Common use of Employee Matters; ERISA Clause in Contracts

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plan.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," , as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ) other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatthat would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such as any of the following as, either individually or in the aggregate, have not had and aggregate would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist exists that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan," maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure ScheduleSchedule 2.10(c), the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries Subsidiary to amend or terminate any Plan.

Employee Matters; ERISA. Except as disclosed in the SCANA SEC Reports or Section 5.11 of the SCANA Disclosure Schedule: (a) All (i) "Each SCANA employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended plan (the "CodeSCANA Plans"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect that is intended to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employerqualified" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of has been determined by the Code is IRS within the subject of a favorable determination letter from the IRS, last three (3) years to be so qualified and, to the Company's Knowledgebest knowledge of SCANA, nothing no event or condition exists or has occurred which may that could reasonably be expected to result in the revocation of such determination. SCANA has operated each SCANA Plan in material compliance with all applicable laws, rules and final regulations governing such plans, including ERISA and the Code. (b) All material contributions required to have been made to the SCANA Plans prior to the date hereof have been made. As of the date hereof, each SCANA Plan which is subject to the funding requirements of Code Section 412 has assets that have a fair market value equal to or exceeding the present value of the accrued benefit obligations thereunder on a termination basis, based on the actuarial methods, tables and assumptions theretofore utilized by such plan's actuary in preparing such plan's most recently prepared actuarial valuation report. (c) SCANA has not incurred any material liability to the PBGC (other than liability for insurance premium payments payable thereto). (d) Except as set forth on in Section 3.10(c) 5.11 of the Company SCANA Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)no "Reportable Event," as defined in ERISA, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits has occurred with respect to any current or former employee or director of the Company SCANA Plans for which the 30-day notice requirement or any subsidiary of penalty has not been waived by the Company, or PBGC; (ii) result in there are no pending claims (other than routine claims for benefits or claims pursuant to domestic relations orders) or lawsuits which have been asserted or instituted against the triggering or imposition assets of any material restrictions or limitations on the right of the Company trusts under the Plans by present or former participants, their present or former spouses, their beneficiaries, the Department of Labor, the IRS or any other party; and (iii) SCANA has not engaged in any prohibited transactions with respect to any SCANA Plan, any or all of its Subsidiaries which could reasonably be expected to amend or terminate any Planhave a SCANA Material Adverse Effect.

Employee Matters; ERISA. (a) All (iSection 4.10(a) "of the PSNC Disclosure Schedule sets forth a true and complete list of each employee benefit plans," as defined in plan, arrangement or agreement, including, but not limited to, any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand each employment, severance, deferred compensation or similar agreement, that is maintained or contributed to by as of the Company or any date of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended this Agreement (the "CodePSNC Plans"), and the Company and its Subsidiaries do not have any liabilities ) by PSNC or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company PSNC would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) 4001 of ERISA, has incurred for the benefit of any unsatisfied liability under Title IV current or former employee, officer, director or independent contractor of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedPSNC. (b) Each Plan which is intended PSNC has heretofore delivered to be qualified under Section 401(a) SCANA true and complete copies of each of the Code is PSNC Plans and all related documents, including but not limited to (i) the subject actuarial report for such PSNC Plan (if applicable) for each of a favorable the last two years, (ii) the most recent determination letter from the IRS, and, to IRS (if applicable) for such PSNC Plan and (iii) the Company's Knowledge, nothing has occurred which may reasonably be expected to result in financial statements for the revocation of such determinationlast two completed years and the most recent quarter. (c) Except as set forth on in Section 3.10(c4.10(c) of the Company PSNC Disclosure Schedule, (i) each of the PSNC Plans has been operated and administered in all material respects with applicable law, including but not limited to ERISA and the Code, (ii) each of the PSNC Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received an advance determination letter from the IRS to such effect and PSNC knows of no event that could reasonably be expected to cause the disqualification of any such PSNC Plan , (iii) with respect to each PSNC Plan that is subject to Title IV of ERISA, the present value of such PSNC Plan's "accumulated benefit obligation," based upon the actuarial assumptions set forth in PSNC's Form 10-K for the fiscal year ended September 30, 1998, did not, as of its then latest valuation date, exceed the fair value of the assets of such PSNC Plan allocable to such obligation, (iv) no PSNC Plan provides welfare benefits (whether or not insured) with respect to current or former employees of PSNC beyond their retirement or other termination of service, other than coverage mandated by applicable law or benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA or Section 412 of the Code has been incurred (directly or indirectly) by PSNC or an ERISA Affiliate that has not been satisfied in full, (vi) no PSNC Plan is a "multiemployer pension plan," as such term is defined in Section 3(37) of ERISA, or a plan described in Section 4063 of ERISA, (vii) all contributions or other amounts payable by PSNC or any ERISA Affiliate as of the Effective Time with respect to each PSNC Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither PSNC nor an ERISA Affiliate has engaged in a transaction in connection with which PSNC, the PSNC Subsidiaries or any ERISA Affiliate would be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, anticipated or, to the best knowledge of PSNC, threatened claims (other than routine claims for benefits) by, on behalf of or against any of the PSNC Plans or any trusts related thereto or against any employee benefit plan formerly maintained by PSNC or the PSNC Subsidiaries. (d) Except as set forth in Section 4.10(d) of the PSNC Disclosure Schedule, neither the execution and delivery of, and performance of this Agreement nor the consummation of the transactions contemplated in, this Agreement hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect becoming due to any current or former employee or director of the Company or any subsidiary employee of the CompanyPSNC, or (ii) materially increase any benefits otherwise payable under any PSNC Plan, (iii) result in any acceleration of the triggering time of payment or imposition vesting of any benefits under any PSNC Plan to any material restrictions extent or limitations on (iv) result, separately or in the right aggregate, in an "excess parachute payment" within the meaning of Section 280G of the Company Code. (e) No amounts payable under any PSNC Plan or any other agreement or arrangement shall fail to be deductible for United States federal income tax purposes by virtue of its Subsidiaries to amend or terminate any PlanSection 162(m) of the Code.

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), bonus, deferred compensation, stock option, employment, severance, change in control or other than written agreement relating to employment, fringe benefits or perquisites for current or former employees of CNG or any "multiemployer plan," as defined in Section 3(37)(A) of ERISAits subsidiaries, maintained or contributed to by the Company CNG or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which subsidiaries at any time during the Company or any of its Subsidiaries may have any material liability seven-calendar year period immediately preceding the date hereof (collectively, the "CNG Employee Benefit Plans")) is listed in Section 5.8(a) of the CNG Disclosure Schedule. (b) With respect to the CNG Employee Benefit Plans, are individually and in compliance the aggregate, no event has occurred and, to the knowledge of CNG, there exists no condition or set of circumstances, in connection with all applicable provisions which CNG or any of ERISA and the Internal Revenue Code of 1986, as amended its subsidiaries could be subject to any liability that is reasonably likely to have a CNG Material Adverse Effect (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. (c) Each CNG Employee Benefit Plan has been administered in accordance with respect to any Plan, whether or not accrued, contingent or otherwiseits terms, except (a) for any failures to so administer any CNG Employee Benefit Plans as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a CNG Material Adverse Effect. Except , CNG, its subsidiaries and all the CNG Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements as they relate to the CNG Employee Benefit Plans, except for any failures to be in such of the following ascompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a CNG Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension . Each CNG Employee Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under within the meaning of Section 401(a) of the Code is the subject of has received a favorable determination letter from the IRS, IRS and, to the Company's Knowledgeknowledge of CNG, nothing no event has occurred and no condition exists which may could reasonably be expected to result in the revocation of any such determination. (cd) Except as set forth on Section 3.10(c) of the Company Disclosure Schedulefor all equity-based and other awards, the execution vesting and delivery ofexercisability of which will, and performance by their terms, be accelerated as a result of the transactions contemplated inhereunder, this Agreement no employee of CNG will not (either alone be entitled to any additional benefits or upon any acceleration of the occurrence time of payment or vesting of any additional or subsequent events) (i) constitute an event benefits under any CNG Employee Benefit Plan (or related trust), trust or loan that will or may as a result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plantransactions contemplated by this Agreement.

Employee Matters; ERISA. (a) All (i) "Set forth on ----------------------- Schedule 4.11 hereto is a true and complete list of all employee benefit plans," as defined in plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), all deferred compensation, bonus or other than any "multiemployer plan," as defined incentive compensation, stock options, restricted stock, stock purchase or other equity-based, severance or change in Section 3(37)(A) control, salary continuation, tuition assistance, disability, leave of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other absence plans, agreements policies or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code")agreements, and the Company and its Subsidiaries do not have any liabilities all employment, consulting, management or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits individual compensation agreements with respect to any current or former employee (other than employees in Telco's commercial sales division who are not otherwise executive officers of Telco) whose annual compensation exceeds $75,000, officer or director of the Company Telco or any subsidiary of its Subsidiaries, which in each case Telco or any of its Subsidiaries has any obligation or liability, contingent or otherwise (collectively, the Company, or "Telco Benefit Plans"). (iib) result in the triggering or imposition of any material restrictions or limitations on the right of the Company All contributions and other payments required to be made by Telco or any of its Subsidiaries to amend or terminate under any PlanTelco Benefit Plan (or to any person pursuant to the terms thereof) have been timely made, except for failures that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Telco. No Telco Benefit Plan is subject to Section 412 of the Code. (c) Each of the Telco Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service (the "IRS") to be so qualified, and, to Telco's knowledge, no circumstances exist that could reasonably be expected by Telco to result in the revocation of any such determination. Telco is in compliance with, and each of the Telco Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code, except for such non-compliance which individually or in the aggregate would not have a Material Adverse Effect on Telco.

Employee Matters; ERISA. Except as set forth on Schedule 3.11: (a) All (i) "Schedule 3.11 contains a true and complete list of all employee benefit plans," as defined plans covering present or former employees or directors of Qwest and of each of its Subsidiaries or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, or with respect to which Qwest or any of its Subsidiaries has, or has had, an obligation to contribute or any other liability, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation, bonus, stock option, restricted stock, incentive, profit sharing, retirement, savings, medical, health, life insurance, disability, sick leave, cafeteria or flexible spending, vacation, unemployment compensation, severance or change in control agreements, arrangements, programs, policies or plans and any other than any benefit arrangements or payroll practice (collectively, the "multiemployer plan," as defined in Section 3(37)(AQwest Benefit Plans"), whether funded or unfunded, insured or uninsured, written or unwritten. (b) of ERISA, maintained or contributed All contributions and other payments required to be made by the Company Qwest or any of its Subsidiaries and to or under any Qwest Benefit Plan (ii) other plans, agreements or arrangements relating to compensation or employee benefits any person pursuant to which the Company terms thereof) have been made or any the amount of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities such payment or obligations (other than liabilities and obligations for benefits payable contribution obligation has been reflected in the ordinary courseQwest Financial Statements. (c) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any Each of the SEC Reports filed prior Qwest Benefit Plans intended to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employerqualified" within the meaning of Section 414 401(a) of the Code or Section 4001(bhas been determined by the Internal Revenue Service (the "IRS") of ERISAto be so qualified, has incurred any unsatisfied liability under Title IV of ERISA and and, to Qwest's Knowledge, no conditions circumstances exist that could reasonably be expected by Qwest to present adversely affect such qualification. Qwest is in compliance in all material respects with, and each of the Qwest Benefit Plans complies in form with, and is and has been operated in all material respects in compliance with, all applicable Legal Requirements, including, without limitation, ERISA and the Code. No assets of Qwest or any of its Subsidiaries are subject to liens arising under ERISA or the Code on account of any Qwest Benefit Plan, neither Qwest nor any of its Subsidiaries has been required to provide any security under Sections 401(a)(29) or 412(f) of the Code, or under Section 307 of ERISA, and no event has occurred that could give rise to any such lien or a risk requirement to provide such security. (d) With respect to the Company Qwest Benefit Plans, individually and in the aggregate, no event has occurred and, to Qwest's Knowledge, there does not now exist any condition or set of circumstances, that could subject Qwest or any of its Subsidiaries to any material liability arising under the Code, ERISA Affiliate of incurring or any other applicable Legal Requirements (including, without limitation, any liability to any such liability (other than liability for premiums to plan or the Pension Benefit Guaranty Corporation arising (the "PBGC")), or under any indemnity agreement to which Qwest or any of its Subsidiaries is a party, excluding liability for benefit claims and funding obligations payable in the ordinary course). No Qwest Benefit Plan subject to Title IV of ERISA has terminated, and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than nor has a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiencyreportable event" (within the meaning of Section 302 4043 of ERISA) occurred with respect to any such plan (other than such events with respect to which the reporting requirement has been waived by regulation). (e) None of the Qwest Benefit Plans that are "welfare plans" within the meaning of Section 3(1) of ERISA (i) provide for any post-employment or retiree benefits other than continuation coverage required to be provided under Section 412 4980B of the Code, Part 6 of Title I of ERISA, or applicable state law, or (ii) whether has provided any disqualified benefit, within the meaning of Section 4976 of the Code, with respect to which an excise tax has been, or not waived. As could be, imposed. (f) Qwest has made available to any "multiemployer plan" maintained U S WEST a true and correct copy of each current or contributed last, in the case where there is no current, expired collective bargaining agreement to by the Company which Qwest or any of its Subsidiaries is a party or ERISA Affiliate under which Qwest or any of its Subsidiaries has obligations and copies of the Companyfollowing documents with respect to each Qwest Benefit Plan, neither the Company nor any ERISA Affiliate has any Knowledge where applicable; (ai) that all plan documents governing such plan is not in substantial compliance and the most recent summary plan description furnished to employees, (ii) the three (3) most recent annual reports filed with the applicable provisions of ERISA IRS, (Form 5500-series), including all schedules and attachments thereto, (iii) each related trust agreement or other funding arrangement (including all amendments to each such agreement), (iv) the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 most recent determination of the CodeIRS with respect to the qualified status of such Qwest Benefit Plan, and any currently-pending application for such a letter, (v) whether the most recent actuarial report or not waivedvaluation, and (vi) written descriptions of unwritten Qwest Benefit Plans. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (cg) Except as set forth on Section 3.10(cSchedule 3.11 hereto as made available to U S WEST prior to the date hereof, (i) the consummation or announcement of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material (a) payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company becoming due from Qwest or any of its Subsidiaries to amend any officer, employee, former employee or terminate director thereof or to the trustee under any "rabbi trust" or similar arrangement, (b) benefit under any Qwest Benefit Plan being established or becoming accelerated, vested or payable, or (c) "reportable event" (as defined in Section 4043 of ERISA) with respect to a Qwest Benefit Plan subject to Title IV of ERISA, and (ii) neither Qwest nor any of its Subsidiaries is a party to (a) any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any current or former officer, director or employee (whether or not characterized as a plan for purposes of ERISA), (b) any consulting contract with any person who prior to entering into such contract was a director or officer of Qwest or any of its Subsidiaries, or (c) any plan, agreement, arrangement or understanding similar to any of the items described in clause (ii)(a) or (b) of this sentence. (h) The consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in the disqualification of any of the Qwest Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (i) Neither Qwest nor any of its Subsidiaries nor any of their directors, officers, employees or agents, nor any "party in interest" or "disqualified person", as such terms are defined in Section 3 of ERISA and Section 4975 of the Code, with respect to any Qwest Benefit Plan, has engaged in or been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which is not otherwise exempt, which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code upon Qwest or its Subsidiaries, or which could constitute a breach of fiduciary duty which could result in liability on the part of Qwest or any of its Subsidiaries. (j) No Qwest Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code or Part 3 of Title I of ERISA), whether or not waived. Neither Qwest nor any of its Subsidiaries has incurred, and none of such entities reasonably expects to incur, any material liability to the PBGC with respect to any Qwest Benefit Plan. Neither Qwest nor any of its Subsidiaries is a party to, contributes to, or is required to contribute to, and neither has incurred or reasonably expects to incur, any withdrawal liability with respect to, any "multiemployer plan" (as defined in Section 3(37) of ERISA). No Qwest Benefit Plan is a "multiple employer plan", within the meaning of the Code or ERISA.

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on NorthPoint, (i) "employee benefit plans," as defined each NorthPoint Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach NorthPoint Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no NorthPoint Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of NorthPoint or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company NorthPoint would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "NorthPoint ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by NorthPoint or any NorthPoint ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company NorthPoint or any NorthPoint ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from NorthPoint or any NorthPoint ERISA Affiliate with respect to each NorthPoint Plan have been paid in full, (vi) neither NorthPoint nor any NorthPoint ERISA Affiliate has engaged in a transaction in connection with which NorthPoint or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of NorthPoint, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any NorthPoint Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of NorthPoint or any of its Subsidiaries under any NorthPoint Plan or otherwise, (B) materially increase any benefits otherwise payable under any NorthPoint Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "NorthPoint Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA ERISA); each employment, termination or Section 412 of the Code) whether severance agreement; and each other employee benefit plan, fund, program, agreement or not waived. (b) Each Plan which arrangement, in each case, that is intended sponsored, maintained or contributed to or required to be qualified under Section 401(a) of contributed to by NorthPoint or by any NorthPoint ERISA Affiliate or to which NorthPoint or any NorthPoint ERISA Affiliate is party, whether written or oral, for the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence benefit of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current employee or former employee or director of the Company NorthPoint or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any PlanNorthPoint ERISA Affiliate.

Employee Matters; ERISA. (a) All (i) "Set forth on Discount's Disclosure Letter is a true and complete list of all material employee benefit plans," plans maintained or contributed to as defined of the date hereof by Discount or any of its Subsidiaries covering their employees or directors or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation bonuses, stock options, restricted stock plans, incentive compensation, severance or change in control agreements (collectively, the "Discount Benefit Plans"). (b) Except for contributions and other than any "multiemployer plan," as defined payments that would not, individually or in Section 3(37)(A) of ERISAthe aggregate, maintained or contributed have a Material Adverse Effect on Discount, all contributions and other payments required to be made by the Company Discount or any of its Subsidiaries and to or under any Discount Benefit Plan (ii) other plans, agreements or arrangements relating to compensation or employee benefits any person pursuant to which the Company terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Discount SEC Reports. (c) Each of the Discount Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") as to such qualified status. (d) Except as described in any of its Subsidiaries may have any material liability (collectivelythe Discount SEC Reports filed prior to the date of this Agreement, the "Plans"), all Discount Benefit Plans are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company Discount and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Discount Benefit Plan, whether or not accrued, contingent or otherwise, except (ai) as described in any of the Discount SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors Hi/Lo in Discount's Disclosure Letter and (bii) for instances of noncompliance non-compliance or liabilities or obligations thatthat would not individually or in the aggregate, have a Material Adverse Effect on Discount. (e) With respect to the Discount Benefit Plans, individually and in the aggregate, no event has occurred and, to Discount's knowledge, there does not now exist any condition or set of circumstances, that could subject Discount or any of its Subsidiaries to any material liability arising under ERISA or the Code (including, without limitation, any liability to any such plan or the PBGC), or under any indemnity agreement to which Discount or any of its Subsidiaries is a party, excluding (1) liability for benefit claims and funding obligations payable in the ordinary course and (2) liabilities that would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Effect on Hi/Lo. (f) Except such as disclosed in Discount's Disclosure Letter, none of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an Discount Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (cg) Except as set forth on Section 3.10(c) of the Company disclosed in Discount's Disclosure ScheduleLetter, the execution and delivery of, and performance consummation or announcement of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material (A) payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company becoming due from Discount or any of its Subsidiaries to amend any officer, employee, former employee or terminate director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (B) benefit under any Discount Benefit Plan being established or becoming accelerated, vested or payable. Except as disclosed in Discount's Disclosure Letter or as described in any of the Discount SEC Reports, neither Discount nor any of its Subsidiaries is a party to (A) any management, employment, deferred compensation, severance (including any payment, right or benefit resulting from a change in control), bonus or other contract for personal services with any current or former officer, director or employee (whether or not characterized as a plan for purposes of ERISA), (B) any material consulting contract with any person who prior to entering into such contract was a director or officer of Discount or any of its Subsidiaries, or (C) any plan, agreement, arrangement or understanding similar to any of the items described in clause (A) or (B) of this sentence. (h) The consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in the disqualification of any of the Discount Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (i) Neither Discount nor any of its Subsidiaries nor any of their directors, officers, employees or agents, nor any "party in interest" or "disqualified person," as such terms are defined in Section 3 of ERISA and Section 4975 of the Code has, with respect to any Discount Benefit Plan, engaged in or been a party to any "prohibited transaction," as such term is defined in Section 4975 of the Code or Section 406 of ERISA which is not otherwise exempt, which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code or which could constitute a breach of fiduciary duty, in each case applicable to Discount and which could result in a Material Adverse Effect on Discount. (j) No Discount Benefit Plan subject to Section 412 of the Code has incurred any now existing "accumulated funding deficiency" (as defined in ERISA), whether or not waived. Neither Discount nor any of its Subsidiaries has incurred, and none of such entities reasonably expects to incur, any material liability to the PBGC with respect to any Discount Benefit Plan. Neither Discount nor any of its Subsidiaries is a party to, and neither has incurred or reasonably expects to incur, any withdrawal liability with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) for which there is any outstanding liability. (k) Discount is in material compliance with the notice provisions and all other provisions of COBRA and the Health Insurance Portability and Accountability Act of 1996, except for instances of non-compliance that would not, individually or in the aggregate, have a Material Adverse Effect on Discount.

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, deferred compensation, stock option, employment, severance, change in control or other than written agreement relating to employment, fringe benefits or perquisites for current or former employees of DRI or any "multiemployer plan," as defined in Section 3(37)(A) of ERISAits subsidiaries, maintained or contributed to by the Company DRI or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which subsidiaries at any time during the Company or any of its Subsidiaries may have any material liability seven-calendar year period immediately preceding the date hereof (collectively, the "DRI Employee Benefit Plans")) is listed in Section 4.8(a) of the DRI Disclosure Schedule. (b) With respect to the DRI Employee Benefit Plans, are individually and in compliance the aggregate, no event has occurred and, there exists no condition or set of circumstances, in connection with all applicable provisions which DRI or any of ERISA and the Internal Revenue Code of 1986, as amended its subsidiaries could be subject to any liability that is reasonably likely to have a DRI Material Adverse Effect (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. (c) Each DRI Employee Benefit Plan has been administered in accordance with respect to any Plan, whether or not accrued, contingent or otherwiseits terms, except (a) for any failures to so administer any DRI Employee Benefit Plans as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect. Except DRI, its subsidiaries and all the DRI Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements as they relate to the DRI Employee Benefit Plans, except for any failures to be in such of the following ascompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension . Each DRI Employee Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under within the meaning of Section 401(a) of the Code is the subject of has received a favorable determination letter from the IRS, IRS and, to the Company's Knowledgeknowledge of DRI, nothing no event has occurred and no condition exists which may could reasonably be expected to result in the revocation of any such determination. (cd) Except as set forth on Section 3.10(c) of the Company Disclosure Schedulefor all equity-based and other awards, the execution vesting and delivery ofexercisability of which will, and performance by their terms, be accelerated as a result of the transactions contemplated inhereunder, this Agreement no employee of DRI will not (either alone be entitled to any additional benefits or upon any acceleration of the occurrence time of payment or vesting of any additional or subsequent events) (i) constitute an event benefits under any DRI Employee Benefit Plan (or related trust), trust or loan that will or may as a result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plantransactions contemplated by this Agreement.

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on GTE, (i) "employee benefit plans," as defined each GTE Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach GTE Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no GTE Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of GTE or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company GTE would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "GTE ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by GTE or any GTE ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company GTE or any GTE ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from GTE or any GTE ERISA Affiliate with respect to each GTE Plan have been paid in full, (vi) neither GTE nor any GTE ERISA Affiliate has engaged in a transaction in connection with which GTE or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of GTE there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any GTE Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of GTE or any of its Subsidiaries under any GTE Plan or otherwise, (B) materially increase any benefits otherwise payable under any GTE Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "GTE Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA ERISA); each employment, termination or Section 412 of the Code) whether severance agreement; and each other employee benefit plan, fund, program, agreement or not waived. (b) Each Plan which arrangement, in each case, that is intended sponsored, maintained or contributed to or required to be qualified under Section 401(a) of contributed to by GTE or by any GTE ERISA Affiliate or to which GTE or any GTE ERISA Affiliate is party, whether written or oral, for the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence benefit of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current employee or former employee or director of the Company GTE or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any PlanGTE ERISA Affiliate.

Employee Matters; ERISA. (a) All (i) "All contributions ----------------------- and other payments required to be made by EXCEL or any of its Subsidiaries to or under any employee benefit plans," as defined in plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, ERISA maintained or contributed to by the Company EXCEL or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "EXCEL Benefit Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended ) (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwiseperson pursuant to the terms thereof) have been timely made, except (a) as described in any of the SEC Reports filed prior for failures that would not reasonably be expected to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thathave, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect on EXCEL. Except such No EXCEL Benefit Plan is subject to Section 412 of the following as, individually or in Code. (ii) Each of the aggregate, have not had and would not reasonably EXCEL Benefit Plans intended to be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employerqualified" within the meaning of Section 414 401(a) of the Code or Section 4001(b) of ERISAhas been determined by the IRS to be so qualified, has incurred any unsatisfied liability under Title IV of ERISA and and, to EXCEL's knowledge, no conditions circumstances exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected EXCEL to result in the revocation of any such determination. EXCEL is in compliance with, and each of the EXCEL Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code, except for such non-compliance which individually or in the aggregate would not have a Material Adverse Effect on EXCEL. (ciii) Except as set forth on Section 3.10(c) of the Company Disclosure ScheduleSchedule 5.17 hereto, the execution and delivery of, and performance consummation or announcement of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) result in any (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company becoming due from EXCEL or any of its Subsidiaries to amend any current or terminate former officer, employee, former employee or director thereof, or to any other person for the benefit of any such officer, employee or director, or (ii) acceleration, vesting or establishment of any benefit under any EXCEL Benefit Plan, or (iii) disqualification of any of the EXCEL Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (iv) Neither EXCEL nor any of its Subsidiaries has incurred, and none of such entities reasonably expects to incur, any material liability to the PBGC (other than premiums which are not overdue) or pursuant to Title IV of ERISA with respect to any EXCEL Benefit Plan. Neither EXCEL nor any of its Subsidiaries is an employer with respect to, and neither has incurred or reasonably expects to incur, any withdrawal liability with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA). (v) There are no pending or, to EXCEL's knowledge, threatened actions, claims or proceedings against any EXCEL Benefit Plan or its assets, plan sponsor, plan administrator or fiduciaries with respect to the operation of such plan (other than routine benefit claims) which, if determined adversely to EXCEL, individually or in the aggregate would have a Material Adverse Effect on EXCEL.

Employee Matters; ERISA. (a) All The Parent Disclosure Letter lists all employee pension benefit plans (i) "employee benefit plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," all employee welfare benefit plans (as defined in Section 3(37)(A3(1) of ERISA), maintained all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other or contributed to by the Company similar material fringe or any of its Subsidiaries and (ii) other employee benefit plans, programs or arrangements, all consulting agreements with former officers and directors of Parent and all employment, termination, change-in-control or arrangements relating to compensation or employee benefits severance agreements, in each case, pursuant to which the Company Parent or any of its Subsidiaries may have any liability material liability to Parent and its Subsidiaries, taken as a whole (collectivelytogether, the "Parent Employee Plans"), excluding, however, employee benefit plans that are in compliance with all applicable provisions primarily subject to the laws of ERISA and any jurisdiction outside the Internal Revenue Code of 1986, United States. (b) Except as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable disclosed in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the Parent SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thathereof, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied no material liability under Title IV of ERISA and no conditions exist that could has been or is reasonably be expected to present a risk to be incurred by the Company Parent or any ERISA Affiliate Subsidiary of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company Parent or any entity which is considered a single employer with the Parent or any Subsidiary of the Parent under Section 4001(a)(15) of ERISA or Section 414 of the Code (a "Parent ERISA Affiliate"), other than liabilities for premium payments to the PBGC and liabilities that have previously been satisfied. (c) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37)(A3(37) of ERISA. Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement and except, has incurred an "accumulated funding deficiency" in the aggregate, as would not have, or reasonably be expected to have, a Parent Material Adverse Effect, (within the meaning of i) no party in interest or disqualified person (as defined in Section 302 3(14) of ERISA or and Section 412 4975 of the Code) whether or not waived. As has at any time engaged in a transaction with respect to any "multiemployer plan" maintained or contributed to by the Company Parent Employee Plan which could subject Parent or any of its Subsidiaries Parent ERISA Affiliate, directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA Affiliate or Section 4975 of the Company, neither Code; (ii) no fiduciary of any Parent Employee Plan has breached any of the Company nor any ERISA Affiliate has any Knowledge responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; (aiii) that such plan is not all Parent Employee Plans have been established and maintained substantially in substantial accordance with their terms and have operated in compliance with the requirements of applicable provisions law, and Parent and its Subsidiaries have performed all obligations required to be performed by them under and are not in default under or in violation of ERISA and the Codeany of Parent Employee Plans; or (biv) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a favorable determination letter from the IRS, and, to the CompanyParent's Knowledgeknowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code and Section 302 of ERISA, or pursuant to the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vi) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any outstanding liability to Parent or any Parent ERISA Affiliate, nor would the execution, delivery or consummation of the transactions contemplated hereby constitute a reportable event for which the 30-day requirement has not been waived; and (vii) no Parent Employee Plan is under audit or investigation by the IRS, the Department of Labor or the PBGC nor, to the knowledge of Parent, is any such audit or investigation threatened. (cd) Except The Parent Disclosure Letter sets forth a true and complete list of each current or former officer or director of Parent or any of its Subsidiaries who holds (i) any Parent Option as set forth on of the date of this Agreement, together with the number of shares of Parent Common Stock subject to such option, the exercise price of such option, the vested and unvested portion of such option, and the expiration date of such option; or (ii) any shares of Parent Common Stock that are restricted and the date(s) of lapse of such restrictions. In addition, the Parent Disclosure Letter sets forth, in the aggregate, (i) the number of shares of Parent Common Stock underlying all other outstanding rights under Parent Employee Plans (other than plans that are qualified plans under Section 3.10(c401(a) of the Company Disclosure ScheduleCode) to receive shares of Parent Common Stock, to the extent that such shares of Parent Common Stock are not included in the number of shares set forth in the third sentence of Section 4.3, and (ii) compensation based on the value of shares of Parent Common Stock. (e) The PBGC has not notified Parent regarding the institution of proceedings to terminate any Parent Employee Plan that is subject to Title IV of ERISA (each, a "Parent Defined Benefit Plan"). The Parent Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. (f) To the knowledge of Parent, all employee benefit plans of Parent and any of its Subsidiaries that are primarily subject to the laws of any jurisdiction outside of the United States have been maintained in compliance with all applicable law (including, if they are intended to qualify for special tax treatment, applicable tax laws), except for noncompliance that would not individually or in the aggregate have, or reasonably be expected to have, a Parent Material Adverse Effect. (g) The execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)Parent Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company Parent or any subsidiary Subsidiary of the CompanyParent, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company Parent or any Subsidiary of its Subsidiaries Parent to amend or terminate any Parent Employee Plan.

Employee Matters; ERISA. Except as set forth on Schedule 3.10: (a) All (i) "Copies of all employee benefit plans," as defined plans covering present or former employees or directors of MacManus and of each of its Major Subsidiaries or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, or with respect to which MacManus or any of its Major Subsidiaries has, or has had, an obligation to contribute or any other liability, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained any deferred compensation, stock, profit sharing, retirement, savings, medical, health, life insurance, disability, sick leave, cafeteria or contributed to by the Company flexible spending, vacation, or any of its Subsidiaries and (ii) other plansseverance programs, agreements policies or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability plans (collectively, the "MacManus Benefit Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986whether funded or unfunded, as amended (the "Code")insured or uninsured, and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect been made available to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and Xxx Group. (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such Each of the following as, individually or in the aggregate, have not had and would not reasonably MacManus Benefit Plans intended to be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employerqualified" within the meaning of Section 414 401(a) of the Code or Section 4001(bhas been determined by the Internal Revenue Service (the "IRS") of ERISAto be so qualified, has incurred any unsatisfied liability under Title IV of ERISA and and, to MacManus' knowledge, no conditions circumstances exist that could reasonably be expected to present adversely affect such qualification. MacManus is in compliance in all material respects with, and each of the MacManus Benefit Plans complies in form with, and is and has been operated in all material respects in compliance with, all applicable Legal Requirements, including, without limitation, ERISA and the Code. No assets of MacManus or any of its Major Subsidiaries are subject to liens arising under ERISA or the Code on account of any MacManus Benefit Plan, neither MacManus nor any of its Major Subsidiaries has been required to provide any security under Sections 401(a)(29) or 412(f) of the Code, or under Section 307 of ERISA, and no event has occurred that could give rise to any such lien or a risk requirement to provide such security. (c) With respect to the Company MacManus Benefit Plans, individually and in the aggregate, no event has occurred and, to MacManus' knowledge, there does not now exist any condition or set of circumstances, that could subject MacManus or any of its Major Subsidiaries to any material liability arising under the Code, ERISA Affiliate of incurring or any other applicable Legal Requirements (including, without limitation, any liability to any such liability (other than liability for premiums to plan or the Pension Benefit Guaranty Corporation arising (the "PBGC")), or under any indemnity agreement to which MacManus or any of its Subsidiaries is a party, excluding liability for benefit claims and funding obligations payable in the ordinary course). No MacManus Benefit Plan subject to Title IV of ERISA has terminated, and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than nor has a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiencyreportable event" (within the meaning of Section 302 4043 of ERISA or Section 412 ERISA) occurred with respect to any such plan (other than such events with respect to which the reporting requirement has been waived by regulation). (d) None of the Code) whether or not waived. As to any MacManus Benefit Plans that are "multiemployer planwelfare plans" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 3(1) of ERISA (i) provide for any post-employment or retiree benefits other than continuation coverage required to be provided under Section 412 4980B of the Code, Part 6 of Title I of ERISA, or applicable state law, or (ii) whether has provided any disqualified benefit, within the meaning of Section 4976 of the Code, with respect to which an excise tax has been, or not waivedcould be, imposed. (be) Each Plan which is intended MacManus has made available to be qualified under Section 401(a) Xxx Group copies of the Code is following documents with respect to each MacManus Benefit Plan, where applicable, (i) all plan documents governing such plan and the subject of a favorable determination letter from most recent summary plan description furnished to employees, (ii) the three (3) most recent annual reports filed with the IRS, and(Form 5500-series), including all schedules and attachments thereto, (iii) each related trust agreement or other funding arrangement (including all amendments to each such agreement), (iv) the most recent determination of the IRS with respect to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation qualified status of such determinationMacManus Benefit Plan, and any currently- pending application for such a letter, and (v) the most recent actuarial report or valuation. (cf) Except as set forth on Section 3.10(c) of Schedule 3.10 hereto as made available to Xxx Group prior to the Company Disclosure Scheduledate hereof, the execution and delivery of, and performance consummation or announcement of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) result in any (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise)) becoming due from MacManus or any of its Major Subsidiaries to any officer, accelerationemployee, forgiveness former employee or director thereof or to the trustee under any "rabbi trust" or similar arrangement, (ii) benefit under any MacManus Benefit Plan being established or becoming accelerated, vested or payable, or (iii) "reportable event" (as defined in Section 4043 of indebtednessERISA) with respect to a MacManus Benefit Plan subject to Title IV of ERISA. (g) The consummation or announcement of any transaction contemplated by this Agreement will not (either alone or upon the occurrence of any additional or further acts or events) result in the disqualification of any of the MacManus Benefit Plans intended to be qualified under, vestingresult in a prohibited transaction or breach of fiduciary duty under, distributionor otherwise violate, increase ERISA or the Code. (h) Neither MacManus nor any of its Major Subsidiaries nor any of their directors, officers, employees or agents, nor any "party in benefits interest" or obligation to fund benefits "disqualified person", as such terms are defined in Section 3 of ERISA and Section 4975 of the Code, with respect to any current MacManus Benefit Plan, has engaged in or former employee or director been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Company Code or any subsidiary Section 406 of the CompanyERISA, or (ii) which is not otherwise exempt, which could result in the triggering or imposition of any material restrictions either a penalty assessed pursuant to Section 502(i) of ERISA or limitations a tax imposed by Section 4975 of the Code upon MacManus or its Major Subsidiaries, or which could constitute a breach of fiduciary duty which could result in liability on the right part of the Company MacManus or any of its Major Subsidiaries. (i) No MacManus Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code or Part 3 of Title I of ERISA), whether or not waived. Neither MacManus nor any of its Major Subsidiaries has incurred, and none of such entities reasonably expects to amend incur, any material liability to the PBGC with respect to any MacManus Benefit Plan. Neither MacManus nor any of its Major Subsidiaries is a party to, contributes to, or terminate is required to contribute to, and neither has incurred or reasonably expects to incur, any Planwithdrawal liability with respect to, any "multiemployer plan" (as defined in Section 3(37) of ERISA). No MacManus Benefit Plan is a "multiple employer plan", within the meaning of the Code or ERISA.

Employee Matters; ERISA. (a) All (iSet forth in Section 4.1.12(a) "of the Vodafone Disclosure Schedule is a true and complete list of all employee benefit plans," plans covering or providing benefits to present and former Vodafone Employees (as defined in Section 4.1.15(a)) and any other employee of Vodafone, a Vodafone Affiliate, any Vodafone Conveyed Subsidiary or any Vodafone Conveyed Partnership for whom the Partnership has assumed the responsibility for providing benefits thereto pursuant to Section 5.5 hereof or their beneficiaries including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation plan; ----- any stock option, restricted stock, phantom stock or other than equity-based plan or arrangement; any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to incentive compensation or employee benefits pursuant to which the Company bonus plan or arrangement; any of its Subsidiaries may have severance or change in control plan, agreement or arrangement; and any other material liability benefit arrangement or payroll practice (collectively, the "Vodafone Benefit Plans"). ---------------------- (b) All contributions and other payments required to be made by Vodafone or any Vodafone Affiliate to or under any Vodafone Benefit Plan (or to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Vodafone Financial Statements. (c) Each of the Vodafone Benefit Plans intended to be "qualified" --------- within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service (the "IRS") to be so qualified, are and, no --- circumstances exist that could reasonably be expected by Vodafone or any Vodafone Affiliate to result in the revocation of any such determination. Vodafone and each Vodafone Affiliate is in compliance in all material respects with, and each of the Vodafone Benefit Plans is and has been operated in all material respects in compliance with, all applicable Laws governing such plan, including, without limitation, ERISA and the Code. Each Vodafone Benefit Plan intended to provide for the deferral of income or the reduction of salary or other compensation, or to afford other income tax benefits, complies in all material respects with all the requirements of the applicable provisions of the Code and other Laws to the extent required to provide such income tax benefits. (d) With respect to the Vodafone Benefit Plans, individually and in the aggregate, no event has occurred and there does not now exist any condition or set of circumstances, that could subject Vodafone or any Vodafone Affiliate to any material liability arising under the Code, ERISA and or any other applicable Laws (including, without limitation, any liability to any such plan or the Internal Revenue Code of 1986, as amended Pension Benefit Guaranty Corporation (the "CodePBGC")), ---- or under any indemnity agreement to which Vodafone or any Vodafone Affiliate is a party, excluding liability for benefit claims and the Company and its Subsidiaries do not have any liabilities or funding obligations (other than liabilities and obligations for benefits payable in the ordinary course. (e) with respect to any Plan, whether or not accrued, contingent or otherwise, except Except as set forth in Section 4.1.12 (ae) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatVodafone Disclosure Schedule, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such none of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an Vodafone Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare ------- plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree ----- benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected . (f) With respect to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension each Vodafone Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA AffiliatePlan, other than a "multiemployer plan" Vodafone Benefit Plan maintained by a Vodafone Non-Controlled Entity or a Vodafone After-Acquired Entity, Vodafone has or will make available to Xxxx Atlantic (i) for each such Plan intended to be covered by Section 401 of the Code, for each such Plan subject to FAS 106 or 112 accounting, and for each such Vodafone Excess Plan (as defined in Section 3(37)(A5.5(o)), the most recent actuarial report or valuation, and the most recent actuarial report or statement of retiree benefit liability; (ii) with respect to each such Vodafone Benefit Plan that is a plan, agreement, or other arrangement that provides for severance, parachute payments, retention, executive compensation, deferred compensation or executive incentive compensation, or that contains a change of ERISAcontrol provision, has incurred an "accumulated funding deficiency" including without limitation any such Vodafone Benefit Plans involving equity based grants, a true and correct copy of each such Vodafone Benefit Plan; and (within iii) a true and correct schedule describing any and all grants of stock options and other equity-based awards granted to Vodafone Employees subsequent to the meaning most recent Form 10-K and a comprehensive set of Section 302 of ERISA or Section 412 compensation and benefit costs and budget data describing such costs per Vodafone Employee. As of the Code) whether or not waived. As date of this Agreement, Vodafone has provided to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate Xxxx Atlantic all of the Companyavailable information and documentation described in the previous sentence, neither which it represents is materially correct, and Vodafone will make available to Xxxx Atlantic a comprehensive and complete set of such information and documentation, no later than 45 days after the Company nor any ERISA Affiliate has any Knowledge (a) that such plan date this Agreement is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedexecuted. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (cg) Except as set forth on in Section 3.10(c4.1.12(g) of the Company Vodafone Disclosure Schedule, the execution and delivery of, and performance consummation or announcement of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) result in any (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise)) becoming due from Vodafone or any Vodafone Affiliate to any Vodafone Employee, accelerationformer Vodafone Employee, forgiveness or any other employee or former employee of indebtednessVodafone, vestinga Vodafone Affiliate, distributiona Vodafone Conveyed Subsidiary or a Vodafone Conveyed Partnership for whom the Partnership has assumed the responsibility for providing benefits thereto pursuant to Section 5.5 or to the trustee under any "rabbi trust" or similar arrangement; (ii) any payments or benefits ----------- under any Vodafone Benefit Plan to be considered "excess parachute ---------------- payments" under section 280G of the Code; or (iii) benefit under any Vodafone Benefit Plan being established or becoming accelerated, increase vested or payable. (h) With respect to any Vodafone Benefit Plan intended to be covered by Section 401 of the Code and any Vodafone Benefit Plan trust, which the terms of this Agreement contemplate a transfer of assets to a Xxxx Atlantic Plan or Xxxx Atlantic Plan trust, neither Vodafone nor any Vodafone Affiliate, nor any of their directors, officers, employees or agents, nor any "party in benefits interest" or obligation to fund benefits "disqualified person", as such terms ----------------- ------------------- are defined in Section 3 of ERISA and Section 4975 of the Code has, with respect to any current Vodafone Benefit Plan, engaged in or former employee or director been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Company ----------------------- Code or any subsidiary Section 406 of the CompanyERISA which is not otherwise exempt, or (ii) which could result in the triggering or imposition of any material restrictions either a penalty assessed pursuant to Section 502(i) of ERISA or limitations on the right a tax imposed by Section 4975 of the Company Code or which could constitute a breach of fiduciary duty, in each case applicable to Vodafone, any Vodafone Affiliate or any of its Subsidiaries to amend Vodafone Benefit Plan and which would result in a material adverse effect on Vodafone or terminate any PlanVodafone Affiliate.

Employee Matters; ERISA. (a) All (i) "Set forth in Hi/Lo's Disclosure Letter is a true and complete list of all material employee benefit plans," plans maintained or contributed to as defined of the date hereof by Hi/Lo or any of its Subsidiaries covering their present and former employees or directors or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation, bonuses, stock options, restricted stock plans, incentive compensation, severance or change in control agreements and any other than any material benefit arrangements or payroll practices (collectively, the "multiemployer plan," as defined Hi/Lo Benefit Plans"). (b) Except for contributions and other payments that are not reasonably likely, individually or in Section 3(37)(A) of ERISAthe aggregate, maintained or contributed to have a Material Adverse Effect on Hi/Lo, all contributions and other payments required to be made by the Company Hi/Lo or any of its Subsidiaries and to or under any Hi/Lo Benefit Plan (ii) other plans, agreements or arrangements relating to compensation or employee benefits any person pursuant to which the Company terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Hi/Lo SEC Reports. (c) Each of the Hi/Lo Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") as to such qualified status. (d) Except as described in any of its Subsidiaries may have any material liability (collectivelythe Hi/Lo SEC Reports filed prior to the date of this Agreement, the "Plans"), all Hi/Lo Benefit Plans are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company Hi/Lo and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Hi/Lo Benefit Plan, whether or not accrued, contingent or otherwise, except (ai) as described in any of the Hi/Lo SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors Discount in Hi/Lo's Disclosure Letter and (bii) for instances of noncompliance non-compliance or liabilities or obligations thatthat are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except Effect on Hi/Lo. (e) With respect to the Hi/Lo Benefit Plans, individually and in the aggregate, no event has occurred and, to Hi/Lo's knowledge, there does not now exist any condition or set of circumstances, that could subject Hi/Lo or any of its Subsidiaries to any material liability arising under ERISA or the Code (including, without limitation, any liability to any such plan or the Pension Benefit Guaranty Corporation (the "PBGC")), or under any indemnity agreement to which Hi/Lo or any of its Subsidiaries is a party, excluding (1) liability for benefit claims and funding obligations payable in the following asordinary course and (2) liabilities that are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect on Hi/Lo. (f) Except as disclosed in writing to Discount in Hi/Lo's Disclosure Letter, (x) neither none of the Company nor any trade or business, whether or not incorporated (an Hi/Lo Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA. (g) Except (i) as contemplated in this Agreement, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising ii) as provided in the ordinary coursetermination benefit agreements listed and identified as such in Hi/Lo's Disclosure Letter which are in effect on the date hereof (the "Change of Control Employment Agreements"), and (yiii) no "employee benefit plan" maintained or contributed to by the Company or as described in any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the CodeHi/Lo SEC Reports or (iv) as disclosed in writing to Discount in Hi/Lo's Disclosure Letter, the consummation or announcement of any transaction contemplated by this Agreement will not (whether alone or not waived. As to upon the occurrence of any "multiemployer plan" maintained additional or contributed to by the Company further acts or events) result in any (A) payment (whether of severance pay or otherwise) becoming due from Hi/Lo or any of its Subsidiaries to any officer, employee, former employee or ERISA Affiliate director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (B) benefit under any Hi/Lo Benefit Plan being established or becoming accelerated, vested or payable. Except as disclosed in Hi/Lo's Disclosure Letter or as described in any of the CompanyHi/Lo SEC Reports, neither the Company Hi/Lo nor any ERISA Affiliate has of its Subsidiaries is a party to (A) any Knowledge management, employment, deferred compensation, severance (a) that such plan is not including any payment, right or benefit resulting from a change in substantial compliance control), bonus or other contract for personal services with the applicable provisions of ERISA and the Code; any current or former officer, director or employee (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedcharacterized as a plan for purposes of ERISA), (B) any material consulting contract with any person who prior to entering into such contract was a director or officer of Hi/Lo or any of its Subsidiaries, or (C) any plan, agreement, arrangement or understanding similar to any of the items described in clause (A) or (B) of this sentence. (bh) Each Plan which is intended to be qualified under Section 401(a) The consummation or announcement of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) result in the disqualification of any of the Hi/Lo Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (i) constitute an event under Neither Hi/Lo nor any Plan (of its Subsidiaries nor any of their directors, officers, employees or related trust)agents, trust nor any "party in interest" or loan that will or may result "disqualified person," as such terms are defined in any material payment (whether Section 3 of severance pay or otherwise)ERISA and Section 4975 of the Code has, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current Hi/Lo Benefit Plan, engaged in or former employee or director been a party to any "prohibited transaction," as such term is defined in Section 4975 of the Company Code or any subsidiary Section 406 of the CompanyERISA which is not otherwise exempt, or (ii) which could result in the triggering or imposition of any material restrictions either a penalty assessed pursuant to Section 502(i) of ERISA or limitations on the right a tax imposed by Section 4975 of the Company Code or which could constitute a breach of fiduciary duty, in each case applicable to Hi/Lo and which is reasonably likely to have a Material Adverse Effect on Hi/Lo. (j) No Hi/Lo Benefit Plan subject to Section 412 of the Code has incurred any now existing "accumulated funding deficiency" (as defined in ERISA), whether or not waived. Neither Hi/Lo nor any of its Subsidiaries has incurred, and none of such entities reasonably expects to amend incur, any material liability to the PBGC with respect to any Hi/Lo Benefit Plan. Neither Hi/Lo nor any of its Subsidiaries is a party to, and neither has incurred or terminate reasonably expects to incur, any Planwithdrawal liability with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) for which there is any outstanding liability. (k) None of the assets of any of Hi/Lo Benefit Plans which hold assets are invested in securities of the Hi/Lo. (l) Hi/Lo is in material compliance with the notice provisions and all other provisions of COBRA and the Health Insurance Portability and Accountability Act of 1996, except for instances of non-compliance that are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Hi/Lo. (m) Except as disclosed in writing to Discount in Hi/Lo's Disclosure Letter or as described in any of the Hi/Lo SEC Reports, since December 31, 1996, no change has occurred in the base salary of any person who is a party to a Change of Control Employment Agreement.

Employee Matters; ERISA. (a) All The Parent Disclosure Letter lists all employee pension benefit plans (i) "employee benefit plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," all employee welfare benefit plans (as defined in Section 3(37)(A3(1) of ERISA), maintained all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other or contributed to by the Company similar material fringe or any of its Subsidiaries and (ii) other employee benefit plans, programs or arrangements, all consulting agreements with former officers and directors of Parent and all employment, termination, change-in-control or arrangements relating to compensation or employee benefits severance agreements, in each case, pursuant to which the Company Parent or any of its Subsidiaries may have any liability material liability to Parent and its Subsidiaries, taken as a whole (collectivelytogether, the "PlansPARENT EMPLOYEE PLANS"), excluding, however, employee benefit plans that are in compliance with all applicable provisions primarily subject to the laws of ERISA and any jurisdiction outside the Internal Revenue Code of 1986, United States. (b) Except as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable disclosed in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the Parent SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thathereof, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied no material liability under Title IV of ERISA and no conditions exist that could has been or is reasonably be expected to present a risk to be incurred by the Company Parent or any ERISA Affiliate Subsidiary of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company Parent or any entity which is considered a single employer with the Parent or any Subsidiary of the Parent under Section 4001(a)(15) of ERISA Affiliateor Section 414 of the Code (a "PARENT ERISA AFFILIATE"), other than liabilities for premium payments to the PBGC and liabilities that have previously been satisfied. (c) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37)(A3(37) of ERISA. Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement and except, has incurred an "accumulated funding deficiency" in the aggregate, as would not have, or reasonably be expected to have, a Parent Material Adverse Effect, (within the meaning of i) no party in interest or disqualified person (as defined in Section 302 3(14) of ERISA or and Section 412 4975 of the Code) whether or not waived. As has at any time engaged in a transaction with respect to any "multiemployer plan" maintained or contributed to by the Company Parent Employee Plan which could subject Parent or any of its Subsidiaries Parent ERISA Affiliate, directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA Affiliate or Section 4975 of the Company, neither Code; (ii) no fiduciary of any Parent Employee Plan has breached any of the Company nor any ERISA Affiliate has any Knowledge responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; (aiii) that such plan is not all Parent Employee Plans have been established and maintained substantially in substantial accordance with their terms and have operated in compliance with the requirements of applicable provisions law, and Parent and its Subsidiaries have performed all obligations required to be performed by them under and are not in default under or in violation of ERISA and the Codeany of Parent Employee Plans; or (biv) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a favorable determination letter from the IRS, and, to the CompanyParent's Knowledgeknowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code and Section 302 of ERISA, or pursuant to the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vi) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any outstanding liability to Parent or any Parent ERISA Affiliate, nor would the execution, delivery or consummation of the transactions contemplated hereby constitute a reportable event for which the 30-day requirement has not been waived; and (vii) no Parent Employee Plan is under audit or investigation by the IRS, the Department of Labor or the PBGC nor, to the knowledge of Parent, is any such audit or investigation threatened. (cd) Except The Parent Disclosure Letter sets forth a true and complete list of each current or former officer or director of Parent or any of its Subsidiaries who holds (i) any Parent Option as set forth on of the date of this Agreement, together with the number of shares of Parent Common Stock subject to such option, the exercise price of such option, the vested and unvested portion of such option, whether such option is intended to qualify as an incentive stock option within the meaning of Section 3.10(c422(b) of the Company Code, and the expiration date of such option; or (ii) any shares of Parent Common Stock that are restricted and the date(s) of lapse of such restrictions. The Parent Disclosure ScheduleLetter also sets forth the number of options outstanding as of the date hereof and the different exercise prices and expiration dates for such options. In addition, the Parent Disclosure Letter sets forth, in the aggregate, the number of shares of Parent Common Stock underlying (i) all other outstanding rights under Parent Employee Plans (other than plans that are qualified plans under Section 401(a) of the Code) to receive shares of Parent Common Stock, to the extent that such shares of Parent Common Stock are not included in the number of shares set forth in the second sentence of Section 4.3, and (ii) compensation based on the value of shares of Parent Common Stock. (e) The PBGC has not notified Parent regarding the institution of proceedings to terminate any Parent Employee Plan that is subject to Title IV of ERISA (each, a "PARENT DEFINED BENEFIT PLAN"). The Parent Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. (f) To the knowledge of Parent, all employee benefit plans of Parent and any of its Subsidiaries that are primarily subject to the laws of any jurisdiction outside of the United States have been maintained in compliance with all applicable law (including, if they are intended to qualify for special tax treatment, applicable tax laws), except for noncompliance that would not individually or in the aggregate have a Parent Material Adverse Effect. (g) The execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)Parent Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company Parent or any subsidiary Subsidiary of the CompanyParent, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company Parent or any Subsidiary of its Subsidiaries Parent to amend or terminate any Parent Employee Plan. No payment or benefit which is required to be paid or distributed, prior to or after the Closing, by Parent, the Company, the Parent Surviving Corporation or any of their respective Subsidiaries under any Parent Employee Plan or any other plan, program or arrangement of Parent to any current or former employee of Parent or any Subsidiary of Parent will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code.

Employee Matters; ERISA. (a) All (iSection 4.10(a) "of the PSNC Disclosure Schedule sets forth a true and complete list of each employee benefit plans," as defined in plan, arrangement or agreement, including, but not limited to, any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand each employment, severance, deferred compensation or similar agreement, that is maintained or contributed to by as of the Company or any date of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended this Agreement (the "CodePSNC Plans"), and the Company and its Subsidiaries do not have any liabilities ) by PSNC or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company PSNC would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) 4001 of ERISA, has incurred for the benefit of any unsatisfied liability under Title IV current or former employee, officer, director or independent contractor of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedPSNC. (b) Each Plan which is intended PSNC has heretofore delivered to be qualified under Section 401(a) SCANA true and complete copies of each of the Code is PSNC Plans and all related documents, including but not limited to (i) the subject actuarial report for such PSNC Plan (if applicable) for each of a favorable the last two years, (ii) the most recent determination letter from the IRS, and, to IRS (if applicable) for such PSNC Plan and (iii)the financial statements for the Company's Knowledge, nothing has occurred which may reasonably be expected to result in last two completed years and the revocation of such determinationmost recent quarter. (c) Except as set forth on in Section 3.10(c4.10(c) of the Company PSNC Disclosure Schedule, (i) each of the PSNC Plans has been operated and administered in all material respects with applicable law, including but not limited to ERISA and the Code, (ii) each of the PSNC Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received an advance determination letter from the IRS to such effect and PSNC knows of no event that could reasonably be expected to cause the disqualification of any such PSNC Plan , (iii) with respect to each PSNC Plan that is subject to Title IV of ERISA, the present value of such PSNC Plan's "accumulated benefit obligation," based upon the actuarial assumptions set forth in PSNC's Form 10-K for the fiscal year ended September 30, 1998, did not, as of its then latest valuation date, exceed the fair value of the assets of such PSNC Plan allocable to such obligation, (iv) no PSNC Plan provides welfare benefits (whether or not insured) with respect to current or former employees of PSNC beyond their retirement or other termination of service, other than coverage mandated by applicable law or benefits the full cost of which is borne by the current or former employee (or his beneficiary), (v) no liability under Title IV of ERISA or Section 412 of the Code has been incurred (directly or indirectly) by PSNC or an ERISA Affiliate that has not been satisfied in full, (vi) no PSNC Plan is a "multiemployer pension plan," as such term is defined in Section 3(37) of ERISA, or a plan described in Section 4063 of ERISA, (vii) all contributions or other amounts payable by PSNC or any ERISA Affiliate as of the Effective Time with respect to each PSNC Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Code, (viii) neither PSNC nor an ERISA Affiliate has engaged in a transaction in connection with which PSNC, the PSNC Subsidiaries or any ERISA Affiliate would be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material tax imposed pursuant to Section 4975 or 4976 of the Code, and (ix) there are no pending, anticipated or, to the best knowledge of PSNC, threatened claims (other than routine claims for benefits) by, on behalf of or against any of the PSNC Plans or any trusts related thereto or against any employee benefit plan formerly maintained by PSNC or the PSNC Subsidiaries. (d) Except as set forth in Section 4.10(d) of the PSNC Disclosure Schedule, neither the execution and delivery of, and performance of this Agreement nor the consummation of the transactions contemplated in, this Agreement hereby will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect becoming due to any current or former employee or director of the Company or any subsidiary employee of the CompanyPSNC, or (ii) materially increase any benefits otherwise payable under any PSNC Plan, (iii) result in any acceleration of the triggering time of payment or imposition vesting of any benefits under any PSNC Plan to any material restrictions extent or limitations on (iv) result, separately or in the right aggregate, in an "excess parachute payment" within the meaning of Section 280G of the Company Code. (e) No amounts payable under any PSNC Plan or any other agreement or arrangement shall fail to be deductible for United States federal income tax purposes by virtue of its Subsidiaries to amend or terminate any PlanSection 162(m) of the Code.

Employee Matters; ERISA. (a) All Except where the failure to be true would not, individually or in the aggregate, have a Material Adverse Effect on LifeMinders, (i) "employee benefit plans," as defined each LifeMinders Plan has been operated and administered in Section 3(3) of accordance with applicable law, including but not limited to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISAand the Code, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other planseach LifeMinders Plan intended to be "qualified" within the meaning of Section 401(a) of the Code is so qualified, agreements (iii) except as required by COBRA, no LifeMinders Plan provides death or arrangements relating to compensation medical benefits (whether or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"not insured), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether current or not accrued, contingent former employees of LifeMinders or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company LifeMinders would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "LifeMinders ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by LifeMinders or any LifeMinders ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company LifeMinders or any LifeMinders ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from LifeMinders or any LifeMinders ERISA Affiliate with respect to each LifeMinders Plan have been paid in full, (vi) neither LifeMinders nor any LifeMinders ERISA Affiliate has engaged in a transaction in connection with which LifeMinders or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of LifeMinders there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any LifeMinders Plan or any trusts related thereto and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of LifeMinders or any of its Subsidiaries under any LifeMinders Plan or otherwise, (B) materially increase any benefits otherwise payable under any LifeMinders Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "LifeMinders Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(asection 3(1) of the Code is the subject of a favorable determination letter from the IRSERISA); each profit-sharing, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plan.stock bonus or

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have a material adverse effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not had limited to ERISA and would not reasonably the Code, (ii) each Xxxx Atlantic Plan intended to be expected to have a Material Adverse Effect. Except such “qualified” within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former Xxxx Atlantic Employees or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "“single employer" ” within the meaning of Section 414 4001 of the Code ERISA (a “Xxxx Atlantic ERISA Affiliate”), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary coursePBGC premiums), and (yv) no "employee benefit plan" maintained all contributions or contributed to by the Company other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA AffiliateAffiliate with respect to each Xxxx Atlantic Plan have been paid in full, other than (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a "multiemployer plan" as defined transaction in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company connection with which Xxxx Atlantic or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may Affiliates could reasonably be expected to result in be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the revocation of such determination. Code, (cvii) Except except as set forth on in Section 3.10(c4.2.12 (vii) of the Company Xxxx Atlantic Disclosure Schedule, the execution and delivery ofthere are no pending, and performance threatened or anticipated claims (other than routine claims for benefits) by, on behalf of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of against any additional or subsequent events) (i) constitute an event under any Xxxx Atlantic Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Companytrusts related thereto, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plan.and

Employee Matters; ERISA. (a) All The Parent Disclosure Letter lists all employee pension benefit plans (i) "employee benefit plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," all employee welfare benefit plans (as defined in Section 3(37)(A3(1) of ERISA), maintained all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other or contributed to by the Company similar material fringe or any of its Subsidiaries and (ii) other employee benefit plans, programs or arrangements, all consulting agreements with former officers and directors of Parent and all employment, termination, change-in-control or arrangements relating to compensation or employee benefits severance agreements, in each case, pursuant to which the Company Parent or any of its Subsidiaries may have any liability material liability to Parent and its Subsidiaries, taken as a whole (collectivelytogether, the "Parent Employee Plans"), excluding, however, employee benefit plans that are in compliance with all applicable provisions primarily subject to the laws of ERISA and any jurisdiction outside the Internal Revenue Code of 1986, United States. (b) Except as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable disclosed in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the Parent SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thathereof, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied no material liability under Title IV of ERISA and no conditions exist that could has been or is reasonably be expected to present a risk to be incurred by the Company Parent or any ERISA Affiliate Subsidiary of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company Parent or any entity which is considered a single employer with the Parent or any Subsidiary of the Parent under Section 4001(a)(15) of ERISA or Section 414 of the Code (a "Parent ERISA Affiliate"), other than liabilities for premium payments to the PBGC and liabilities that have previously been satisfied. (c) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37)(A3(37) of ERISA. Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement and except, has incurred an "accumulated funding deficiency" in the aggregate, as would not have, or A-29 31 reasonably be expected to have, a Parent Material Adverse Effect, (within the meaning of i) no party in interest or disqualified person (as defined in Section 302 3(14) of ERISA or and Section 412 4975 of the Code) whether or not waived. As has at any time engaged in a transaction with respect to any "multiemployer plan" maintained or contributed to by the Company Parent Employee Plan which could subject Parent or any of its Subsidiaries Parent ERISA Affiliate, directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA Affiliate or Section 4975 of the Company, neither Code; (ii) no fiduciary of any Parent Employee Plan has breached any of the Company nor any ERISA Affiliate has any Knowledge responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; (aiii) that such plan is not all Parent Employee Plans have been established and maintained substantially in substantial accordance with their terms and have operated in compliance with the requirements of applicable provisions law, and Parent and its Subsidiaries have performed all obligations required to be performed by them under and are not in default under or in violation of ERISA and the Codeany of Parent Employee Plans; or (biv) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a favorable determination letter from the IRS, and, to the CompanyParent's Knowledgeknowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code and Section 302 of ERISA, or pursuant to the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vi) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any outstanding liability to Parent or any Parent ERISA Affiliate, nor would the execution, delivery or consummation of the transactions contemplated hereby constitute a reportable event for which the 30-day requirement has not been waived; and (vii) no Parent Employee Plan is under audit or investigation by the IRS, the Department of Labor or the PBGC nor, to the knowledge of Parent, is any such audit or investigation threatened. (cd) Except The Parent Disclosure Letter sets forth a true and complete list of each current or former officer or director of Parent or any of its Subsidiaries who holds (i) any Parent Option as set forth on of the date of this Agreement, together with the number of shares of Parent Common Stock subject to such option, the exercise price of such option, the vested and unvested portion of such option, whether such option is intended to qualify as an incentive stock option within the meaning of Section 3.10(c422(b) of the Company Code, and the expiration date of such option; or (ii) any shares of Parent Common Stock that are restricted and the date(s) of lapse of such restrictions. The Parent Disclosure ScheduleLetter also sets forth the number of options outstanding as of the date hereof and the different exercise prices and expiration dates for such options. In addition, the Parent Disclosure Letter sets forth, in the aggregate, the number of shares of Parent Common Stock underlying (i) all other outstanding rights under Parent Employee Plans (other than plans that are qualified plans under Section 401(a) of the Code) to receive shares of Parent Common Stock, to the extent that such shares of Parent Common Stock are not included in the number of shares set forth in the second sentence of Section 4.3, and (ii) compensation based on the value of shares of Parent Common Stock. (e) The PBGC has not notified Parent regarding the institution of proceedings to terminate any Parent Employee Plan that is subject to Title IV of ERISA (each, a "Parent Defined Benefit Plan"). The Parent Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. (f) To the knowledge of Parent, all employee benefit plans of Parent and any of its Subsidiaries that are primarily subject to the laws of any jurisdiction outside of the United States have been maintained in compliance with all applicable law (including, if they are intended to qualify for special tax treatment, applicable tax laws), except for noncompliance that would not individually or in the aggregate have a Parent Material Adverse Effect. (g) The execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)Parent Employee Plan, trust or loan that will or may result in any material A-30 32 payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company Parent or any subsidiary Subsidiary of the CompanyParent, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company Parent or any Subsidiary of its Subsidiaries Parent to amend or terminate any Parent Employee Plan. No payment or benefit which is required to be paid or distributed, prior to or after the Closing, by Parent, the Company, the Parent Surviving Corporation or any of their respective Subsidiaries under any Parent Employee Plan or any other plan, program or arrangement of Parent to any current or former employee of Parent or any Subsidiary of Parent will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code.

Employee Matters; ERISA. (a) All (i) "Set forth in Hi-Lo's Disclosure Letter is a true and complete list of all material employee benefit plans," plans maintained or contributed to as defined of the date hereof by Hi-Lo or any of its Subsidiaries covering their present and former employees or directors or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation, bonuses, stock options, restricted stock plans, incentive compensation, severance or change in control agreements and any other than any material benefit arrangements or payroll practices (collectively, the "multiemployer plan," as defined Hi- Lo Benefit Plans"). (a) Except for contributions and other payments that are not reasonably likely, individually or in Section 3(37)(A) of ERISAthe aggregate, maintained or contributed to have a Material Adverse Effect on Hi-Lo, all contributions and other payments required to be made by the Company Hi-Lo or any of its Subsidiaries and to or under any Hi-Lo Benefit Plan (ii) other plans, agreements or arrangements relating to compensation or employee benefits any person pursuant to which the Company terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Hi-Lo SEC Reports. (b) Each of the Hi-Lo Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favor able determination letter from the Internal Revenue Service (the "IRS") as to such qualified status. (c) Except as described in any of its Subsidiaries may have any material liability (collectivelythe Hi-Lo SEC Reports filed prior to the date of this Agreement, the "Plans"), all Hi-Lo Benefit Plans are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company Hi-Lo and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Hi-Lo Benefit Plan, whether or not accrued, contingent or otherwise, except (ai) as described in any of the Hi-Lo SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors O'Reilly in Hi-Lo's Disclosure Letter and (bii) for instances of noncompliance non-compliance or liabilities or obligations thatthat are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except Effect on the Hi-Lo. (d) With respect to Hi-Lo Benefit Plans, individually and in the aggregate, no event has occurred and, to Hi-Lo's knowledge, there does not now exist any condition or set of circumstances that could subject Hi-Lo or any of its Subsidiaries to any material liability arising under ERISA or the Code (including, without limitation, any liability to any such plan or the Pension Benefit Guaranty Corporation (the "PBGC")), or under any indemnity agreement to which Hi-Lo or any of its Subsidiaries is a party, excluding (1) liability for benefit claims and funding obligations payable in the following asordinary course and (2) liabilities that are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect on Hi-Lo. (e) Except as disclosed in writing to O'Reilly in Hi-Lo's Disclosure Letter, (x) neither none of the Company nor any trade or business, whether or not incorporated (an Hi-Lo Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA. (f) Except (i) as contemplated in this Agreement, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising ii) as provided in the ordinary coursetermination benefit agreements listed and identified as such in Hi-Lo's Disclosure Letter which are in effect on the date hereof (the "Change of Control Employment Agreements"), and (yiii) no "employee benefit plan" maintained or contributed to by the Company or as described in any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the CodeHi-Lo SEC Reports or (iv) as disclosed in writing to O'Reilly in Hi-Lo's Disclosure Letter, the consummation or announcement of any transaction contemplated by this Agreement will not (whether alone or not waived. As to upon the occurrence of any "multiemployer plan" maintained additional or contributed to by the Company further acts or events) result in any (A) payment (whether of severance pay or otherwise) becoming due from Hi-Lo or any of its Subsidiaries to any officer, employee, former employee or ERISA Affiliate director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (B) benefit under any Hi-Lo Benefit Plan being established or becoming accelerated, vested or payable. Except as disclosed in Hi-Lo's Disclosure Letter or as described in any of the CompanyHi-Lo SEC Reports, neither the Company Hi-Lo nor any ERISA Affiliate has of its Subsidiaries is a party to (A) any Knowledge management, employment, deferred compensation, severance (a) that such plan is not including any payment, right or benefit resulting from a change in substantial compliance control), bonus or other contract for personal services with the applicable provisions of ERISA and the Code; any current or former officer, director or employee (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedcharacterized as a plan for purposes of ERISA), (B) any material consulting contract with any person who prior to entering into such contract was a director or officer of Hi-Lo or any of its Subsidiaries, or (C) any plan, agreement, arrangement or understanding similar to any of the items described in clause (A) or (B) of this sentence. (bg) Each Plan which is intended to be qualified under Section 401(a) The consummation or announcement of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition disqualification of any material restrictions or limitations on the right of the Company Hi-Lo Benefit Plans intended to be qualified under, result in a prohibited transaction or any breach of its Subsidiaries to amend fiduciary duty under, or terminate any Planotherwise violate, ERISA or the Code.

Employee Matters; ERISA. (a) All (i) "Set forth in Xxxxxx Xxxxxxxx'x ------------------------------------ Disclosure Schedule is a true and complete list of all material employee benefit plans," plans maintained or contributed to as defined of the date hereof by Xxxxxx Xxxxxxxx or any of its Subsidiaries covering their present and former employees or directors or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including, but not limited to, any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation, bonus, stock option, restricted stock, incentive compensation, severance or change in control agreement or plan, and any other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained material benefit arrangement or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability payroll practice (collectively, the "Xxxxxx Xxxxxxxx Benefit Plans"), are . (a) All contributions and other payments required to be made by Xxxxxx Xxxxxxxx to any person pursuant to the terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in compliance with all applicable provisions the Xxxxxx Xxxxxxxx SEC Reports. (b) Each of ERISA and the Xxxxxx Xxxxxxxx Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code")) has received a favorable determination letter from the Internal Revenue Service (the "IRS") as to such qualified status. (c) All Xxxxxx Xxxxxxxx Benefit Plans are in compliance with all applicable provisions of ERISA and the Code, and the Company Xxxxxx Xxxxxxxx and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Xxxxxx Xxxxxxxx Benefit Plan, whether or not accrued, contingent or otherwise, except . (ad) as described in any of the SEC Reports filed prior With respect to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatXxxxxx Xxxxxxxx Benefit Plans, individually or and in the aggregate, have no event has occurred and, to Xxxxxx Xxxxxxxx'x knowledge, there does not had now exist any condition or set of circumstances that could subject Xxxxxx Xxxxxxxx or any of its Subsidiaries to any material liability arising under ERISA or the Code (including, without limitation, any liability to any such plan or the Pension Benefit Guaranty Corporation (the "PBGC")), or under any indemnity agreement to which Xxxxxx Xxxxxxxx or any of its Subsidiaries is a party, except liability for benefit claims and would not reasonably be expected to have a Material Adverse Effect. Except such funding obligations payable in the ordinary course. (e) None of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an Xxxxxx Xxxxxxxx Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability . (other than liability for premiums to the Pension Benefit Guaranty Corporation arising f) Except as provided in the ordinary coursetermination benefit agreements listed and identified as such in Xxxxxx Xxxxxxxx'x Disclosure Schedule which are in effect on the date hereof (the "Change of Control Employment Agreements"), and the consummation or announcement of any transaction contemplated by this Agreement will not (ywhether alone or upon the occurrence of any additional or further acts or events) no "employee benefit plan" maintained result in any (A) payment (whether of severance pay or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(Aotherwise) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company becoming due from Xxxxxx Xxxxxxxx or any of its Subsidiaries to any officer, employee, former employee or ERISA Affiliate of director thereof or to the Companytrustee under any "rabbi trust" or similar arrangement, neither the Company or (B) benefit under any Xxxxxx Xxxxxxxx Benefit Plan being established or becoming accelerated, vested or payable. Neither Xxxxxx Xxxxxxxx nor any ERISA Affiliate has of its Subsidiaries is a party to (A) any Knowledge management, employment, deferred compensation, severance (a) that such plan is not including any payment, right or benefit resulting from a change in substantial compliance control), bonus or other contract for personal services with the applicable provisions of ERISA and the Code; any current or former officer, director or employee (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedcharacterized as a plan for purposes of ERISA), (B) any material consulting contract with any person who prior to entering into such contract was a director or officer of Xxxxxx Xxxxxxxx or any of its Subsidiaries, or (C) any plan, agreement, arrangement or understanding similar to any of the items described in clause (A) or (B) of this sentence. (bg) Each Plan which is intended to be qualified under Section 401(a) The consummation or announcement of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in the disqualification of any material payment of the Xxxxxx Xxxxxxxx Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (whether h) Neither Xxxxxx Xxxxxxxx nor any of severance pay its Subsidiaries nor any of their directors, officers, employees or otherwise)agents, accelerationnor any "party in interest" or "disqualified person," as such terms are defined in Section 3 of ERISA and Section 4975 of the Code has, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current Xxxxxx Xxxxxxxx Benefit Plan, engaged in or former employee or director been a party to any "prohibited transaction," as such term is defined in Section 4975 of the Company Code or any subsidiary Section 406 of the CompanyERISA which is not otherwise exempt, or (ii) which could result in the triggering or imposition of any material restrictions either a penalty assessed pursuant to Section 502(i) of ERISA or limitations on the right a tax imposed by Section 4975 of the Company Code or which could constitute a breach of fiduciary duty, in each case applicable to Xxxxxx Xxxxxxxx. (i) No Xxxxxx Xxxxxxxx Benefit Plan subject to Section 412 of the Code has incurred any now existing "accumulated funding deficiency" (as defined in ERISA), whether or not waived. Neither Xxxxxx Xxxxxxxx nor any of its Subsidiaries has incurred, and none of such entities reasonably expects to amend incur, any material liability to the PBGC with respect to any Xxxxxx Xxxxxxxx Benefit Plan. Neither Xxxxxx Xxxxxxxx nor any of its Subsidiaries is a party to, and neither has incurred or terminate reasonably expects to incur, any Planwithdrawal liability with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA) for which there is any outstanding liability. (j) None of the assets of any of Xxxxxx Xxxxxxxx Benefit Plans which hold assets are invested in securities of Xxxxxx Xxxxxxxx.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such Effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not limited to ERISA and the Code, (ii) each Xxxx Atlantic Plan intended to be "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of Xxxx Atlantic or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate with respect to each Xxxx Atlantic Plan have been paid in full, (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a transaction in connection with which Xxxx Atlantic or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of Xxxx Atlantic there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of Xxxx Atlantic or any of its Subsidiaries under any Xxxx Atlantic Plan or otherwise, (B) materially increase any benefits otherwise payable under any Xxxx Atlantic PlanG or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement,"Xxxx Atlantic Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA ERISA); each employment, termination or Section 412 of the Code) whether severance agreement; and each other employee benefit plan, fund, program, agreement or not waived. (b) Each Plan which arrangement, in each case, that is intended sponsored, maintained or contributed to or required to be qualified under Section 401(a) of contributed to by Xxxx Atlantic or by any Xxxx Atlantic ERISA Affiliate or to which Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate is party, whether written or oral, for the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence benefit of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current employee or former employee or director of the Company Xxxx Atlantic or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any PlanXxxx Atlantic ERISA Affiliate.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," Except as defined disclosed in the Acquiror SEC Documents or Section 3(3) 4.15 of the Employee Retirement Income Security Act of 1974, Acquiror Disclosure Schedule and except as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not be reasonably be expected to have a result in an Acquiror Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, : (xa) neither the Company nor any trade or business, whether or not incorporated (Each Acquiror Benefit Plan that is an "employee pension benefit plan" as defined in Section 3(2) of ERISA Affiliateand is intended to be "), which together with the Company would be deemed a "single employerqualified" within the meaning of Code Section 414 of the 401(a) ("Acquiror Pension Benefit Plan") and each trust under each such Acquiror Pension Benefit Plan which is intended to be exempt from federal income taxation under Code or Section 4001(b) of ERISA501, has received a favorable determination letter from the IRS to such effect, or is the subject of a previously submitted and currently pending application for an IRS determination. Acquiror has operated each Acquiror Benefit Plan in material compliance with all applicable laws, rules and final regulations governing such plans, including ERISA and the Code. (b) All material contributions required to have been made to the Acquiror Benefit Plans prior to the date hereof have been made. (c) Acquiror has not incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk relating to the Company or termination of any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Acquiror Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedPlan. (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (cd) Except as set forth on in Section 3.10(c4.15(d) of the Company Acquiror Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)no "Reportable Event," as defined in ERISA, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits has occurred with respect to any current or former employee or director of the Company Acquiror Benefit Plans for which the 30-day notice requirement or any subsidiary of penalty has not been waived by the Company, or PBGC; (ii) result in there are no pending claims (other than routine claims for benefits or claims pursuant to domestic relations orders) or lawsuits which have been asserted or instituted against the triggering or imposition assets of any material restrictions or limitations on the right of the Company trusts under the Plans by present or former participants, their present or former spouses, their beneficiaries, the Department of Labor, the Internal Revenue Service or any other party; and (iii) Acquiror has not engaged in any prohibited transactions with respect to any Acquiror Benefit Plan, any or all of its Subsidiaries to amend or terminate any Planwhich would reasonably likely have an Acquiror Material Adverse Effect.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such Effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not limited to ERISA and the Code, (ii) each Xxxx Atlantic Plan intended to be "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former employees of Xxxx Atlantic or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability for premiums PBGC premiums), (v) all contributions or other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate with respect to each Xxxx Atlantic Plan have been paid in full, (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a transaction in connection with which Xxxx Atlantic or any of its Subsidiaries could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) to the Pension Benefit Guaranty Corporation arising in the ordinary course)best knowledge of Xxxx Atlantic there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or contributed otherwise) becoming due to by the Company any director or any ERISA Affiliateemployee of Xxxx Atlantic or any of its Subsidiaries under any Xxxx Atlantic Plan or otherwise, (B) materially increase any benefits otherwise payable under any Xxxx Atlantic Plan G or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "Xxxx Atlantic Plan" shall mean each deferred compensation, bonus or other than a incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "multiemployer welfare" plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" fund or program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 section 3(2) of ERISA ERISA); each employment, termination or Section 412 of the Code) whether severance agreement; and each other employee benefit plan, fund, program, agreement or not waived. (b) Each Plan which arrangement, in each case, that is intended sponsored, maintained or contributed to or required to be qualified under Section 401(a) of contributed to by Xxxx Atlantic or by any Xxxx Atlantic ERISA Affiliate or to which Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate is party, whether written or oral, for the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence benefit of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current employee or former employee or director of the Company Xxxx Atlantic or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any PlanXxxx Atlantic ERISA Affiliate.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of Except where the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained or contributed failure to by the Company or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatbe true would not, individually or in the aggregate, have a material adverse effect on Xxxx Atlantic, (i) each Xxxx Atlantic Plan has been operated and administered in accordance with applicable law, including but not had limited to ERISA and would not reasonably the Code, (ii) each Xxxx Atlantic Plan intended to be expected to have a Material Adverse Effect. Except such "qualified" within the meaning of Section 401(a) of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectCode is so qualified, (xiii) neither the Company nor except as required by COBRA, no Xxxx Atlantic Plan provides death or medical benefits (whether or not insured), with respect to current or former Xxxx Atlantic Employees or of any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxx Atlantic would be deemed a "single employer" within the meaning of Section 414 4001 of the Code ERISA (a "Xxxx Atlantic ERISA Affiliate"), beyond their ----------------------------- retirement or Section 4001(bother termination of service, (iv) of ERISA, has incurred any unsatisfied no liability under Title IV of ERISA has been incurred by Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate that has not been satisfied in full, and no conditions exist condition exists that could reasonably be expected to present presents a material risk to the Company Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate of incurring any such liability (other than liability PBGC premiums), (v) all contributions or other amounts due from Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate with respect to each Xxxx Atlantic Plan have been paid in full, (vi) neither Xxxx Atlantic nor any Xxxx Atlantic ERISA Affiliate has engaged in a transaction in connection with which Xxxx Atlantic or any of its ERISA Affiliates could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code, (vii) except as set forth in Section 4.2.12 (vii) of the Xxxx Atlantic Disclosure Schedule, there are no pending, threatened or anticipated claims (other than routine claims for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)benefits) by, on behalf of or against any Xxxx Atlantic Plan or any trusts related thereto, and (yviii) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" except as defined set forth in Section 3(37)(A4.2.12 (a)(viii) of ERISAthe Xxxx Atlantic Disclosure Schedule, has incurred an neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due under any Xxxx Atlantic Plan or otherwise, (B) materially increase any benefits otherwise payable under any Xxxx Atlantic Plan or (C) result in any acceleration of the time of payment or vesting of any such benefits. (b) For purposes of this Agreement, "accumulated funding deficiencyXxxx Atlantic Plan" shall ------------------ mean each deferred compensation, bonus or other incentive compensation, stock purchase, stock option or other equity compensation plan, program, agreement or arrangement; each severance or termination pay, medical, surgical, hospitalization, life insurance or other "welfare" plan, fund or ------- program (within the meaning of Section 302 section 3(1) of ERISA ERISA); each profit-sharing, stock bonus or Section 412 of the Code) whether other "pension" plan, fund or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" program (within the meaning of Section 302 ------- section 3(2) of ERISA ERISA); each employment, termination or Section 412 of the Code) whether severance agreement; and each other employee benefit plan, fund, program, agreement or not waived. (b) Each Plan which arrangement, in each case, that is intended sponsored, maintained or contributed to or required to be qualified under Section 401(a) contributed to by Xxxx Atlantic or by any Xxxx Atlantic ERISA Affiliate or to which Xxxx Atlantic or any Xxxx Atlantic ERISA Affiliate is party, whether written or oral, for the benefit of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determinationany Xxxx Atlantic Employee or former Xxxx Atlantic Employee. (c) Except as With respect to each Xxxx Atlantic Plan, other than a Xxxx Atlantic Plan maintained by a Xxxx Atlantic Non-Controlled Entity or by a Xxxx Atlantic After-Acquired Entity, Xxxx Atlantic has or will make available to Vodafone (i) for each such Plan intended to be covered by Section 401 of the Code and for each such Plan subject to FAS 106 or 112 accounting, the most recent actuarial report or valuation, and the most recent actuarial report or statement of retiree benefit liability; (ii) with respect to each such Xxxx Atlantic Benefit Plan that is a plan, agreement, or other arrangement that provides for severance, parachute payments, retention, executive compensation, deferred compensation or executive incentive compensation, or that contains a change of control provision, including without limitation any such Xxxx Atlantic Plans involving equity based grants, a true and correct copy of each such Xxxx Atlantic Plan; and (iii) a true and correct schedule describing any and all grants of stock options and other equity-based awards granted to Employees subsequent to the most recent Form 10-K, and a comprehensive set forth on Section 3.10(cof compensation and benefit costs and budget data describing such costs per Employee. As of the date of this Agreement, with respect to the information described in clause (iii) of the Company Disclosure Scheduleprevious sentence, Xxxx Atlantic has provided to Vodafone all of the execution available information and delivery ofdocumentation, which it represents is materially correct, and performance Xxxx Atlantic will make available to Vodafone a comprehensive and complete set of all of the transactions contemplated ininformation and documentation described in the preceding sentence, no later than 45 days after the date this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Planis executed.

Employee Matters; ERISA. (a) All (i) Each "employee benefit plans,plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, deferred compensation, stock option, employment, severance, change in control or other than written agreement relating to employment, fringe benefits or perquisites for current or former employees of DRI or any "multiemployer plan," as defined in Section 3(37)(A) of ERISAits subsidiaries, maintained or contributed to by the Company DRI or any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which subsidiaries at any time during the Company or any of its Subsidiaries may have any material liability seven- calendar year period immediately preceding the date hereof (collectively, the "DRI Employee Benefit Plans")) is listed in Section 4.8(a) of the DRI Disclosure Schedule. (b) With respect to the DRI Employee Benefit Plans, are individually and in compliance the aggregate, no event has occurred and, there exists no condition or set of circumstances, in connection with all applicable provisions which DRI or any of ERISA and the Internal Revenue Code of 1986, as amended its subsidiaries could be subject to any liability that is reasonably likely to have a DRI Material Adverse Effect (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations except liability for benefits claims and funding obligations payable in the ordinary course) under ERISA, the Code or any other applicable law. (c) Each DRI Employee Benefit Plan has been administered in accordance with respect to any Plan, whether or not accrued, contingent or otherwiseits terms, except (a) for any failures to so administer any DRI Employee Benefit Plans as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thatwould not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect. Except DRI, its subsidiaries and all the DRI Employee Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and all other applicable laws and the terms of all applicable collective bargaining agreements as they relate to the DRI Employee Benefit Plans, except for any failures to be in such of the following ascompliance as would not, individually or in the aggregate, have not had and would not reasonably be expected to have a DRI Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension . Each DRI Employee Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under within the meaning of Section 401(a) of the Code is the subject of has received a favorable determination letter from the IRS, IRS and, to the Company's Knowledgeknowledge of DRI, nothing no event has occurred and no condition exists which may could reasonably be expected to result in the revocation of any such determination. (cd) Except as set forth on Section 3.10(c) of the Company Disclosure Schedulefor all equity-based and other awards, the execution vesting and delivery ofexercisability of which will, and performance by their terms, be accelerated as a result of the transactions contemplated inhereunder, this Agreement no employee of DRI will not (either alone be entitled to any additional benefits or upon any acceleration of the occurrence time of payment or vesting of any additional or subsequent events) (i) constitute an event benefits under any DRI Employee Benefit Plan (or related trust), trust or loan that will or may as a result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plan.transactions contemplated by this Agreement. Section IV.9

Employee Matters; ERISA. (a) All (i) "Set forth in Hi/Lo's Disclosure Letter is a true and complete list of all material employee benefit plans," plans maintained or contributed to as defined of the date hereof by Hi/Lo or any of its Subsidiaries covering their present and former employees or directors or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including, but not limited to, any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any deferred compensation, bonuses, stock options, restricted stock plans, incentive compensation, severance or change in control agreements and any other than any material benefit arrangements or payroll practices (collectively, the "multiemployer plan," as defined Hi/Lo Benefit Plans"). (b) Except for contributions and other payments that are not reasonably likely, individually or in Section 3(37)(A) of ERISAthe aggregate, maintained or contributed to have a Material Adverse Effect on Hi/Lo, all contributions and other payments required to be made by the Company Hi/Lo or any of its Subsidiaries and to or under any Hi/Lo Benefit Plan (ii) other plans, agreements or arrangements relating to compensation or employee benefits any person pursuant to which the Company terms thereof) have been made or the amount of such payment or contribution obligation has been reflected in the Hi/Lo SEC Reports. (c) Each of the Hi/Lo Benefit Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the "IRS") as to such qualified status. (d) Except as described in any of its Subsidiaries may have any material liability (collectivelythe Hi/Lo SEC Reports filed prior to the date of this Agreement, the "Plans"), all Hi/Lo Benefit Plans are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company Hi/Lo and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Hi/Lo Benefit Plan, whether or not accrued, contingent or otherwise, except (ai) as described in any of the Hi/Lo SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors Discount in Hi/Lo's Disclosure Letter and (bii) for instances of noncompliance non-compliance or liabilities or obligations thatthat are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except Effect on Hi/Lo. (e) With respect to the Hi/Lo Benefit Plans, individually and in the aggregate, no event has occurred and, to Hi/Lo's knowledge, there does not now exist any condition or set of circumstances, that could subject Hi/Lo or any of its Subsidiaries to any material liability arising under ERISA or the Code (including, without limitation, any liability to any such plan or the Pension Benefit Guaranty Corporation (the "PBGC")), or under any indemnity agreement to which Hi/Lo or any of its Subsidiaries is a party, excluding (1) liability for benefit claims and funding obligations payable in the following asordinary course and (2) liabilities that are not reasonably likely, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse EffectEffect on Hi/Lo. (f) Except as disclosed in writing to Discount in Hi/Lo's Disclosure Letter, (x) neither none of the Company nor any trade or business, whether or not incorporated (an Hi/Lo Benefit Plans that are "ERISA Affiliate"), which together with the Company would be deemed a "single employerwelfare plans" within the meaning of Section 414 3(1) of ERISA provides for any retiree benefits other than continuation coverage required to be provided under Section 4980B of the Code or Section 4001(b) Part 6 of Title I of ERISA. (g) Except (i) as contemplated in this Agreement, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company or any ERISA Affiliate of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising ii) as provided in the ordinary coursetermination benefit agreements listed and identified as such in Hi/Lo's Disclosure Letter which are in effect on the date hereof (the "Change of Control Employment Agreements"), and (yiii) no "employee benefit plan" maintained or contributed to by the Company or as described in any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the CodeHi/Lo SEC Reports or (iv) as disclosed in writing to Discount in Hi/Lo's Disclosure Letter, the consummation or announcement of any transaction contemplated by this Agreement will not (whether alone or not waived. As to upon the occurrence of any "multiemployer plan" maintained additional or contributed to by the Company further acts or events) result in any (A) payment (whether of severance pay or otherwise) becoming due from Hi/Lo or any of its Subsidiaries to any officer, employee, former employee or ERISA Affiliate director thereof or to the trustee under any "rabbi trust" or similar arrangement, or (B) benefit under any Hi/Lo Benefit Plan being established or becoming accelerated, vested or payable. Except as disclosed in Hi/Lo's Disclosure Letter or as described in any of the CompanyHi/Lo SEC Reports, neither the Company Hi/Lo nor any ERISA Affiliate has of its Subsidiaries is a party to (A) any Knowledge management, employment, deferred compensation, severance (a) that such plan is not including any payment, right or benefit resulting from a change in substantial compliance control), bonus or other contract for personal services with the applicable provisions of ERISA and the Code; any current or former officer, director or employee (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waivedcharacterized as a plan for purposes of ERISA), (B) any material consulting contract with any person who prior to entering into such contract was a director or officer of Hi/Lo or any of its Subsidiaries, or (C) any plan, agreement, arrangement or understanding similar to any of the items described in clause (A) or (B) of this sentence. (bh) Each Plan which is intended to be qualified under Section 401(a) The consummation or announcement of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions any transaction contemplated in, by this Agreement will not (either alone or upon the occurrence of any additional or subsequent further acts or events) result in the disqualification of any of the Hi/Lo Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Code. (i) constitute an event under Neither Hi/Lo nor any Plan (of its Subsidiaries nor any of their directors, officers, employees or related trust)agents, trust nor any "party in interest" or loan that will or may result "disqualified person," as such terms are defined in any material payment (whether Section 3 of severance pay or otherwise)ERISA and Section 4975 of the Code has, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current Hi/Lo Benefit Plan, engaged in or former employee or director been a party to any "prohibited transaction," as such term is defined in Section 4975 of the Company Code or any subsidiary Section 406 of the CompanyERISA which is not otherwise exempt, or (ii) which could result in the triggering or imposition of any material restrictions either a penalty assessed pursuant to Section 502(i) of ERISA or limitations on the right a tax imposed by Section 4975 of the Company Code or any which could constitute a breach of its Subsidiaries fiduciary duty, in each case applicable to amend or terminate any PlanHi/Lo and which is reasonably likely to have a Material Adverse Effect on Hi/Lo.

Employee Matters; ERISA. (a) All (i) "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974Neither Xando nor any Subsidiary thereof maintains or contributes to, as amended ("ERISA"), other than or has any "multiemployer plan," as defined in Section 3(37)(A) of ERISA, maintained obligation to contribute to or contributed to by the Company or has any of its Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectivelyincluding a liability arising out of an indemnification, the "Plans")guarantee, are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities hold harmless or obligations (other than liabilities and obligations for benefits payable in the ordinary coursesimilar agreement) with respect to any Plan. Each such Plan is identified in the Xando Disclosure Letter to the extent applicable, as one or more of the following: an "employee pension plan" (as defined in Section 3(2) of ERISA) or an "employee welfare plan" (as defined in Section 3(1) of ERISA). With respect to each Plan, true and complete copies of the following have been provided to Cosi: the plan document or agreement or, with respect to any Plan that is not in writing, a written description of the terms thereof; the trust agreement, insurance contract or other documentation of any related funding arrangement; the summary plan description; the most recent required IRS Form 5500, including all schedules thereto; the most recent actuarial valuation report, financial statements and trust report; any communication to or from any Governmental Entity, including a written description of any oral communication; any individual award agreement; and all amendments or modifications to any such document. Neither Xando nor any Subsidiary thereof has made any plan or commitment, whether legally binding or not accruednot, contingent to create any additional Plans or otherwiseto amend or modify any existing Plan in a manner that would increase the benefits provided to any employee or former employee, except (a) as described consultant or director of Xando or any Subsidiary thereof. With respect to each Plan for which financial statements are required by ERISA, there has been no material adverse change in any the financial status of such Plan since the date of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and most recent such statements. (b) Neither Xando nor any Subsidiary thereof has incurred or will incur, either directly or indirectly (including as a result of an indemnification obligation) any liability under or pursuant to any provision of Title I or IV of ERISA, the penalty, excise tax or joint and several liability provisions of the Code and, to the knowledge of Xando, no event, transaction or condition has occurred, exists or is expected to occur which could reasonably be expected to result in any liability to Xando or any Subsidiary thereof. (c) Each Plan has been operated and administered and is in compliance with all applicable law except for instances of noncompliance or liabilities or obligations any failures that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or result in the aggregate, have not had and would not reasonably be expected any liability to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied liability under Title IV of ERISA and no conditions exist that could reasonably be expected to present a risk to the Company Xando or any ERISA Affiliate of incurring any such liability Subsidiary thereof. (other than liability for premiums d) No Plan is subject to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. As to any The Xando Disclosure Letter identifies each Plan that is a "multiemployer plan" maintained within the meaning of Section 4001(a)(3) of ERISA and, with respect to each such Plan, if Xando or contributed (to the extent applicable) one of its Subsidiaries were to withdraw completely from each such Plan as of the Closing Date, no liability would be incurred by such persons as a result of such withdrawal pursuant to Section 4201 and 4203 of ERISA. (e) With respect to each Plan, (i) all payments due from Xando or any Subsidiary thereof to date have been timely made; (ii) each such Plan which is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of the Company Code has received a favorable determination letter from the IRS with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and, to the knowledge of Xando, nothing has occurred since the date of such letter that has adversely affected or is likely to adversely affect such qualification or exemption; (iii) there are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of Xando, threatened with respect to such Plan or against the assets of such Plan and (iv) Xando or, if applicable, its Subsidiary has complied with, and such Plan conforms in form and operation to, all applicable laws and regulations, including ERISA and the Code, in all material respects. (f) The consummation of the transactions contemplated by this Agreement (alone or together with any other event) will not (i) accelerate the time of payment or vesting, or increase the amount, of any compensation due from Xando or one of its Subsidiaries to any Person under any Plan or otherwise, (ii) entitle any Person to any benefit under any Plan or otherwise or (iii) result in the payment or series of payments by Xando or any Subsidiary thereof to any person of any "excess parachute payment" within the meaning of Section 280G of the Code, or any other payment which would not be deductible for federal income tax purposes under the Code, determined without regard to the exclusion for reasonable compensation for services rendered. No payment made to any employee or former employee of Xando or any Subsidiary thereof will be nondeductible by reason of Section 162(m) of the Code. (g) Neither Xando nor any Subsidiary thereof has any liability with respect to an obligation to provide benefits, including death or medical benefits (whether or not insured). with respect to any Person beyond his or her retirement or other termination of service other than (i) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the Code, (ii) retirement or death benefits under any employee pension plan, (iii) disability benefits under any employee welfare plan that have been fully provided for by insurance or otherwise, (iv) deferred compensation benefits accrued as liabilities on the books of Xando or any Subsidiary thereof, or (v) benefits in the nature of severance pay. (h) Neither Xando nor any Subsidiary thereof is a party to any collective bargaining agreements. There are no labor unions or other organizations representing, purporting to represent or attempting to represent, any employee of Xando or any Subsidiary thereof. (i) No unfair labor practice charge or complaint, work stoppage, slowdown, lockout or labor strike against Xando or any Subsidiary thereof by its respective employees is pending or, to the knowledge of Xando, threatened. (j) Neither Xando nor any of its Subsidiaries is involved in or, to Xando's knowledge, threatened with any labor dispute, grievance, arbitration or ERISA Affiliate union organizing activity involving any employee of Xando or any Subsidiary thereof. (k) There are no complaints, charges or claims against Xando or any Subsidiary thereof pending, or to the knowledge of Xando threatened, based on, arising out of, in connection with or otherwise relating to the employment (or termination of employment) of any individual, including any claim relating to employment discrimination, equal pay, employee safety and health, wages and hours or workers' compensation. (l) Neither Xando nor any Subsidiary thereof has violated any statute, law, ordinance, rule or regulation, or any order, ruling, decree, judgment or arbitration award of any court, arbitrator or governmental agency regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor-related matters, including laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to discrimination, employee/independent contractor classification, fair labor standards and occupational health and safety (including, without limitation the Fair Labor Standards Act of 1938, as amended), wrongful discharge or violation of the Companypersonal rights of employees, neither former employees or prospective employees such that the Company foregoing, when taken alone or together with any other violation or violations, could reasonably be expected to result in any liability to Xando or any Subsidiary thereof. (m) Neither Xando nor any ERISA Affiliate Subsidiary thereof has any Knowledge (a) that such plan is not in substantial compliance material liability, whether absolute or contingent, including any obligation under any employee benefit plans with the applicable provisions respect to any misclassification of ERISA a person as an independent contractor rather than as an employee and the Code; no individual has been treated by Xando or (b) that such plan has incurred an any Subsidiary of Xando as a "accumulated funding deficiencyleased employee" (within the meaning of Section 302 of ERISA or Section 412 414(n) of the Code) whether or not waived). (b) Each Plan which is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and, to the Company's Knowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination. (c) Except as set forth on Section 3.10(c) of the Company Disclosure Schedule, the execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company or any subsidiary of the Company, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company or any of its Subsidiaries to amend or terminate any Plan.

Employee Matters; ERISA. Except as set forth in Section 3.22 of the Company Disclosure Letter: (a) All (iSection 3.22(a) "of the Company Disclosure Letter contains a true and complete list of each written material employee benefit plans," as defined plan, policy or agreement covering employees, former employees or directors of any of the Companies or the Subsidiaries or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity, including without limitation any employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than and any "multiemployer plan," as defined employment, retention, severance or change in Section 3(37)(A) of ERISAcontrol agreement, in each case that is sponsored, maintained or contributed to or required to be contributed to by the Company Companies or any of its the Subsidiaries and (ii) other plans, agreements or arrangements relating to compensation or employee benefits pursuant to which the Company or any of its Subsidiaries may have any material liability (collectively, the "Plans"), are in compliance with all applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor by any trade or business, whether or not incorporated (an "ERISA Affiliate")) that, which together with either Patriot or Wyndham or any of the Company Subsidiaries, would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISAERISA (collectively, the "Benefit Plans"). Other than as set forth in Section 3.22(a) of the Company Disclosure Letter, since December 31, 1997, there have been no new plans adopted nor changes, additions or modification to any Benefit Plan. As of the date hereof, none of the Companies or the Subsidiaries has incurred any unsatisfied liability under Title IV plans to adopt, change, add or modify any Benefit Plan. (b) All material contributions and other payments required to have been made by any of ERISA and no conditions exist that could reasonably be expected the Companies or any of the Subsidiaries to present a risk any Benefit Plan (or to any person pursuant to the Company terms thereof) have been made or any ERISA Affiliate the amount of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising payment or contribution obligation has been reflected in the ordinary course), and financial statements in the Third Quarter 10-Q. (yc) no Each of the Benefit Plans intended to be "employee benefit planqualified" maintained or contributed to by the Company or any ERISA Affiliate, other than a "multiemployer plan" as defined in Section 3(37)(A) of ERISA, has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA 401(a) or Section 412 of the Code) whether or not waived. As to any "multiemployer plan" maintained or contributed to by the Company or any of its Subsidiaries or ERISA Affiliate of the Company, neither the Company nor any ERISA Affiliate has any Knowledge (a) that such plan is not in substantial compliance with the applicable provisions of ERISA and the Code; or (b) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each Plan which is intended to be qualified under Section 401(a501(c)(9) of the Code is has been determined by the subject of a favorable determination letter from the IRSIRS to be so qualified, and, to the Company's Knowledge, nothing has occurred which may and no circumstances exist that could reasonably be expected to result in the revocation of any such determination. Each of the Companies and the Subsidiaries and any ERISA Affiliate is in compliance in all material respects with, and each of the Benefit Plans is and has been operated in all material respects in compliance with, all applicable laws, rules and regulations governing such plan, including, without limitation, ERISA and the Code. Each Benefit Plan intended to provide for the deferral of income, the reduction of salary or other compensation, or to afford other income tax benefits, complies with the requirements of the applicable provisions of the Code or other laws, rules and regulations required to provide such income tax benefits. No prohibited transactions (as defined in Section 406 or 407 of ERISA or Section 4975 of the Code) have occurred for which a statutory exemption is not available with respect to any Benefit Plan, and which could give rise to liability on the part of the Companies, any of the Subsidiaries, any ERISA Affiliate, any Benefit Plan, or any fiduciary, party in interest or disqualified person with respect thereto that would be material to either of the Companies or would be material to either of the Companies if it were its liability. (cd) Except With respect to the Benefit Plans, individually and in the aggregate, no event has occurred, there does not now exist any condition or set of circumstances, that could subject the Companies, any of the Subsidiaries or any ERISA Affiliate to any material liability arising under the Code, ERISA or any other applicable law, or under any indemnity agreement to which the Companies, any of the Subsidiaries or any ERISA Affiliate is a party, excluding liability relating to benefit claims and funding obligations payable in the ordinary course. (e) Other than continuation coverage required to be provided under Section 4980B of the Code or Part 6 of Title I of ERISA or otherwise as set forth on provided by state law, none of the Benefit Plans that are "welfare plans," within the meaning of Section 3.10(c3(1) of ERISA, provides for any benefits with respect to current or former employees for periods extending beyond their retirement or other termination of service (f) All amounts payable under the Company Disclosure Schedule, the execution and delivery of, and performance Benefit Plans are deductible for federal income tax purposes. The consummation of the transactions contemplated inby the Transaction Documents will not, this Agreement will not (either alone or upon in combination with another event undertaken by any of the occurrence of any additional Companies or subsequent events) the Subsidiaries prior to the date hereof, (i) constitute an event under any Plan (or related trust), trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to entitle any current or former employee employee, agent, independent contractor or director officer of the Company Companies or their subsidiaries to severance pay, unemployment compensation or any subsidiary other payment, (ii) accelerate the time of payment or vesting or increase the Companyamount of compensation due any such employee, officer, agent or independent contractor, or (iiiii) result constitute a "change in the triggering or imposition of control" under any material restrictions or limitations on the right Benefit Plan, and each of the Company or any of its Companies and the Subsidiaries has taken all required actions to amend or terminate any Planeffect the foregoing.

Employee Matters; ERISA. (a) All The Parent Disclosure Letter lists all employee pension benefit plans (i) "employee benefit plans," as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), other than any "multiemployer plan," all employee welfare benefit plans (as defined in Section 3(37)(A3(1) of ERISA), maintained all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other or contributed to by the Company similar material fringe or any of its Subsidiaries and (ii) other employee benefit plans, programs or arrangements, all consulting agreements with former officers and directors of Parent and all employment, termination, change-in-control or arrangements relating to compensation or employee benefits severance agreements, in each case, pursuant to which the Company Parent or any of its Subsidiaries may have any liability material liability to Parent and its Subsidiaries, taken as a whole (collectivelytogether, the "Parent Employee Plans"), excluding, however, employee benefit plans that are in compliance with all applicable provisions primarily subject to the laws of ERISA and any jurisdiction outside the Internal Revenue Code of 1986, United States. (b) Except as amended (the "Code"), and the Company and its Subsidiaries do not have any liabilities or obligations (other than liabilities and obligations for benefits payable disclosed in the ordinary course) with respect to any Plan, whether or not accrued, contingent or otherwise, except (a) as described in any of the Parent SEC Reports filed prior to the date hereof or previously disclosed in writing to the Investors and (b) for instances of noncompliance or liabilities or obligations thathereof, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Except such of the following as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (x) neither the Company nor any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of Section 414 of the Code or Section 4001(b) of ERISA, has incurred any unsatisfied no material liability under Title IV of ERISA and no conditions exist that could has been or is reasonably be expected to present a risk to be incurred by the Company Parent or any ERISA Affiliate Subsidiary of incurring any such liability (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), and (y) no "employee benefit plan" maintained or contributed to by the Company Parent or any entity which is considered a single employer with the Parent or any Subsidiary of the Parent under Section 4001(a)(15) of ERISA or Section 414 of the Code (a "Parent ERISA Affiliate"), other than liabilities for premium payments to the PBGC and liabilities that have previously been satisfied. (c) Except as disclosed in the Parent SEC Reports filed prior to the date of this Agreement, none of the Parent Employee Plans promises or provides retiree medical or other retiree welfare benefits to any person, other than health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, and none of the Parent Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37)(A3(37) of ERISA. Except as set forth in the Parent SEC Reports filed prior to the date of this Agreement and except, has incurred an "accumulated funding deficiency" in the aggregate, as would not have, or reasonably be expected to have, a Parent Material Adverse Effect, (within the meaning of i) no party in interest or disqualified person (as defined in Section 302 3(14) of ERISA or and Section 412 4975 of the Code) whether or not waived. As has at any time engaged in a transaction with respect to any "multiemployer plan" maintained or contributed to by the Company Parent Employee Plan which could subject Parent or any of its Subsidiaries Parent ERISA Affiliate, directly or indirectly, to any tax, penalty or other liability for prohibited transactions under ERISA Affiliate or Section 4975 of the Company, neither Code; (ii) no fiduciary of any Parent Employee Plan has breached any of the Company nor any ERISA Affiliate has any Knowledge responsibilities or obligations imposed upon fiduciaries under Title I of ERISA; (aiii) that such plan is not all Parent Employee Plans have been established and maintained substantially in substantial accordance with their terms and have operated in compliance with the requirements of applicable provisions law, and Parent and its Subsidiaries have performed all obligations required to be performed by them under and are not in default under or in violation of ERISA and the Codeany of Parent Employee Plans; or (biv) that such plan has incurred an "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code) whether or not waived. (b) Each each Parent Employee Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, is the subject of a favorable determination letter from the IRS, and, to the CompanyParent's Knowledgeknowledge, nothing has occurred which may reasonably be expected to result in the revocation of such determination; (v) all contributions required to be made with respect to any Parent Employee Plan pursuant to Section 412 of the Code and Section 302 of ERISA, or pursuant to the terms of Parent Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (vi) with respect to each Parent Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30 day notice requirement has been waived under the regulations to Section 4043 of ERISA) has occurred for which there is any outstanding liability to Parent or any Parent ERISA Affiliate, nor would the execution, delivery or consummation of the transactions contemplated hereby constitute a reportable event for which the 30-day requirement has not been waived; and (vii) no Parent Employee Plan is under audit or investigation by the IRS, the Department of Labor or the PBGC nor, to the knowledge of Parent, is any such audit or investigation threatened. (cd) Except The Parent Disclosure Letter sets forth a true and complete list of each current or former officer or director of Parent or any of its Subsidiaries who holds (i) any Parent Option as set forth on Section 3.10(c) of the Company Disclosure Scheduledate of this Agreement, together with the number of shares of Parent Common Stock subject to such option, the exercise price of such option, the vested and unvested portion of such option, whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of (e) The PBGC has not notified Parent regarding the institution of proceedings to terminate any Parent Employee Plan that is subject to Title IV of ERISA (each, a "Parent Defined Benefit Plan"). The Parent Defined Benefit Plans have no accumulated or waived funding deficiencies within the meaning of Section 412 of the Code nor have any extensions of any amortization period within the meaning of Section 412 of the Code or 302 of ERISA been applied for with respect thereto. (f) To the knowledge of Parent, all employee benefit plans of Parent and any of its Subsidiaries that are primarily subject to the laws of any jurisdiction outside of the United States have been maintained in compliance with all applicable law (including, if they are intended to qualify for special tax treatment, applicable tax laws), except for noncompliance that would not individually or in the aggregate have a Parent Material Adverse Effect. (g) The execution and delivery of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Plan (or related trust)Parent Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee or director of the Company Parent or any subsidiary Subsidiary of the CompanyParent, or (ii) result in the triggering or imposition of any material restrictions or limitations on the right of the Company Parent or any Subsidiary of its Subsidiaries Parent to amend or terminate any Parent Employee Plan. No payment or benefit which is required to be paid or distributed, prior to or after the Closing, by Parent, the Company, the Parent Surviving Corporation or any of their respective Subsidiaries under any Parent Employee Plan or any other plan, program or arrangement of Parent to any current or former employee of Parent or any Subsidiary of Parent will be characterized as an "excess parachute payment," within the meaning of Section 280G(b)(1) of the Code.