical benefits (whether or not insured), and such Scheme has been funded in accordance with respect to current or former employees of the Company or any Commonly Controlled Entity beyond their retirement or other termination of service (other than (i) coverage mandated by applicable local law or (ii) death benefits or retirement benefits under any "employee pension benefit plan," as that term is defined in Section 3(2) of ERISAand practice.