Common use of Employee Matters; Benefit Plans; ERISA Clause in Contracts

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a), BCG has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG and, to the knowledge of BCG, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCG. (b) Except as may be disclosed in Schedule 4.12(b): (i) BCG is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG is not engaged in any unfit labor practices; (ii) There is no material unfair labor practice complaint against BCG pending or, to the knowledge of BCG, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCG, threatened against or directly relating to BCG; and (iv) BCG has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(c), BCG is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d) contains a correct and complete list of all Benefit Plans maintained by BCG or to which BCG or any ERISA Affiliate (as defined below) contributes. BCG has delivered or made available to Parent, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“IRS”) determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG for purposes of BCG’s federal income taxes, and BCG has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCG’s knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCG’s knowledge, no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCG’s knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG nor any “party in interest” (as defined in section 3(14) of ERISA) or “disqualified person” (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “reportable event” (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p), BCG is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a4.11(a), BCG DCG has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG DCG and, to the knowledge of BCGDCG, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGDCG. (b) Except as may be disclosed in Schedule 4.12(b4.11(b): (i) BCG DCG is and has been in material compliance with all 21 applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG DCG is not engaged in any unfit unfair labor practices; (ii) There is no material unfair labor practice complaint against BCG DCG pending or, to the knowledge of BCGDCG, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGDCG, threatened against or directly relating to BCGDCG; and (iv) BCG DCG has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(c4.11(c), BCG DCG is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d4.11(d) contains a correct and complete list of all Benefit Plans maintained by BCG DCG or to which BCG DCG or any ERISA Affiliate (as defined below) contributes. BCG DCG has delivered or made available to Parent, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“"IRS”") determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG DCG nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG DCG nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG DCG nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG DCG has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG DCG will pay such contributions to the Benefit Plans for 22 the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG DCG for purposes of BCG’s DCG's federal income taxes, and BCG DCG has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCG’s DCG's knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCG’s DCG's knowledge, no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCG’s DCG's knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG DCG nor any “"party in interest” " (as defined in section 3(14) of ERISA) or “"disqualified person” " (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “"prohibited transaction” " (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “"reportable event” " (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “"HIPAA”") imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG DCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s 's termination of employment. (o) Prior to the Closing Date, BCG DCG will not establish any new Benefit Plan for the employees of BCGDCG, except with the written consent of Parent, nor will BCG DCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p4.11(p), BCG DCG is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a4.11(a), BCG PDI has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG PDI and, to the knowledge of BCGPDI, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGPDI. (b) Except as may be disclosed in Schedule 4.12(b4.11(b): (i) BCG PDI is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG PDI is not engaged in any unfit labor practices; (ii) There is no material unfair labor practice complaint against BCG PDI pending or, to the knowledge of BCGPDI, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGPDI, threatened against or directly relating to BCGPDI; and (iv) BCG PDI has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(c4.11(c), BCG PDI is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d4.11(d) contains a correct and complete list of all Benefit Plans maintained by BCG PDI or to which BCG PDI or any ERISA Affiliate (as defined below) contributes. BCG PDI has delivered or made available to Parent, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“"IRS”") determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG PDI nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG PDI nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG PDI nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG PDI has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG PDI will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG PDI for purposes of BCG’s PDI's federal income taxes, and BCG PDI has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCG’s PDI's knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCG’s PDI's knowledge, no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCG’s PDI's knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG PDI nor any “"party in interest” " (as defined in section 3(14) of ERISA) or “"disqualified person” " (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “"prohibited transaction” " (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “"reportable event” " (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p), BCG is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(aon SCHEDULE 4.12(A), BCG BBT has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG BBT and, to the knowledge of BCGBBT, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGBBT. (b) Except as may be disclosed in Schedule 4.12(bon SCHEDULE 4.12(B): (i) BCG BBT is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG BBT is not engaged in any unfit labor practices; (ii) There is no material unfair labor practice complaint against BCG BBT pending or, to the knowledge of BCGBBT, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGBBT, threatened against or directly relating to BCGBBT; and (iv) BCG BBT has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(cSCHEDULE 4.12(C), BCG BBT is not a party to any agreement for the employment, retention or engagement or with respect to the severance of any officer, employee, agent, advisor agent or consultant. (d) Schedule 4.12(d. SCHEDULE 4.12(C) contains a correct and complete list description of all compensation plans and arrangements; bonus and incentive plans and arrangements; deferred compensation plans and arrangements; stock purchase and stock option plans and arrangements; hospitalization and other life, health or disability insurance or reimbursement programs; holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount policies and arrangements, policy manuals and any other plans or arrangements providing for benefits for employees of BBT. (d) Except as set forth on SCHEDULE 4.12(D), BBT does not maintain, contribute to or participate in any Benefit Plans maintained by BCG Plan whether as sponsor, adopting employer or to which BCG otherwise. (e) BBT does not participate in, nor have they in the past three (3) years participated in, nor do they have any present or future obligation or liability under, any ERISA Affiliate multi-employer plan (as defined belowat Section 3(37) contributesof ERISA). (f) All Benefit Plans have in all material respects been operated, administered and maintained in accordance with the terms thereof and in compliance with the requirements of all applicable laws, including, without limitation, ERISA and the Code. (g) All contributions to, and payments from, the Benefit Plans which may have been required to be made in accordance with the Benefit Plans and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made. BCG has delivered or made available All such contributions to Parent, with respect to the Benefit Plans and all such payments under the Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all except those to be made from a trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“IRS”) determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG nor , for any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto period ending before the Closing Date that are not yet, but will be, required to be made, are properly accrued and reflected on the respective Financial Statements. No Benefit Plan has applied for all periods through and including the close or received a waiver of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG for purposes of BCG’s federal income taxes, and BCG has no actual or potential liability for the 10 percent tax minimum finding standards imposed by section 4972 Section 412 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices returns and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (ji) Each All of the Benefit Plans which are “pension benefit plans” (as defined in Section 3(2) of ERISA) have received determination letters from the IRS to the effect that such plans are qualified, and each trust maintained in connection with such plan is exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; and no determination letter with respect to any Benefit Plan required to be listed on Schedule 4.12(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCGBBT’s knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. . (j) Each trust maintained under of the Benefit Plans has been administered at all times, and in all material respects, in accordance with its terms except that in any such case in which any Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 currently required to comply with a provision of ERISA or the Code. (k) Each Benefit Plan , but is not yet required to be listed on Schedule 4.12(d) compliesamended to reflect such provision, it has been administered in both form and operation, accordance with the applicable requirements of ERISA, the Code and other applicable lawsuch provision. There are no pending investigations by any governmental agency involving such the Benefit Plans, no termination proceedings involving the Benefit Plans, and, and to BCGBBT’s knowledge, no threatened or pending claims (except for routine claims for benefitsbenefits payable in the normal operation of the Benefit Plans), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCGBBT’s knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (lk) Neither BCG nor any “party in interest” (as defined in section 3(14) of ERISA) or “disqualified person” (as defined in section 4975(e)(2) None of the Code) with respect Benefit Plans, BBT, any employee of BBT or, to BBT’s knowledge, any Benefit Plan trusts created thereunder, or any trustee, administrator or other fiduciary thereof, has engaged in a “prohibited transaction” (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, could subject any of them to the tax or regulatory exemption is not availablepenalty on prohibited transactions imposed by such Section 4975 of the Code or the sanctions imposed under Title I of ERISA. No Neither the Benefit Plan Plans nor any such trust has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has nor have there been (or will be as a result of the transactions contemplated hereby) subject to a any “reportable eventevents” (as defined in section 4043 Section 4041 of ERISAERISA and the regulations thereunder) with respect to either thereof. (l) No Benefit Plan subject to Title IV of ERISA has incurred any liability to the Pension Benefit Guaranty Company other than for the payment of premiums, all of which have been paid when due. Each Benefit Plan subject to Title IV of ERISA has assets sufficient on a plan termination basis to be eligible on the Closing Date for a standard termination pursuant to ERISA Section 4041 without BBT being required to make any additional contributions. Each Benefit Plan subject to Title IV of ERISA has assets equal to or greater than such Benefit Plan’s project benefit obligations as disclosed in such Benefit Plan’s most recent actuarial report. All unaudited liabilities of each Benefit Plan not subject to any event requiring disclosure under section 4062(e) Title IV or 4063(a) of ERISAERISA have been accrued or expenses in accordance with GAAP. (m) BCG The latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective IRS private rulings or determination letters obtained by or for the benefit of BBT and all current and prior summary plan descriptions in respect to any of the Benefit Plans are listed on SCHEDULE 4.12(M). (n) BBT is in full compliance with the coverage continuation coverage requirements of the Consolidated Omnibus Budget Budget, Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(pSCHEDULE 4.12(O), BCG BBT is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(aon SCHEDULE 4.12(A), BCG BBT has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG BBT and, to the knowledge of BCGBBT, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGBBT. (b) Except as may be disclosed in Schedule 4.12(bon SCHEDULE 4.12(B): (i) BCG BBT is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG BBT is not engaged in any unfit labor practices; (ii) There is no material unfair labor practice complaint against BCG BBT pending or, to the knowledge of BCGBBT, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGBBT, threatened against or directly relating to BCGBBT; and (iv) BCG BBT has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(cSCHEDULE 4.12(C), BCG BBT is not a party to any agreement for the employment, retention or engagement or with respect to the severance of any officer, employee, agent, advisor agent or consultant. (d) Schedule 4.12(d. SCHEDULE 4.12(C) contains a correct and complete list description of all compensation plans and arrangements; bonus and incentive plans and arrangements; deferred compensation plans and arrangements; stock purchase and stock option plans and arrangements; hospitalization and other life, health or disability insurance or reimbursement programs; holiday, sick leave, severance, vacation, tuition reimbursement, personal loan and product purchase discount policies and arrangements, policy manuals and any other plans or arrangements providing for benefits for employees of BBT. (d) Except as set forth on SCHEDULE 4.12(D), BBT does not maintain, contribute to or participate in any Benefit Plans maintained by BCG Plan whether as sponsor, adopting employer or to which BCG otherwise. (e) BBT does not participate in, nor have they in the past three (3) years participated in, nor do they have any present or future obligation or liability under, any ERISA Affiliate multi-employer plan (as defined belowat Section 3(37) contributesof ERISA). (f) All Benefit Plans have in all material respects been operated, administered and maintained in accordance with the terms thereof and in compliance with the requirements of all applicable laws, including, without limitation, ERISA and the Code. (g) All contributions to, and payments from, the Benefit Plans which may have been required to be made in accordance with the Benefit Plans and, when applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made. BCG has delivered or made available All such contributions to Parent, with respect to the Benefit Plans and all such payments under the Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all except those to be made from a trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“IRS”) determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG nor , for any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto period ending before the Closing Date that are not yet, but will be, required to be made, are properly accrued and reflected on the respective Financial Statements. No Benefit Plan has applied for all periods through and including the close or received a waiver of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG for purposes of BCG’s federal income taxes, and BCG has no actual or potential liability for the 10 percent tax minimum finding standards imposed by section 4972 Section 412 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices returns and similar documents with \ respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (ji) Each All of the Benefit Plans which are "pension benefit plans" (as defined in Section 3(2) of ERISA) have received determination letters from the IRS to the effect that such plans are qualified, and each trust maintained in connection with such plan is exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code; and no determination letter with respect to any Benefit Plan required to be listed on Schedule 4.12(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCG’s BBT's knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. . (j) Each trust maintained under of the Benefit Plans has been administered at all times, and in all material respects, in accordance with its terms except that in any such case in which any Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 currently required to comply with a provision of ERISA or the Code. (k) Each Benefit Plan , but is not yet required to be listed on Schedule 4.12(d) compliesamended to reflect such provision, it has been administered in both form and operation, accordance with the applicable requirements of ERISA, the Code and other applicable lawsuch provision. There are no pending investigations by any governmental agency involving such the Benefit Plans, no termination proceedings involving the Benefit Plans, and, and to BCG’s BBT's knowledge, no threatened or pending claims (except for routine claims for benefitsbenefits payable in the normal operation of the Benefit Plans), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCG’s BBT's knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (lk) Neither BCG nor any “party in interest” (as defined in section 3(14) of ERISA) or “disqualified person” (as defined in section 4975(e)(2) None of the Code) with respect Benefit Plans, BBT, any employee of BBT or, to BBT's knowledge, any Benefit Plan trusts created thereunder, or any trustee, administrator or other fiduciary thereof, has engaged in a “"prohibited transaction” " (as such term is defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, could subject any of them to the tax or regulatory exemption is not availablepenalty on prohibited transactions imposed by such Section 4975 of the Code or the sanctions imposed under Title I of ERISA. No Neither the Benefit Plan Plans nor any such trust has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has nor have there been (or will be as a result of the transactions contemplated hereby) subject to a “any "reportable event” events" (as defined in section 4043 Section 4041 of ERISAERISA and the regulations thereunder) with respect to either thereof. (l) No Benefit Plan subject to Title IV of ERISA has incurred any liability to the Pension Benefit Guaranty Company other than for the payment of premiums, all of which have been paid when due. Each Benefit Plan subject to Title IV of ERISA has assets sufficient on a plan termination basis to be eligible on the Closing Date for a standard termination pursuant to ERISA Section 4041 without BBT being required to make any additional contributions. Each Benefit Plan subject to Title IV of ERISA has assets equal to or greater than such Benefit Plan's project benefit obligations as disclosed in such Benefit Plan's most recent actuarial report. All unaudited liabilities of each Benefit Plan not subject to any event requiring disclosure under section 4062(e) Title IV or 4063(a) of ERISAERISA have been accrued or expenses in accordance with GAAP. (m) BCG The latest reports or forms, if any, filed with the Department of Labor and Pension Benefit Guaranty Corporation under ERISA, any current financial or actuarial reports and any currently effective IRS private rulings or determination letters obtained by or for the benefit of BBT and all current and prior summary plan descriptions in respect to any of the Benefit Plans are listed on SCHEDULE 4.12(M). (n) BBT is in full compliance with the coverage continuation coverage requirements of the Consolidated Omnibus Budget Budget, Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(pSCHEDULE 4.12(O), BCG BBT is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a4.11(a), BCG Whitbread has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG Whitbread and, to the knowledge of BCGWhitbread, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGWhitbread. (b) Except as may be disclosed in Schedule 4.12(b4.11(b): (i) BCG Whitbread is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG Whitbread is not engaged in any unfit unfair labor practices; (ii) There is no material unfair labor practice complaint against BCG Whitbread pending or, to the knowledge of BCGWhitbread, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGWhitbread, threatened against or directly relating to BCGWhitbread; and (iv) BCG Whitbread has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except Other than Whitbread's standard offer letter, a copy of which has been furnished to the Buyer, and except as described and attached to Schedule 4.12(c4.11(c), BCG Whitbread is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d4.11(d) contains a correct and complete list of all Benefit Plans maintained by BCG Whitbread or to which BCG Whitbread or any ERISA Affiliate (as defined below) contributes. BCG Whitbread has delivered or made available to Parentthe Buyer, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“"IRS”") determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG Whitbread nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- multi-employer plan (as defined in Section 3(37) of ERISA), and neither BCG Whitbread nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG Whitbread nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG Whitbread has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG Whitbread will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG Whitbread for purposes of BCG’s Whitbread's federal income taxes, and BCG Whitbread has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCG’s Whitbread's knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no termination proceedings involving the Benefit Plans and, to Whitbread's knowledge, no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCG’s knowledge, Plans and no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCG’s Whitbread's knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG Whitbread nor any “"party in interest” " (as defined in section 3(14) of ERISA) or “"disqualified person” " (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “"prohibited transaction” " (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “"reportable event” " (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p), BCG is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a4.11(a), BCG DBA Group has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG DBA Group and, to the knowledge of BCGDBA Group, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGDBA Group. (b) Except as may be disclosed in Schedule 4.12(b4.11(b): (i) BCG DBA Group is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG DBA Group is not engaged in any unfit unfair labor practices; (ii) There is no material unfair labor practice complaint against BCG DBA Group pending or, to the knowledge of BCGDBA Group, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGDBA Group, threatened against or directly relating to BCGDBA Group; and (iv) BCG DBA Group has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(c4.11(c), BCG DBA Group is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d4.11(d) contains a correct and complete list of all Benefit Plans maintained by BCG DBA Group or to which BCG DBA Group or any ERISA Affiliate (as defined below) contributes. BCG DBA Group has delivered or made available to ParentMerger Sub, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“IRS”) determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG DBA Group nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- multi-employer plan (as defined in Section 3(37) of ERISA), and neither BCG DBA Group nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG DBA Group nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG DBA Group has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG DBA Group will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG DBA Group for purposes of BCGDBA Group’s federal income taxes, and BCG DBA Group has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCGDBA Group’s knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCGDBA Group’s knowledge, no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCGDBA Group’s knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG DBA Group nor any “party in interest” (as defined in section 3(14) of ERISA) or “disqualified person” (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “reportable event” (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG DBA Group is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG DBA Group does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG will not establish any new Benefit Plan for the employees of BCG, except with the written consent of Parent, nor will BCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p4.11(o), BCG DBA Group is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, Agreement and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000)Related Agreements, or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement and the Related Agreements or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this AgreementAgreement and the Related Agreements.

Employee Matters; Benefit Plans; ERISA. (a) Except as may be disclosed in Schedule 4.12(a4.11(a), BCG DCG has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of BCG DCG and, to the knowledge of BCGDCG, there is no present effort nor existing proposal to attempt to unionize any group of employees of BCGDCG. (b) Except as may be disclosed in Schedule 4.12(b4.11(b): (i) BCG DCG is and has been in material compliance with all applicable laws relating to employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and BCG DCG is not engaged in any unfit unfair labor practices; (ii) There is no material unfair labor practice complaint against BCG DCG pending or, to the knowledge of BCGDCG, threatened before the National Labor Relations Board; (iii) There is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of BCGDCG, threatened against or directly relating to BCGDCG; and (iv) BCG DCG has not experienced any material work stoppage or other material labor difficulty during the past year. (c) Except as described and attached to Schedule 4.12(c4.11(c), BCG DCG is not a party to any agreement for the employment, retention or engagement or severance of any officer, employee, agent, advisor or consultant. (d) Schedule 4.12(d4.11(d) contains a correct and complete list of all Benefit Plans maintained by BCG DCG or to which BCG DCG or any ERISA Affiliate (as defined below) contributes. BCG DCG has delivered or made available to Parent, with respect to all such Benefit Plans, complete and correct copies of the following: all plan documents, handbooks, manuals, collective bargaining agreements and similar documents governing employment policies, practices and procedures; the most recent summary plan descriptions and any subsequent summaries of material modifications and all other material employee communications discussing any employee benefit; Forms series 5500 as filed with the IRS for the three most recent plan years (including all attachments thereto); the most recent report of the enrolled actuary for any plans requiring actuarial valuation; all trust agreements with respect to the Benefit Plans; plan contracts with service providers or insurers providing benefits for participants or liability insurance for fiduciaries and other parties in interest or bonding; the most recent annual audit and accounting of plan assets for all funded plans; and the most recent Internal Revenue Service (“IRS”) determination letter or opinion letter for all plans qualified under Section 401(a) of the Code. (e) Neither BCG DCG nor any ERISA Affiliate participates in or maintains or has ever maintained or been obligated to contribute to a multi- employer plan (as defined in Section 3(37) of ERISA), and neither BCG DCG nor any ERISA Affiliate has withdrawal liability with respect to any multi-employer plan. (f) Neither BCG DCG nor any ERISA Affiliate maintains or has ever maintained or been obligated to contribute to an employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA. (g) BCG DCG has made full payment of all amounts it is required, under applicable law or the terms of each Benefit Plan, to have contributed thereto before the Closing Date for all periods through and including the close of the last plan year ending prior to the Closing Date, or proper accruals for such contributions have been made and are reflected on its balance sheet and books and records. BCG DCG will pay such contributions to the Benefit Plans for the current plan year prior to the Closing Date, or, if any such contributions will not be due prior to the Closing Date, has made adequate provision for reserves therefor. All such contributions are fully deductible by BCG DCG for purposes of BCGDCG’s federal income taxes, and BCG DCG has no actual or potential liability for the 10 percent tax imposed by section 4972 of the Code. (h) All Taxes, penalties, interest charges and other financial obligations to federal, state and local governments and to participants or beneficiaries under the Benefit Plans with respect to any period ending on or before the Closing Date have been or will be met in full on or before the Closing Date. (i) All reports, returns, notices and similar documents with respect to the Benefit Plans required to be filed with any governmental agency or distributed to any Benefit Plan participant or beneficiary have been duly and timely filed or distributed. (j) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) that is intended to be qualified under Section 401 of the Code is (and from its establishment has been) the subject of a favorable determination letter or opinion letter issued by the IRS, and no such determination letter or opinion letter has been revoked nor, to BCGDCG’s knowledge, has revocation been threatened, nor has any Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost, and no Benefit Plan has been amended in a manner that would require security to be provided in accordance with Section 401(a)(29) of the Code. Each trust maintained under any such Benefit Plan is (and from its establishment has been) exempt from federal income tax under Section 501 of the Code. (k) Each Benefit Plan required to be listed on Schedule 4.12(d4.11(d) complies, in both form and operation, with the applicable requirements of ERISA, the Code and other applicable law. There are no pending investigations by any governmental agency involving such Benefit Plans, no termination proceedings involving the Benefit Plans, and, to BCGDCG’s knowledge, no threatened or pending claims (except for routine claims for benefits), suits or proceedings against any Benefit Plan or asserting any rights or claims to benefits under any Benefit Plan which could give rise to any liability nor, to BCGDCG’s knowledge, are there any facts which could give rise to any liability in the event of any such investigation, claim, suit or proceeding. (l) Neither BCG DCG nor any “party in interest” (as defined in section 3(14) of ERISA) or “disqualified person” (as defined in section 4975(e)(2) of the Code) with respect to any Benefit Plan has engaged in a “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory, administrative, or regulatory exemption is not available. No Benefit Plan has been (or will be as a result of the transactions contemplated hereby) completely or partially terminated or has been (or will be as a result of the transactions contemplated hereby) subject to a “reportable event” (as defined in section 4043 of ERISA) or to any event requiring disclosure under section 4062(e) or 4063(a) of ERISA. (m) BCG DCG is in full compliance with the continuation coverage requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the health insurance obligations (sometimes referred to as “HIPAA”) imposed by section 9801 of the Code and Part 7 of Subtitle B of Title I of ERISA. (n) Other than the group health plan continuation coverage requirements required by applicable law (as described in subsection (m) above), the cost of which is fully paid by the former employee or his or her dependent, BCG DCG does not maintain retiree life or retiree health plans providing for continuing coverage for any employee or any beneficiary of an employee after the employee’s termination of employment. (o) Prior to the Closing Date, BCG DCG will not establish any new Benefit Plan for the employees of BCGDCG, except with the written consent of Parent, nor will BCG DCG amend or modify any existing Benefit Plan as to any benefit or in any other way, except with the written consent of Parent. (p) Except as set forth on Schedule 4.12(p4.11(p), BCG DCG is not a party to any oral or written agreement with any director, executive, officer or other key employee, the benefits of which are contingent or the terms of which are materially altered or permit termination, upon the occurrence of a transaction of the nature contemplated by this Agreement, and which provides for the payment of in excess of Fifty Thousand Dollars ($50,000), or agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement.