Common use of Employee Matters and Benefit Plans Clause in Contracts

Employee Matters and Benefit Plans. (a) Section 6.17(a) of the HealthAxis Disclosure Letter contains an accurate and complete list of each Employee Agreement and Employee Plan of HealthAxis (including for each such plan a description of any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has any announced plan or commitment, whether legally binding or not, to establish any new Employee Plan or Employee Agreement, to modify any Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis has provided or made available to BPOMS correct and complete copies of all material documents embodying or relating to each HealthAxis Employee Plan and Employee Agreement including: (i) all amendments thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis Employee Plan or related trust; (iv) if the HealthAxis Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each HealthAxis Employee Plan; (vi) all IRS determination letters and rulings relating to HealthAxis Employee Plans and copies of all applications and correspondence to or from the IRS or DOL with respect to any HealthAxis Employee Plan; and (vii) all communications material to any Employee or Employees relating to any HealthAxis Employee Plan and any proposed HealthAxis Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis Subsidiary. (i) Except as set forth in Section 6.l7(c) of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries and Affiliates has performed in all material respects all obligations required to be performed by them under each HealthAxis Employee Plan, and each HealthAxis Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA for which no class or statutory exemption is available, has occurred with respect to any HealthAxis Employee Plan; (iii) there are no material actions, suits or claims pending or, to the knowledge of HealthAxis, threatened or anticipated (other than routine claims for benefits) against any HealthAxis Employee Plan or against the assets of any HealthAxis Employee Plan; (iv) such HealthAxis Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to HealthAxis or any of the HealthAxis Subsidiaries or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of HealthAxis, threatened by the IRS or DOL with respect to any HealthAxis Employee Plan; (vi) neither HealthAxis nor any of the HealthAxis Subsidiaries is subject to any penalty or tax with respect to any HealthAxis Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis or any Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date. (d) Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis or any of the HealthAxis Subsidiaries or Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, state or federal law, no Employee Plan or any Employment Agreement to which HealthAxis is a party provides, or is required to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis and each of the HealthAxis Subsidiaries has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except as set forth in Section 6.17(g) of the HealthAxis Disclosure Letter. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries (i) is in compliance in all respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; in each case, with respect to Employees except as would not have an HealthAxis Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary is pending or, to the knowledge of HealthAxis, threatened. Neither HealthAxis nor any of the HealthAxis Subsidiaries is involved in or, to the knowledge of HealthAxis, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are represented by any labor organization or union, nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Board. (j) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or (ii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) of the HealthAxis Disclosure Letter. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.

Employee Matters and Benefit Plans. (ai) Section 6.17(aSchedule 2.25(b)(i) of the HealthAxis Target Disclosure Letter contains an accurate and complete list of each Employee Agreement and Target Employee Plan of HealthAxis (including for and each such plan a description of Target Employee Agreement. Neither Target, any of the benefits of which will be increasedits Subsidiaries, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates ERISA Affiliate has any announced plan or commitment, whether legally binding or not, commitment to establish any new Target Employee Plan or Target Employee Agreement, to modify any Target Employee Plan or Target Employee Agreement (except to the extent required by law or to conform any such Target Employee Plan or Target Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS Parent in writing, or as required by this Agreement), or to adopt or enter into any Target Employee Plan or Target Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (bii) HealthAxis Target has provided or made available to BPOMS Parent correct and complete copies of all material documents embodying or relating to each HealthAxis Employee Plan and Employee Agreement includingof: (i) all documents embodying each Target Employee Plan and each Target Employee Agreement including (without limitation) all amendments theretothereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Target Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each HealthAxis Target Employee Plan or related trustPlan; (iv) if the HealthAxis Target Employee Plan is funded, the most recent annual and periodic accounting of Target Employee Plan assets; (v) the most recent summary plan description together with the most recent summary summary(ies) of material modificationsmodifications thereto, if any, required under ERISA with respect to each HealthAxis Target Employee Plan; (vi) all IRS determination letters determination, opinion, notification and rulings relating to HealthAxis Employee Plans advisory letters, and copies of all applications and correspondence to or from the IRS or the DOL with respect to any HealthAxis Employee Plansuch application or letter; and (vii) all communications material to any Employee or Employees relating to any HealthAxis Target Employee Plan and any proposed HealthAxis Target Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis Target, any of its Subsidiaries, or any HealthAxis SubsidiaryTarget ERISA Affiliate; (viii) all correspondence to or from any governmental agency relating to any Target Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years discrimination tests for each Target Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Target Employee Plan. (iiii) Except as set forth in Section 6.l7(c) of the HealthAxis Disclosure LetterTarget, HealthAxis and each of the HealthAxis its Subsidiaries and the Target ERISA Affiliates has have performed in all material respects all obligations required to be performed by them under under, are not in default or violation of, and have no knowledge of any default or violation by any other party to each HealthAxis Target Employee Plan, and each HealthAxis Target Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; . Any Target Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Target Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 406 408 of ERISA for which no class or statutory exemption is availableERISA, has occurred with respect to any HealthAxis Target Employee Plan; (iii) there . There are no material actions, suits or claims pending pending, or, to the knowledge of HealthAxisTarget, threatened or reasonably anticipated (other than routine claims for benefits) against any HealthAxis Target Employee Plan or against the assets of any HealthAxis Target Employee Plan; (iv) such HealthAxis . Each Target Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to HealthAxis Target, its Subsidiaries, Parent or any of the HealthAxis Subsidiaries or any of its Target ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (v) there . There are no audits, inquiries or proceedings pending or, to the knowledge of HealthAxisTarget or any Target ERISA Affiliates, threatened by the IRS or DOL DOL, or any other Governmental Entity with respect to any HealthAxis Target Employee Plan; (vi) neither HealthAxis . Neither Target, its Subsidiaries, nor any of the HealthAxis Subsidiaries Target ERISA Affiliate is subject to any penalty or tax with respect to any HealthAxis Target Employee Plan under Section 402(i502(i) of ERISA or Section Sections 4975 through 4980 of the Code; . Target, its Subsidiaries and (vii) each Target ERISA Affiliate have timely made all contributions, including any top heavy contributions, contributions and other payments required to be made prior to by and due under the Closing by HealthAxis or any Affiliate to any terms of each Target Employee Plan have been made or shall be made on or before the Closing DatePlan. (div) Neither HealthAxis Target, its Subsidiaries nor any of the HealthAxis Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they Target ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any (i) Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (ii) Multiemployer Plan, (iii) ”multiple employer plan” as defined in ERISA or the Code, or (iv) a “funded welfare plan” within the meaning of Section 419 of the Code. No Target Employee Plan provides health benefits that are not fully insured through an insurance contract. (e) At no time has HealthAxis or any of the HealthAxis Subsidiaries or Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (fv) Except as set forth in Section 6.17(fSchedule 2.25(b)(v) of the HealthAxis Target Disclosure Letter or as required by local, state or federal lawLetter, no Target Employee Plan or any Employment Target Employee Agreement to which HealthAxis is a party provides, or is required reflects or represents any liability to provide, life insurance, medical provide post-termination or other employee retiree welfare benefits to any Employee upon his or her retirement or termination of employment person for any reason, except as may be required by COBRA or other applicable statute, and HealthAxis and each of the HealthAxis Subsidiaries neither Target, its Subsidiaries, nor any Target ERISA Affiliate has never ever represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with life insurancepost-termination or retiree welfare benefits, medical or other employee welfare benefits upon their retirement or termination of employmentexcept to the extent required by statute. (gvi) The Neither Target, its Subsidiaries nor any Target ERISA Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women’s Health and Cancer Rights Act of 1998, the requirements of the Newborns’ and Mothers’ Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees. (vii) Neither Target, its Subsidiaries nor any Target ERISA Affiliate is currently obligated to provide an Employee with any compensation or benefits pursuant to an agreement (e.g., an acquisition agreement) with a former employer of such Employee. (viii) Effect of Transaction. (1) Except as set forth on Schedule 2.25(b)(viii)(1) of the Target Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Target Employee Plan, Target Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except as set forth in Section 6.17(g) of the HealthAxis Disclosure Letter. (h2) Except as set forth in Section 6.17(hon Schedule 2.25(b)(viii)(2) of the HealthAxis Target Disclosure Letter, HealthAxis no payment or benefit which will or may be made by the Target or any Target ERISA Affiliate with respect to any Employee or any other “disqualified individual” (as defined in Code Section 280G and each the regulations thereunder) will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the HealthAxis Subsidiaries Code. (ix) Target and its Subsidiaries: (i) is are in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; , in each case, with respect to Employees except as would not have an HealthAxis Material Adverse EffectEmployees; (ii) has have withheld and reported all amounts required by law or by agreement to be withheld from the and reported with respect to wages, salaries, salaries and other payments to Employees; (iii) is are not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is are not liable for any payment to any trust or other fund governed by or to maintained by or on behalf of any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated claims or actions against Target or its Subsidiaries under any worker’s compensation policy or long-term disability policy. Neither Target, its Subsidiaries, nor any ERISA Affiliate has direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee, or with respect to any employee leased from another employer. (ix) No work stoppage or labor strike against HealthAxis Target, its Subsidiaries or any HealthAxis Subsidiary Target ERISA Affiliate is pending pending, threatened or reasonably anticipated. Target does not know of any activities or proceedings of any labor union to organize any Employees. Except as set forth in Schedule 2.25(b)(x) of the Target Disclosure Letter, there are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of HealthAxis, threatened. Neither HealthAxis nor any of the HealthAxis Subsidiaries is involved in or, to the knowledge of HealthAxisTarget, threatened with, any labor dispute, grievance, administrative proceeding or litigation reasonably anticipated relating to any labor, safety, employment practices safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis Material Adverse Effectresult in any material liability to Target or its Subsidiaries. Neither HealthAxis Target nor any of the HealthAxis its Subsidiaries has have engaged in any unfair labor practices within the meaning of the National Labor Relations Act which wouldAct. Except as set forth in Schedule 2.25(j) of the Target Disclosure Letter, individually or Target and its Subsidiaries are not presently, nor have they been in the aggregatepast, directly a party to, or indirectly have a HealthAxis Material Adverse Effectbound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated with respect to Employees. Neither HealthAxis Target nor any of its Subsidiaries have incurred any material liability or material obligation under the HealthAxis Subsidiaries Worker Adjustment and Retraining Notification Act or Affiliates has ever been a party to any agreement with any labor organization similar state or union, and none of the HealthAxis Employees are represented by any labor organization or union, nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Boardlocal law which remains unsatisfied. (jxi) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account of Neither Target, its Subsidiaries nor any Target ERISA Affiliate currently, nor has it ever had the transactions contemplated by this Agreement (without regard to termination of employment)obligation to, maintain, establish, sponsor, participate in, or contribute to any International Employee Plan. (iixii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except Each “nonqualified deferred compensation plan” (as disclosed defined in Schedule 6.17(jSection 409A(d)(1) of the HealthAxis Disclosure Letter. (kCode) The employment agreements contemplated by has been operated since January 1, 2005 in good-faith compliance with Section 8.1(d) of this Agreement and the addition to shares 409A of the 2005 Stock Incentive Plan Code and IRS Notice 2005-1. No nonqualified deferred compensation plan has been “materially modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004. No amounts are or a new plan) contemplated will be includable in income for any service provider by operation of Section 2.2(a)(viii) 409A of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17Code.

Employee Matters and Benefit Plans. (a) Section 6.17(aSchedule 6.18(a) of the HealthAxis Disclosure Letter contains an accurate a true, correct and complete list of each Employee Plan, Employee Agreement and Employee Plan of HealthAxis Independent Contractor Agreement (including for each such plan a description of any of the benefits of which will be increased, increased or the vesting of benefits of which will be accelerated, accelerated by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) None of the HealthAxis Disclosure LetterCompany, neither HealthAxis nor any Subsidiary or any of the HealthAxis Subsidiaries or their ERISA Affiliates has any announced plan or commitment, whether legally binding or not, to establish any new Employee Plan Plan, Employee Agreement or Employee Independent Contractor Agreement, to modify any Employee Plan Plan, Employee Agreement or Employee Independent Contractor Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS in writing, Law or as required by this Agreement), ) or to enter into any Employee Plan Plan, Employee Agreement or Employee Independent Contractor Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis The Company has provided or made available to BPOMS Purchaser true, correct and complete copies of all material documents embodying or relating to each HealthAxis Employee Plan and Plan, Employee Agreement and Independent Contractor Agreement, including: : (i) all amendments thereto; thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Employee Plan; ; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis Employee Plan or related trust; ; (iv) if the HealthAxis Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; ; (v) the most recent summary plan description description, together with the most recent summary all summaries of material modifications, if any, required under ERISA with respect to each HealthAxis Employee Plan; ; (vi) all the most recent IRS determination letters or opinion letter and rulings ruling relating to HealthAxis Employee Plans and copies of all applications and correspondence to or from the IRS or DOL the Department of Labor (“DOL”) within the last three years with respect to any HealthAxis Employee Plan; and ; (vii) all communications material within the last two years to any Employee or Employees relating to any HealthAxis Employee Plan and any proposed HealthAxis Employee Plans, in each case, including communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, or other events which that would result in any material liability Liability to HealthAxis the Company or any HealthAxis Subsidiary.; and (iviii) each trust or other funding arrangements and each insurance contract or policy. To the extent that any Employee Plan, Employee Agreement or Independent Contractor Agreement is not in writing, the Company has made available to Purchaser a written description or summary of the terms thereof. Except as set forth on Schedule 6.18(b), each Employee Plan, Employee Agreement and Independent Contractor Agreement is in Section 6.l7(c) full force and effect and is valid and binding in accordance with its terms and, to the Knowledge of the HealthAxis Disclosure LetterCompany, HealthAxis and each there is no material default or event of default (or event which with notice or lapse of time, or both, would constitute such a material default or event of default) thereunder by the Company or any Subsidiary or by any beneficiary thereof or other party thereto. Following the Effective Time, to the extent not terminated in accordance with this Agreement, the Surviving Corporation will be permitted to exercise all of the HealthAxis rights of the Company and its Subsidiaries under each Employee Plan, Employee Agreement and Independent Contractor Agreement to the same extent the Company and its Subsidiaries would have been able to had the transactions contemplated by this Agreement not occurred, without penalty or the acceleration of any rights. (c) The Company, each Subsidiary and their respective ERISA Affiliates each has performed in all material respects all obligations required to be performed by them it under each HealthAxis Employee Plan, and each HealthAxis Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) no . No “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA for which no class or statutory exemption is available, has occurred with respect to any HealthAxis Employee Plan; (iii) there . There are no material actions, suits or claims Actions pending or, to the knowledge Knowledge of HealthAxisthe Company, threatened or anticipated (other than routine claims for benefits) against any HealthAxis Employee Plan or against the assets of any HealthAxis Employee Plan; (iv) such HealthAxis Plan or relating to any Employee Plan or Employee Agreement. Each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability Liability to HealthAxis the Company, any Subsidiary or any of the HealthAxis Subsidiaries or any of its their respective ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventevent and benefits accrued thereunder); (v) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of HealthAxisthe Company, threatened by the IRS IRS, the Pension Benefit Guaranty Corporation or the DOL with respect to any HealthAxis Employee Plan; (vi) neither HealthAxis . Neither the Company nor any of the HealthAxis Subsidiaries Subsidiary is subject to any penalty or tax Tax with respect to any HealthAxis Employee Plan under Section 402(i502(i) of ERISA or Section 4975 through 4980 4980B of the Code; and (vii) all . All contributions, including any top heavy contributionsor matching contributions and premiums, required to be made prior to by the Closing by HealthAxis Company, any Subsidiary or any Affiliate of their respective ERISA Affiliates to any Employee Plan have been made or shall will be made on or before the Closing Date. All unpaid Liabilities of the Company, any Subsidiary or any of their respective ERISA Affiliates with respect to an Employee Plan that are not yet due have been properly accrued in accordance with GAAP. For completed plan years of each Employee Plan, all contributions have been fully deducted for income Tax purposes and no such deduction has been challenged or disallowed by any Governmental Entity and, to the Knowledge of the Company, no reasonable or valid basis exists for any such challenge or disallowance. The Company, each Subsidiary and their respective ERISA Affiliates are in compliance in all material respects with the requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA and the regulations promulgated thereunder and any similar state Laws concerning group health care continuation coverage and group health plan portability, access and renewability requirements. Each Employee Plan or related trust that is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination, opinion, notification or advisory letter from the IRS that it is so qualified or exempt, and, to the Knowledge of the Company, nothing has occurred since the date of such letter that would adversely affect the qualified or exempt status of any such Employee Plan or related trust. None of the assets of any Employee Plan include “employer securities” as defined in Section 407(d)(1) of ERISA. (d) Neither HealthAxis nor None of the Company, any Subsidiary or any of the HealthAxis Subsidiaries or their respective ERISA Affiliates currently maintainmaintains, sponsorsponsors, participate participates in or contribute contributes to, nor have they or has ever maintained, established, sponsored, participated in, in or contributed to, any Pension Plan which that is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis the Company, any Subsidiary or any of the HealthAxis Subsidiaries or their respective ERISA Affiliates contributed to to, or been requested or obligated to contribute to to, any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, Part 6 of Subtitle B of Title I of ERISA or similar state or federal law, no Employee Plan or Employee Agreement or any Employment Agreement other Contract to which HealthAxis the Company, any Subsidiary or any of their respective ERISA Affiliates is a party provides, or is required to provide, life insurance, medical or other employee welfare benefits to any Employee upon following his or her retirement or termination of employment for any reason, and HealthAxis and each none of the HealthAxis Subsidiaries Company, any Subsidiary or any of their respective ERISA Affiliates has never representedever represented or promised to, promised or contracted with (whether in oral or written form) to ), any Employee (either individually or to Employees as a group) that such Employee(s) Employee or Employees would be provided with life insurance, medical or other employee welfare benefits upon following their retirement or termination of employment. (g) The Except as set forth on Schedule 6.18(j) and subject to Section 9.1, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except . Except as set forth on Schedule 6.18(g), neither the Company nor any Subsidiary is subject to any obligation to make any payments that, separately or in the aggregate, could result in an “excess parachute payment” within the meaning of Section 6.17(g) 280G of the HealthAxis Disclosure LetterCode. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letter, HealthAxis The Company and each of the HealthAxis Subsidiaries Subsidiary (i) is and has been in compliance in all material respects with all Employment Laws or other applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, or relating directly or indirectly to employment or workplace practices, terms and conditions of employment employment, and wages and hours; in each case, with respect to Employees except as would not have an HealthAxis Material Adverse Effect; (ii) has withheld all amounts required by law any Law or by any agreement to be withheld from the wages, salaries, salaries and other payments to Employees; , (iii) is not liable for any arrears of wages or any taxes Taxes or any penalty for failure to comply with any of the foregoing; withhold, and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, Governmental Entity with respect to unemployment or workers’ compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course Ordinary Course of business and consistent with past practiceBusiness). (i) . No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary Action is pending or, to the knowledge Knowledge of HealthAxisthe Company, threatened. Neither HealthAxis nor threatened against the Company or any Subsidiary concerning Employment Laws or concerning any employment-related claims of any nature, and to the Knowledge of the Company, there is no reasonable or valid basis for any such Action. (i) None of the Company, any Subsidiary or any of the HealthAxis Subsidiaries is involved in or, to the knowledge of HealthAxis, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries or their respective ERISA Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are is represented by any labor organization or union. To the Knowledge of the Company, there are no organizational campaigns, petitions or other unionization activities seeking recognition of a collective bargaining unit that could affect the Company, any Subsidiary or any of their respective ERISA Affiliates. No work stoppage, labor strike, slowdown, sitdown, interruption of work, picketing, handbilling, corporate campaign activity or other concerted labor dispute against the Company or any Subsidiary is pending or, to the Knowledge of the Company, threatened. There is no Action pending or, to the Knowledge of the Company, threatened against the Company or any Subsidiary relating to labor, safety, employment practices or discrimination matters involving any Employee, including charges of unfair labor practices or discrimination complaints. Neither the Company nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with Subsidiary has engaged in any unfair labor practices within the meaning of the National Labor Relations BoardAct, as amended. (j) There are no (iSchedule 6.18(j) bonus or severance sets forth change-in-control and other similar payments that could be payable to Employees of HealthAxis under existing Employee Plans and Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or (ii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) of the HealthAxis Disclosure LetterAgreement. (k) The Schedule 6.18(k) sets forth a true, correct and complete list of names, dates of hire and current salary or wage rates of all individuals who are currently Employees or Independent Contractors and all individuals to whom the Company or any Subsidiary has extended offers of employment agreements contemplated by Section 8.1(dor of consulting as independent contractors which are pending as of the date hereof. Schedule 6.18(k) also contains a summary of all bonus, incentive compensation, accrued vacation pay, accrued paid time off and other compensation or benefits (other than equity compensation consisting of stock options or restricted stock) earned but unpaid, and indicates whether any Employee is currently on a leave of absence for any reason. No Key Employee has given notice (verbal or written) of this Agreement an intent to terminate his or her employment. (l) Except as provided in the Employee Agreements, (i) the employment of each Employee is terminable at will without any penalty or severance obligation of any kind, (ii) Employees are not entitled to specific notice of termination, severance pay or a fixed term of employment, and (iii) Employees may be dismissed without notice for any legal reason. (m) Each current Employee is either a United States citizen or an individual specifically authorized to engage in employment or provide services in the United States in accordance with all Employment Laws or other Laws. (n) With respect to any mass layoff or plant closures affecting Employees or other Persons, the Company and each Subsidiary has (i) complied fully with the WARN Act and any similar applicable state or local mass layoff or plant closing Laws and (ii) served in a timely manner and fashion all notices required by the WARN Act or any other similar applicable state or local mass layoff or plant closing Laws. (o) All Employment Agreements subject to Section 409A of the Code comply, in all material respects, in both form and operation with Section 409A of the Code and the addition rules and regulations thereunder, and, except as set forth on Schedule 6.18(o), neither the Company nor any Subsidiary has an obligation to shares provide any “gross-up” payment to any person in connection with Taxes payable under Section 409A of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17Code.

Employee Matters and Benefit Plans. (a) Section 6.17(a3.23(a) of the HealthAxis Disclosure Letter Schedule contains an accurate and complete list of each Employee Agreement and Employee Plan of HealthAxis (including for each such plan a description of Benefit Plan. Tigris does not maintain or have any of the benefits of which will be increasedobligation to contribute to, or the vesting of benefits of which will be acceleratedany Liability with respect to any benefit plan, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated other than those Benefit Plans listed on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a3.23(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor Schedule. Tigris does not have any of the HealthAxis Subsidiaries or Affiliates has any announced plan or commitment, whether legally binding or not, commitment to establish any new Employee Plan Benefit Plan, or Employee Agreement, to modify any Employee Benefit Plan or Employee Agreement (except to the extent required by law Law or to conform any such Employee Benefit Plan or Employee Agreement to the requirements of any applicable lawLaw, in each case as previously disclosed to BPOMS Verticalnet in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis Tigris has provided or made available to BPOMS Verticalnet correct and complete copies of all material the following documents embodying or relating with respect to each HealthAxis Employee Plan and Employee Agreement includingBenefit Plan: (i) all documents constituting each Benefit Plan, including all amendments theretothereto and all related trust agreements, service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Benefit Plan; (ii) the most recent annual actuarial valuationsreports, if any, prepared for each HealthAxis Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each HealthAxis Employee Plan or related trustCode; (iv) if the HealthAxis Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary summary(ies) of material modificationsmodifications thereto, if any, required under ERISA with respect to each HealthAxis Employee PlanERISA; (v) the most recent IRS determination letter, as applicable; (vi) all IRS determination letters and rulings material correspondence relating to HealthAxis Employee Plans and copies of all applications and correspondence any audit, correction or Liability to or from the DOL, IRS or DOL with respect to any HealthAxis Employee Planother Governmental Body; and (vii) the three most recent plan years discrimination tests, if any, and (viii) all communications material to any Employee employee manuals or Employees relating to any HealthAxis Employee Plan and any proposed HealthAxis Employee Plans, in each case, relating to any amendments, terminations, establishments, increases handbooks containing personnel or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis Subsidiaryemployee relations policies. (ic) For purposes of the following provisions of this Section 3.23, the term “Tigris” includes any ERISA Affiliate. Except as set forth in Section 6.l7(c3.23(c)of the Disclosure Schedule, (i) of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries and Affiliates has performed in all material respects all obligations required to be performed by them under each HealthAxis Employee Plan, and each HealthAxis Employee Benefit Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited ERISA or the Code and, to the Knowledge of Tigris, nothing has occurred with respect to the design or operation of any Benefit Plan that could cause the loss of its qualification or exemption or the imposition of any Liability, lien, penalty, or tax under ERISA or the Code, and the CodeBenefit Plans have been timely amended to comply with current Law; (ii) each Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Benefit Plan as to its qualified status under the Code or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan and each such determination remains in effect and Tigris has not received any notice that such determination has been revoked, (iii) with respect to each Benefit Plan, to the Knowledge of Tigris, there has occurred no non-exempt “prohibited transaction,” (within the meaning of Section 4975 of the Code or Section 406 of ERISA) or breach of any fiduciary duty described in Section 404 of ERISA that could, if successful, result in any Liability, direct or indirect, for which no class Tigris or statutory exemption is availableany shareholder, has occurred with respect to any HealthAxis Employee Planofficer, director, or employee of Tigris; (iiiiv) there are no material actions, suits or claims pending pending, or, to the knowledge Knowledge of HealthAxisTigris, threatened or reasonably anticipated (other than routine claims for benefits) against or relating to any HealthAxis Employee Plan or against the assets of any HealthAxis Employee Benefit Plan; (ivv) such HealthAxis Employee each Benefit Plan that is made generally available to employees of Tigris can be amended, terminated or otherwise discontinued after the Effective Time and no termination or discontinuance after the Effective Time will result in accordance with its terms, without material liability to HealthAxis the payment of any additional contribution or amount or the vesting or acceleration of any of the HealthAxis Subsidiaries or any of its Affiliates benefits promised by such Benefit Plan (other than ordinary administration expenses typically incurred or, in a termination eventthe case of the Tigris 401(k) Plan, the vesting of all benefits thereunder); and (vvi) there are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of HealthAxisTigris, threatened by the IRS IRS, DOL or DOL any other Governmental Body with respect to any HealthAxis Employee Plan; (vi) neither HealthAxis nor any of the HealthAxis Subsidiaries is subject to any penalty or tax Benefit Plan and no matters are pending with respect to any HealthAxis Employee Benefit Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis or any Affiliate IRS correction program with respect to any Employee Plan have been made or shall be made on or before the Closing DateBenefit Plan. (d) Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates currently maintain, Tigris does not sponsor, participate in maintain or contribute to, nor have they ever maintained, established, and has never sponsored, participated in, maintained or contributed to, or had any Pension Plan which is Liability with respect to, any employee benefit plan subject to Part 3 of Subtitle B of Title I Section 302 of ERISA, Title IV of ERISA or Section 412 of the CodeCode or Title IV of ERISA. None of the Benefit Plans is a multiemployer plan (as defined in Section 3(37) of ERISA). Tigris does not contribute to, and has never contributed to or had any other Liability with respect to, a multiemployer plan. (e) At no time has HealthAxis or any Except as set forth in Section 3.23(e) of the HealthAxis Subsidiaries or Affiliates contributed to or been requested or obligated to contribute Disclosure Schedule, with respect to any Multiemployer PlanBenefit Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA), (i) to the Knowledge of Tigris, each welfare plan for which contributions are claimed as deductions under any provision of the Code is in compliance with all applicable requirements pertaining to such deduction, (ii) with respect to any welfare benefit fund (within the meaning of Section 419 of the Code) related to a welfare plan, there is no disqualified benefit (within the meaning of Section 4976(b) of the Code) that would result in the imposition of a tax under Section 4976(a) of the Code, (iii) to the Knowledge of Tigris, any Benefit Plan that is a group health plan (within the meaning of Section 4980B(g)(2) of the Code) complies, and in each and every case has complied, with all of the requirements of Section 4980B of the Code, ERISA, Title XXII of the Public Health Service Act, the applicable provisions of the Social Security Act, the Health Insurance Portability and Accountability Act of 1996, and other applicable Laws, and (iv) no welfare plan provides health or other benefits after an employee’s or former employee’s retirement or other termination of employment except as required by Section 4980B of the Code. (f) Except as set forth in Section 6.17(f3.23(f) of the HealthAxis Disclosure Letter or as required by local, state or federal lawSchedule, no Employee Benefit Plan or contains any Employment Agreement to which HealthAxis is a party provides, or is required to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis and each of the HealthAxis Subsidiaries has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) provision that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment. (g) The execution of this Agreement and the consummation of prohibit the transactions contemplated hereby will not (either alone by this Agreement or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect would give rise to any HealthAxis Employeevesting of benefits, except as set forth in Section 6.17(g) of the HealthAxis Disclosure Letter. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letterseverance, HealthAxis and each of the HealthAxis Subsidiaries (i) is in compliance in all respects with all applicable foreigntermination, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; in each case, with respect to Employees except as would not have an HealthAxis Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary is pending or, to the knowledge of HealthAxis, threatened. Neither HealthAxis nor any of the HealthAxis Subsidiaries is involved in or, to the knowledge of HealthAxis, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have Liabilities as a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are represented by any labor organization or union, nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Board. (j) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account result of the transactions contemplated by this Agreement (without regard to termination Agreement, and no payments or benefits under any Benefit Plan or other agreement of employment)Tigris will be considered “excess parachute payments” under Section 280G of the Code. Tigris has not declared or paid any bonus compensation in contemplation of the transactions contemplated by this Agreement. No payments or benefits under any Benefit Plan or other agreement of Tigris are, or (ii) severance obligations that could be payable are expected to Employees be, subject to the disallowance of HealthAxis a deduction under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(jSection 162(m) of the HealthAxis Disclosure LetterCode. (kg) The employment agreements contemplated by Section 8.1(d) of this Agreement and Tigris has paid all amounts that Tigris is required to pay as contributions to the addition to shares Benefit Plans as of the 2005 Stock Incentive last day of the most recent fiscal year of each of the Benefit Plans; and all monies withheld from employee paychecks with respect to Benefit Plans have been transferred to the appropriate Benefit Plan in a timely manner as required by applicable Law. (h) Tigris does not maintain, have any obligation to contribute to or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from have any Liability with respect to, any benefit plan or arrangement outside the representations set forth in this Section 6.17US and has never had any obligation or Liability with respect to any such benefit plan or arrangement.

Employee Matters and Benefit Plans. (a) Section 6.17(a3.23(a) of the HealthAxis Disclosure Letter Schedule contains an accurate and complete list of each Employee Agreement and Company Employee Plan and each Employee Agreement, together with a schedule of HealthAxis (including for all liabilities under any Employee Agreement, whether or not accrued, under each such plan a description of any Company Employee Plan or Employee Agreement. None of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates Companies has any announced stated plan or commitment, whether legally binding or not, commitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Company Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS the Purchaser in writing, or as required by this Agreement), or to enter into any Company Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis has provided or The Sellers have made available to BPOMS the Purchaser (i) correct and complete copies of all material documents embodying or relating to each HealthAxis Company Employee Plan and each Employee Agreement including: (i) including all amendments theretothereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis Company Employee Plan or related trust; (iv) if the HealthAxis Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each HealthAxis Company Employee Plan; (vi) all IRS determination letters and rulings relating to HealthAxis Company Employee Plans and copies of all applications and correspondence to or from the IRS or DOL the Department of Labor ("DOL") with respect to any HealthAxis Company Employee Plan; and (vii) in the case of Multiemployer Plans, all valuation reports, summaries of contributions and statements or schedules or notices of liabilities received from such Multiemployer Plan at any time during the three years preceding the date of this Agreement; (viii) all communications material to any Employee or Employees relating to any HealthAxis Company Employee Plan and any proposed HealthAxis Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis Subsidiarythe Company; and (ix) all registration statements and prospectuses prepared in connection with each Company Employee Plan. (c) (i) Except as set forth in Section 6.l7(c) Each of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries and Affiliates Companies has performed in all material respects all obligations required to be performed by them it under each HealthAxis Company Employee Plan, Plan and each HealthAxis Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulationsLaws, including but not limited to ERISA and the Code; (ii) no “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Section 406 of ERISA ERISA, for which there is no class or statutory exemption is availableavailable under Section 408 of ERISA, has occurred with respect to any HealthAxis Company Employee Plan; (iii) there are no material actions, suits or claims pending pending, or, to the knowledge of HealthAxisthe Sellers, threatened or anticipated (other than routine claims for benefits) against any HealthAxis Company Employee Plan or against the assets of any HealthAxis Company Employee Plan; (iv) such HealthAxis each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to HealthAxis the Companies or any of the HealthAxis Subsidiaries or any of its Affiliates Purchaser (other than ordinary administration expenses typically incurred in pursuant to an amendment or a termination event); (v) there are no audits, inquiries or proceedings pending or, to the best knowledge of HealthAxisthe Sellers or any Affiliates, threatened by the IRS or DOL with respect to any HealthAxis Company Employee Plan; and (vi) neither HealthAxis nor any of the HealthAxis Subsidiaries Companies nor any Affiliate is subject to any penalty or tax with respect to any HealthAxis Company Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis or any Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date. (d) Neither HealthAxis nor any None of the HealthAxis Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they Companies has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis or any of the HealthAxis Subsidiaries or Affiliates Companies contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, state or federal law, no No Company Employee Plan or any Employment Agreement to which HealthAxis is a party provides, or is required has any liability to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis and each of the HealthAxis Subsidiaries has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees except as a group) that such Employee(s) would may be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employmentrequired by statute. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except . No payment or benefit which will or may be made by any of the Companies or the Purchaser or any of their respective Affiliates with respect to any Employee will be characterized as set forth in an "excess parachute payment," within the meaning of Section 6.17(g280G(b)(1) of the HealthAxis Disclosure LetterCode. (h) Except as set forth in Section 6.17(h) Each of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries Companies (i) is in compliance in all material respects with all applicable foreign, federal, state and local laws, rules and regulations Laws respecting employment, employment practices, terms and conditions of employment and wages and hours; , in each case, with respect to Employees except as would not have an HealthAxis Material Adverse EffectEmployees; (ii) has withheld all amounts required by law Law or by agreement to be withheld from the wages, salaries, salaries and other payments to Employees; (iii) is not liable for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary of the Companies is pending or, to the best knowledge of HealthAxisthe Sellers, threatened. Neither HealthAxis nor any None of the HealthAxis Subsidiaries Companies is involved in or, to the best knowledge of HealthAxisthe Sellers, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices safety or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have result in a HealthAxis Material Adverse Effectmaterial liability to such Company or the loss of a material benefit by such Company. Neither HealthAxis nor any None of the HealthAxis Subsidiaries Companies has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have result in a HealthAxis Material Adverse Effectmaterial liability to such Company or the loss of a material benefit by such Company. Neither HealthAxis nor None of the Companies is now or has been in the past a party to, or bound by, any collective bargaining agreement or union contract with respect to Employees and no collective bargaining agreement is being negotiated by any of the HealthAxis Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are represented by any labor organization or union, nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations BoardCompanies. (j) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or (ii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) of the HealthAxis Disclosure Letter. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.

Employee Matters and Benefit Plans. (a) Section 6.17(a4.17(a) of the HealthAxis Publico Disclosure Letter contains an accurate and complete list of each Employee Agreement and of Publico. Publico has no Employee Plan Plans. No benefits under any Employee Agreement of HealthAxis (including for each such plan a description of any of the benefits of which Publico will be increased, or the vesting of benefits of which will be acceleratedsubject to accelerated vesting, by the occurrence of any of the transactions contemplated by this Agreement of Transaction, nor will the value of any of the benefits of which will thereunder be calculated on the basis of any transactions contemplated by this Agreement)the Transaction. Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis Neither Publico nor any of the HealthAxis Subsidiaries or its Affiliates has any announced plan or commitment, whether legally binding or not, to establish any new Employee Plan or Employee Agreement, to modify any Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS Operating Company in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis Publico has provided or made available to BPOMS the Members correct and complete copies of all material documents embodying or relating to each HealthAxis Publico Employee Plan and Employee Agreement including: (i) all amendments theretothereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Publico Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis Publico Employee Plan or related trust; (iv) if the HealthAxis Publico Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each HealthAxis Publico Employee Plan; (vi) all IRS determination letters and rulings relating to HealthAxis Publico Employee Plans and copies of all applications and correspondence to or from the IRS or DOL Department of Labor (“DOL”) with respect to any HealthAxis Publico Employee Plan; and (vii) all communications material to any Employee or Employees relating to any HealthAxis Publico Employee Plan and any proposed HealthAxis Publico Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis SubsidiaryPublico. (c) (i) Except as set forth in Section 6.l7(c) of the HealthAxis Disclosure Letter, HealthAxis Publico and each of the HealthAxis Subsidiaries and its Affiliates has have performed in all material respects all obligations required to be performed by them under each HealthAxis Publico Employee Plan, and each HealthAxis Publico Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA for which no class or statutory exemption is available, has occurred with respect to any HealthAxis Publico Employee Plan; (iii) there are no material actions, suits or claims pending or, to the knowledge of HealthAxisPublico, threatened or anticipated (other than routine claims for benefits) against any HealthAxis Publico Employee Plan or against the assets of any HealthAxis Publico Employee Plan; (iv) such HealthAxis Publico Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time Closing Date in accordance with its terms, without material liability to HealthAxis or any of the HealthAxis Subsidiaries Publico or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of HealthAxisPublico, threatened by the IRS or DOL with respect to any HealthAxis Publico Employee Plan; (vi) neither HealthAxis nor any of the HealthAxis Subsidiaries Publico is not subject to any penalty or tax with respect to any HealthAxis Publico Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis Publico or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date. (d) Neither HealthAxis Publico nor any of the HealthAxis Subsidiaries or its Affiliates currently maintain, sponsor, participate in or contribute to, nor have they ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis Publico or any of the HealthAxis Subsidiaries or its Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, state or federal law, no Employee Plan or any other Employment Agreement to which HealthAxis Publico is a party provides, or is required to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis and each of the HealthAxis Subsidiaries Publico has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby Transaction will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Publico Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits benefits, or obligation to fund benefits with respect to any HealthAxis Publico Employee, except as set forth in Section 6.17(g) of the HealthAxis Disclosure Letter. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries Publico (i) is in compliance in all respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; , in each case, with respect to Employees except as would not have an HealthAxis Publico Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Employees; (iii) is not liable for any arrears of wages or of any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary Publico is pending or, to the knowledge of HealthAxisPublico, threatened. Neither HealthAxis nor any of the HealthAxis Subsidiaries Publico is not involved in or, to the knowledge of HealthAxisPublico, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis Publico Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries Publico has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis Publico Material Adverse Effect. Neither HealthAxis Publico nor any of the HealthAxis Subsidiaries or its Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Publico Employees are represented by any labor organization or union, nor have any HealthAxis Publico Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Board. (j) There are no Section 4.17(j) of Publico Disclosure Letter sets forth (i) the aggregate amounts of bonus or and severance payments that could be payable to Employees of HealthAxis Publico under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement Transaction (without regard to termination of employment), or and (ii) the aggregate amounts of severance obligations that could be payable to Employees of HealthAxis Publico under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective TimeClosing Date, except as disclosed in Schedule 6.17(j) separately stating the amounts that are payable by reason of the HealthAxis Disclosure Lettera termination following a change of control of Publico. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.

Employee Matters and Benefit Plans. (a) Section 6.17(a3.17(a) of the HealthAxis Company Disclosure Letter contains an accurate and complete list of each Employee Agreement and Company Employee Plan of HealthAxis (including for and each such plan a description of any of Employee Agreement. Neither the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis Company nor any of the HealthAxis Subsidiaries or Affiliates ERISA Affiliate has any announced plan or commitment, whether legally binding or not, commitment to establish any new Company Employee Plan or Employee Agreement, to modify any Company Employee Plan or Employee Agreement (except to the extent required by law Law or to conform any such Company Employee Plan or Employee Agreement to the requirements of any applicable lawLaw, in each case as previously disclosed to BPOMS Parent in writing, or as required by this Agreement), or to adopt or enter into any Company Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis The Company has provided or made available to BPOMS Parent correct and complete copies of all material documents embodying or relating to each HealthAxis Employee Plan and Employee Agreement includingof: (i) all documents embodying each Company Employee Plan and each Employee Agreement including all amendments theretothereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each HealthAxis Company Employee Plan and, with respect to an International Employee Plan, the most recent annual report or related trustsimilar compliance document required to be filed with any Governmental Authority with respect to such plan; (iv) if the HealthAxis Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary summaries of material modificationsmodifications thereto, if any, required under ERISA with respect to each HealthAxis Company Employee Plan; (vi) all IRS determination letters determination, opinion, notification and rulings advisory letters, or, with respect to an International Employee Plan, a comparable document issued by a Governmental Authority relating to HealthAxis Employee Plans the satisfaction of Law necessary to obtain the most favorable tax treatment, and copies of all applications and correspondence to or from the IRS or the DOL with respect to any HealthAxis Employee Plansuch application or letter; and (vii) all communications material correspondence to or from any Employee or Employees Governmental Authority relating to any HealthAxis Company Employee Plan Plan; (viii) all model COBRA forms and any proposed HealthAxis related notices (or such forms and notices as required under comparable Law); and (ix) the discrimination tests with respect to each of the three (3) most recent plan years for each Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis SubsidiaryPlan. (ic) Except as set forth in Section 6.l7(c) of the HealthAxis Disclosure Letter, HealthAxis The Company and each of the HealthAxis Subsidiaries and its ERISA Affiliates has have performed in all material respects all obligations required to be performed by them under under, are not in default or violation of, and have no Knowledge of any default or violation by any other party to each HealthAxis Company Employee Plan, and each HealthAxis Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable lawsLaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; . Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code (iii) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No material “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 406 408 of ERISA for which no class or statutory exemption is availableERISA, has occurred with respect to any HealthAxis Company Employee Plan; (iii) there . There are no material actions, suits or claims pending pending, or, to the knowledge Knowledge of HealthAxisthe Company, threatened or reasonably anticipated (other than routine claims for benefits) against any HealthAxis Company Employee Plan or against the assets of any HealthAxis Company Employee Plan; (iv) such HealthAxis . Each Company Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to HealthAxis or any of the HealthAxis Subsidiaries Parent, Company or any of its ERISA Affiliates (other than ordinary administration expenses typically incurred in a termination eventexpenses); (v) there . There are no audits, inquiries or proceedings pending or, to the knowledge Knowledge of HealthAxisthe Company or any ERISA Affiliates, threatened by the IRS or DOL DOL, or any other Governmental Authority with respect to any HealthAxis Company Employee Plan; (vi) neither HealthAxis . Neither the Company nor any of the HealthAxis Subsidiaries ERISA Affiliate is subject to any penalty or tax with respect to any HealthAxis Company Employee Plan under Section 402(i502(i) of ERISA or Section Sections 4975 through 4980 of the Code; . The Company and (vii) each ERISA Affiliate have timely made all contributions, including any top heavy contributions, contributions and other payments required to be made prior to by and due under the Closing by HealthAxis or any Affiliate to any terms of each Company Employee Plan have been made or shall be made on or before the Closing DatePlan. (d) Neither HealthAxis the Company nor any of the HealthAxis Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any (i) Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code, (ii) Multiemployer Plan, (iii) “multiple employer plan” as defined in ERISA or the Code or (iv) “funded welfare plan” within the meaning of Section 419 of the Code. (e) At no time has HealthAxis or any of the HealthAxis Subsidiaries or Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, state or federal law, no No Company Employee Plan or any Employment Agreement to which HealthAxis is a party provides, reflects or is required represents any liability to provide, life insurance, medical provide post-termination or other employee retiree welfare benefits to any Employee upon his or her retirement or termination of employment Person for any reason, except as may be required by COBRA or other applicable statute, and HealthAxis and each of neither the HealthAxis Subsidiaries Company nor any ERISA Affiliate has never ever represented, promised or contracted (whether in oral or written form) to any Employee employee (either individually or to Employees employees as a group) or any other Person that such Employee(semployee(s) or other Person would be provided with life insurancepost-termination or retiree welfare benefits, medical except to the extent required by statute. (f) Neither the Company nor any ERISA Affiliate is currently obligated to provide an employee with any compensation or other employee welfare benefits upon their retirement or termination pursuant to an agreement (e.g., an acquisition agreement) with a former employer of employmentsuch employee. (g) The Except as set forth on Section 3.17(g)(i) of the Company Disclosure Letter, the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except employee. No payment or benefit which will or may be made by the Company or its ERISA Affiliates with respect to any employee or any other “disqualified individual” (as set forth defined in Code Section 6.17(g280G and the regulations thereunder) will be characterized as a “parachute payment,” within the meaning of Section 280G(b)(2) of the HealthAxis Code. There is no contract, agreement, plan or arrangement to which the Company or any ERISA Affiliate is a party or by which it is bound to compensate any employee for excise taxes paid pursuant to Section 4999 of the Code. Section 3.17(g)(ii) of the Company Disclosure LetterLetter contains a list of all “Disqualified Individuals” as defined under Section 280G of the Code and the regulations thereunder. (h) Except as set forth in on Section 6.17(h3.17(h) of the HealthAxis Company Disclosure Letter, HealthAxis and each the Company is not party to any contract, agreement or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the HealthAxis Subsidiaries Code. Each such nonqualified deferred compensation plan has been operated since January 1, 2007 in good faith compliance with Section 409A of the Code and the guidance and regulations thereunder (“Section 409A”). No stock option or other right to acquire Company Common Stock or other equity of the Company (i) is has an exercise price that has been or may be less than the fair market value of the underlying equity as of the date such option or right was granted, as determined by the Company Board in compliance in all respects with all applicable foreigngood faith, federal(ii) has any feature for the deferral of compensation other than the deferral of recognition of income until the later of exercise or disposition of such option or rights or (iii) has been granted after December 31, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; in each case2006, with respect to Employees except as would not have an HealthAxis Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from any class of stock of the wages, salaries, and other payments to Employees; (iii) Company that is not liable for any arrears “service recipient stock” (within the meaning of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practiceapplicable regulations under Section 409A). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary is pending orEach International Employee Plan has been established, to maintained and administered in material compliance with its terms and conditions and with the knowledge of HealthAxis, threatened. Neither HealthAxis nor any of the HealthAxis Subsidiaries is involved in or, to the knowledge of HealthAxis, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are represented requirements prescribed by any labor organization and all statutory or unionregulatory Laws that are applicable to such International Employee Plan. No International Employee Plan is a defined benefit pension plan, nor have provides retiree welfare benefits or otherwise has any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Boardunfunded liabilities. (j) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or (ii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) of the HealthAxis Disclosure Letter. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.

Employee Matters and Benefit Plans. (a) With the exception of the Acquired Entities Employee Plans (as defined and addressed in Section 6.17(a4.9(a) above), Section 5.9(a) of the HealthAxis Disclosure Letter contains Schedules lists all material Plans, written or otherwise, as amended, modified or supplemented, sponsored by or contributed to by, CT or any of its Subsidiaries or any other Person (whether or not incorporated) which is an accurate and complete list ERISA Affiliate of each Employee Agreement and Employee Plan CT or any of HealthAxis (including for each its Subsidiaries, or in respect of which any such plan entity has any liability or has a description reasonably foreseeable risk of any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence liability in respect of any Business Employee (collectively, whether or not material, but without regard to Acquired Entity Employee Plans, the “CT Employee Plans”), and separately identifies those which contain provisions relating to any change of the transactions contemplated by this Agreement of the value control or potential change in control of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement)entity. Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates CT has any announced plan or commitment, whether legally binding or not, Made Available to establish any new Employee Plan or Employee Agreement, to modify any Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis has provided or made available to BPOMS correct and complete Purchaser copies of all material documents embodying or relating to each HealthAxis Employee Plan and Employee Agreement including: (i) each such CT Employee Plan (including a written summary of any CT Employee Plan that is not in writing), all amendments theretothereto and all related trust agreements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to liability insurance covering the fiduciaries for each CT Employee Plan, summary plan descriptions, summaries of material modifications, registration statements (including all attachments), prospectuses and communications distributed to employees, plan participants or their beneficiaries; (ii) with respect to any such CT Employee Plan and related trust which is intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, the most recent annual actuarial valuations, if any, prepared for each HealthAxis Employee Planfavorable determination or opinion letter from the IRS as to its qualified status under the Code; (iii) the three (3) most recent annual reports (Series on Form 5500 series, with accompanying schedules and all schedules thereto)attachments, if any, required under ERISA or the Code in connection filed with respect to each HealthAxis CT Employee Plan or related trustrequired to make such a filing; (iv) if the HealthAxis Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together any reports which have been filed with the most recent summary of material modifications, if any, required under ERISA DOL or the IRS within the last six (6) years with respect to each HealthAxis CT Employee Plan; (vi) all IRS determination letters and rulings relating Plan required to HealthAxis Employee Plans and copies of all applications and correspondence to or from the IRS or DOL with respect to any HealthAxis Employee Planmake such filing; and (viiv) all communications material to any Employee or Employees relating to any HealthAxis Employee Plan correspondence between the IRS and/or the DOL and any proposed HealthAxis Employee PlansCT, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis or any HealthAxis Subsidiaryits Subsidiaries and/or ERISA Affiliates. (ib) Except as set forth All CT Employee Plans have been established, administered, operated, and maintained substantially in Section 6.l7(c) accordance with their terms (except that in any case in which any CT Employee Plan is currently required to comply with a provision of ERISA or of the HealthAxis Disclosure LetterCode, HealthAxis and each of the HealthAxis Subsidiaries and Affiliates has performed in all material respects all obligations but is not yet required to be performed by them under each HealthAxis Employee Planamended to reflect such provision, and each HealthAxis Employee Plan it has been established maintained, operated and maintained in all material respects administered in accordance with its terms such provision) and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA for which no class or statutory exemption is available, has occurred with respect to any HealthAxis Employee Plan; (iii) there are no material actions, suits or claims pending or, to the knowledge of HealthAxis, threatened or anticipated (other than routine claims for benefits) against any HealthAxis Employee Plan or against the assets of any HealthAxis Employee Plan; (iv) such HealthAxis Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to HealthAxis or any of the HealthAxis Subsidiaries or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of HealthAxis, threatened by the IRS or DOL with respect to any HealthAxis Employee Plan; (vi) neither HealthAxis nor any of the HealthAxis Subsidiaries is subject to any penalty or tax with respect to any HealthAxis Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis or any Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date. (d) Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis or any of the HealthAxis Subsidiaries or Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f) of the HealthAxis Disclosure Letter or as required by local, state or federal law, no Employee Plan or any Employment Agreement to which HealthAxis is a party provides, or is required to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis and each of the HealthAxis Subsidiaries has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis Employee, except as set forth in Section 6.17(g) of the HealthAxis Disclosure Letter. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letter, HealthAxis and each of the HealthAxis Subsidiaries (i) is operated in compliance in all respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; in each case, with respect to Employees except as would not have an HealthAxis Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salariesLaws, and may by their terms be amended and/or terminated at any time without the consent of any other payments Person subject to Employees; (iii) is not liable for any arrears applicable Laws and the terms of wages each CT Employee Plan. There are no pending audits or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to investigations by any governmental or administrative authorityagency involving any CT Employee Plan, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis or any HealthAxis Subsidiary is no pending or, to the knowledge Knowledge of HealthAxisCT, threatened. Neither HealthAxis nor any threatened claims (except for individual claims for benefits payable in the normal operation of the HealthAxis Subsidiaries is involved in orCT Employee Plans), suits or proceedings involving any CT Employee Plan or asserting any rights or claims to benefits under any CT Employee Plan, nor, to the knowledge Knowledge of HealthAxisCT, threatened with, are there any labor dispute, grievance, administrative proceeding or litigation relating facts which could reasonably give rise to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or material liability in the aggregateevent of any such audit, have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which wouldinvestigation, individually claim, suit or in the aggregate, directly or indirectly have a HealthAxis Material Adverse Effect. Neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis Employees are represented by any labor organization or union, nor have any HealthAxis Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Boardproceeding. (j) There are no (i) bonus or severance payments that could be payable to Employees of HealthAxis under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or (ii) severance obligations that could be payable to Employees of HealthAxis under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) of the HealthAxis Disclosure Letter. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.

Employee Matters and Benefit Plans. (a) Section 6.17(a5.17(a) of the HealthAxis NGRU Disclosure Letter contains an accurate and complete list of each Employee Agreement and NGRU Employee Plan of HealthAxis (including for each such plan a description of any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement)) and each Employee Agreement of NGRU. Except as set forth in Section 6.17(a5.17(a) of the HealthAxis NGRU Disclosure Letter, neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries or Affiliates has any announced plan or commitment, whether legally binding or not, to establish any new Employee Plan or Employee Agreement, to modify any Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing. (b) HealthAxis NGRU has provided or made available to BPOMS correct and complete copies of all material documents embodying or relating to each HealthAxis NGRU Employee Plan and Employee Agreement including: (i) all amendments theretothereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis NGRU Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis NGRU Employee Plan or related trust; (iv) if the HealthAxis NGRU Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each HealthAxis NGRU Employee Plan; (vi) all IRS determination letters and rulings relating to HealthAxis NGRU Employee Plans and copies of all applications and correspondence to or from the IRS or DOL with respect to any HealthAxis NGRU Employee Plan; and (vii) all communications material to any Employee or Employees relating to any HealthAxis NGRU Employee Plan and any proposed HealthAxis NGRU Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to HealthAxis NGRU or any HealthAxis NGRU Subsidiary. (c) (i) Except as set forth in Section 6.l7(c5.17(c) of the HealthAxis NGRU Disclosure Letter, HealthAxis NGRU and each of the HealthAxis NGRU Subsidiaries and Affiliates has performed in all material respects all obligations required to be performed by them under each HealthAxis NGRU Employee Plan, and each HealthAxis NGRU Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no “"prohibited transaction,” " within the meaning of Section 4975 of the Code or Section 406 of ERISA for which no class or statutory exemption is available, has occurred with respect to any HealthAxis NGRU Employee Plan; (iii) there are no material actions, suits or claims pending or, to the knowledge of HealthAxisNGRU, threatened or anticipated (other than routine claims for benefits) against any HealthAxis NGRU Employee Plan or against the assets of any HealthAxis NGRU Employee Plan; (iv) such HealthAxis NGRU Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to HealthAxis NGRU or any of the HealthAxis NGRU Subsidiaries or any of its Affiliates (other than ordinary administration expenses typically incurred in a termination event); (v) there are no audits, inquiries or proceedings pending or, to the knowledge of HealthAxisNGRU, threatened by the IRS or DOL with respect to any HealthAxis NGRU Employee Plan; (vi) neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries is subject to any penalty or tax with respect to any HealthAxis NGRU Employee Plan under Section 402(i) of ERISA or Section 4975 through 4980 of the Code; and (vii) all contributions, including any top heavy contributions, required to be made prior to the Closing by HealthAxis NGRU or any ERISA Affiliate to any Employee Plan have been made or shall be made on or before the Closing Date. (d) Neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries or Affiliates currently maintain, sponsor, participate in or contribute to, nor have they ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. (e) At no time has HealthAxis NGRU or any of the HealthAxis NGRU Subsidiaries or Affiliates contributed to or been requested or obligated to contribute to any Multiemployer Plan. (f) Except as set forth in Section 6.17(f5.17(f) of the HealthAxis NGRU Disclosure Letter or as required by local, state or federal law, no Employee Plan or any other Employment Agreement to which HealthAxis NGRU is a party provides, or is required to provide, life insurance, medical or other employee benefits to any Employee upon his or her retirement or termination of employment for any reason, and HealthAxis NGRU and each of the HealthAxis NGRU Subsidiaries has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) that such Employee(s) would be provided with life insurance, medical or other employee welfare benefits upon their retirement or termination of employment. (g) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any HealthAxis NGRU Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance payor pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any HealthAxis NGRU Employee, except as set forth in Section 6.17(gSchedule 5.17(g) of the HealthAxis NGRU Disclosure Letter. (h) Except as set forth in Section 6.17(h) of the HealthAxis Disclosure Letter, HealthAxis NGRU and each of the HealthAxis NGRU Subsidiaries (i) is in compliance in all respects with all applicable foreign, federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment and wages and hours; , in each case, with respect to Employees except as would not have an HealthAxis NGRU Material Adverse Effect; (ii) has withheld all amounts required by law or by agreement to be withheld from the wages, salaries, and other payments to Employees; (iii) is not liable for any arrears of wages or of any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for Employees (other than routine payments to be made in the normal course of business and consistent with past practice). (i) No work stoppage or labor strike against HealthAxis NGRU or any HealthAxis NGRU Subsidiary is pending or, to the knowledge of HealthAxisNGRU, threatened. Neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries is involved in or, to the knowledge of HealthAxisNGRU, threatened with, any labor dispute, grievance, administrative proceeding or litigation relating to labor, safety, employment practices or discrimination matters involving any Employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, have a HealthAxis NGRU Material Adverse Effect. Neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries has engaged in any unfair labor practices within the meaning of the National Labor Relations Act which would, individually or in the aggregate, directly or indirectly have a HealthAxis NGRU Material Adverse Effect. Neither HealthAxis NGRU nor any of the HealthAxis NGRU Subsidiaries or Affiliates has ever been a party to any agreement with any labor organization or union, and none of the HealthAxis NGRU Employees are represented by any labor organization or union, nor have any HealthAxis NGRU Employees threatened to organize or join a union or filed a petition for representation with the National Labor Relations Board. (j) There are no Section 5.17(j) of the NGRU Disclosure Letter sets forth (i) the aggregate amounts of bonus or and severance payments that could be payable to Employees of HealthAxis NGRU under existing Employee Agreements or Employee Plans on account of the transactions contemplated by this Agreement (without regard to termination of employment), or and (ii) the aggregate amounts of severance obligations that could be payable to Employees of HealthAxis NGRU under existing Employee Agreements and Employee Plans on account of terminations of employment following the Effective Time, except as disclosed in Schedule 6.17(j) separately stating the amounts that are payable by reason of the HealthAxis Disclosure Lettera termination following a change of control of NGRU. (k) The employment agreements contemplated by Section 8.1(d) of this Agreement and the addition to shares of the 2005 Stock Incentive Plan (or a new plan) contemplated by Section 2.2(a)(viii) of this Agreement shall in all respects be excepted from the representations set forth in this Section 6.17.