Common use of Employee Matters; ERISA Clause in Contracts

Employee Matters; ERISA. (a) Set forth on Schedule 4.11 hereto is a true and complete list of all employee benefit 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 incentive compensation, stock options, restricted stock, stock purchase or other equity-based, severance or change in control, salary continuation, tuition assistance, disability, leave of absence plans, policies or agreements, and all employment, consulting, management or other individual compensation agreements with respect to any current or former employee of Brekford or any of its Brekford ERISA Affiliates, which in each case Brekford or any of its Brekford ERISA Affiliates has any obligation or liability, contingent or otherwise (collectively, the “Brekford Benefit Plans“). (b) All contributions and other payments required to be made by Brekford or any Brekford ERISA Affiliate to or under any Brekford Benefit Plan (or to any person pursuant to the terms thereof) have been timely made in accordance with applicable law. No Brekford Benefit Plan is subject to Section 412 of the Code or Section 302 of ERISA. (c) Each of the Brekford 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 the knowledge of Brekford or any Brekford ERISA Affiliate, no circumstances exist that could reasonably be expected by Brekford or any Brekford ERISA Affiliate to result in the revocation of any such determination. Brekford is in compliance with, and each of the Brekford Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code. (d) Brekford has made available to the Company with respect to each Brekford Benefit Plan a true, correct and complete copy of each of the following documents where applicable (i) such plan, summary plan description and summary of material modifications, (ii) the most recent annual report filed with the IRS, (iii) each related trust agreement, (iv) the most recent determination of the IRS with respect to the qualification under any provision of the Code and (v) the most recent IRS Form 5500 and actuarial report or valuation. (e) Except as set forth on Schedule 4.11 hereto, 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 any (i) payment (whether of severance pay or otherwise) becoming due from Brekford or any Brekford ERISA Affiliate to any current or 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 Brekford Benefit Plan, or (iii) disqualification of any of the Brekford 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. (f) Neither Brekford nor any of its Brekford ERISA Affiliates has incurred, and neither 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 Brekford Benefit Plan. Neither Brekford nor any Brekford ERISA Affiliate 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). (g) There are no pending or, to the knowledge of Brekford or any Brekford ERISA Affiliate, threatened actions, claims or proceedings against any Brekford Benefit Plan or its assets, plan sponsor, plan administrator or fiduciaries with respect to the operation of such plan (other than routine benefit claims).

Employee Matters; ERISA. (a) Set forth on Schedule 4.11 hereto is a true and complete list of all employee benefit 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 incentive compensation, stock options, restricted stock, stock purchase or other equity-based, severance or change in control, salary continuation, tuition assistance, disability, leave of absence plans, policies or agreements, and all employment, consulting, management or other individual compensation agreements with respect to any current or former employee of Brekford or any of its Brekford ERISA Affiliates, which in each case Brekford or any of its Brekford ERISA Affiliates has any obligation or liability, contingent or otherwise (collectively, the “Brekford Benefit Plans“”). (b) All contributions and other payments required to be made by Brekford or any Brekford ERISA Affiliate to or under any Brekford Benefit Plan (or to any person pursuant to the terms thereof) have been timely made in accordance with applicable law. No Brekford Benefit Plan is subject to Section 412 of the Code or Section 302 of ERISA. (c) Each of the Brekford 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 the knowledge of Brekford or any Brekford ERISA Affiliate, no circumstances exist that could reasonably be expected by Brekford or any Brekford ERISA Affiliate to result in the revocation of any such determination. Brekford is in compliance with, and each of the Brekford Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code. (d) Brekford has made available to the Company with respect to each Brekford Benefit Plan a true, correct and complete copy of each of the following documents where applicable (i) such plan, summary plan description and summary of material modifications, (ii) the most recent annual report filed with the IRS, (iii) each related trust agreement, (iv) the most recent determination of the IRS with respect to the qualification under any provision of the Code and (v) the most recent IRS Form 5500 and actuarial report or valuation. (e) Except as set forth on Schedule 4.11 hereto, 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 any (i) payment (whether of severance pay or otherwise) becoming due from Brekford or any Brekford ERISA Affiliate to any current or 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 Brekford Benefit Plan, or (iii) disqualification of any of the Brekford 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. (f) Neither Brekford nor any of its Brekford ERISA Affiliates has incurred, and neither 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 Brekford Benefit Plan. Neither Brekford nor any Brekford ERISA Affiliate 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). (g) There are no pending or, to the knowledge of Brekford or any Brekford ERISA Affiliate, threatened actions, claims or proceedings against any Brekford Benefit Plan or its assets, plan sponsor, plan administrator or fiduciaries with respect to the operation of such plan (other than routine benefit claims).

Employee Matters; ERISA. (a) Set forth on Schedule 4.11 hereto is a true and complete list of all employee benefit 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 incentive compensation, stock options, restricted stock, stock purchase or other equity-based, severance or change in control, salary continuation, tuition assistance, disability, leave of absence plans, policies or agreements, and all employment, consulting, management or other individual compensation agreements with respect to any current or former employee of Brekford or any of its Brekford ERISA Affiliates, which in each case Brekford or any of its Brekford ERISA Affiliates has any obligation or liability, contingent or otherwise (collectively, the “Brekford Benefit Plans“”). (b) All contributions and other payments required to be made by Brekford or any Brekford ERISA Affiliate to or under any Brekford Benefit Plan (or to any person pursuant to the terms thereof) have been timely made in accordance with applicable law. No Brekford Benefit Plan is subject to Section 412 of the Code or Section 302 of ERISA. (c) Each of the Brekford 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 the knowledge of Brekford or any Brekford ERISA Affiliate, no circumstances exist that could reasonably be expected by Brekford or any Brekford ERISA Affiliate to result in the revocation of any such determination. Brekford is in compliance with, and each of the Brekford Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code.. Table of Contents (d) Brekford has made available to the Company with respect to each Brekford Benefit Plan a true, correct and complete copy of each of the following documents where applicable (i) such plan, summary plan description and summary of material modifications, (ii) the most recent annual report filed with the IRS, (iii) each related trust agreement, (iv) the most recent determination of the IRS with respect to the qualification under any provision of the Code and (v) the most recent IRS Form 5500 and actuarial report or valuation. (e) Except as set forth on Schedule 4.11 hereto, 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 any (i) payment (whether of severance pay or otherwise) becoming due from Brekford or any Brekford ERISA Affiliate to any current or 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 Brekford Benefit Plan, or (iii) disqualification of any of the Brekford 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. (f) Neither Brekford nor any of its Brekford ERISA Affiliates has incurred, and neither 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 Brekford Benefit Plan. Neither Brekford nor any Brekford ERISA Affiliate 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). (g) There are no pending or, to the knowledge of Brekford or any Brekford ERISA Affiliate, threatened actions, claims or proceedings against any Brekford Benefit Plan or its assets, plan sponsor, plan administrator or fiduciaries with respect to the operation of such plan (other than routine benefit claims).

Employee Matters; ERISA. (a) Set forth on Schedule 4.11 hereto is a true and complete list of all Each "employee benefit plans within the meaning of plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), all bonus, deferred compensation, bonus share option or other incentive compensationwritten agreement relating to employment or fringe benefits for employees, stock optionsleased employees, restricted stockformer employees, stock purchase officers or other equity-based, severance or change in control, salary continuation, tuition assistance, disability, leave directors of absence plans, policies or agreements, and all employment, consulting, management or other individual compensation agreements with respect to any current or former employee of Brekford the Company or any of its Brekford ERISA Affiliates, subsidiaries ("Company Personnel") or which in each case Brekford provides benefits as of the date hereof to Company Personnel or pursuant to which the Company or any of its Brekford ERISA Affiliates subsidiaries has or could reasonably be expected to have any obligation or liability, contingent or otherwise liability (collectively, the “Brekford "Company Employee Benefit Plans“). (b") All contributions and other payments required to be made by Brekford or any Brekford ERISA Affiliate to or under any Brekford is listed in Schedule 4.10(a) of the Company Disclosure Schedule. Each Company Employee Benefit Plan (or to any person pursuant to the terms thereof) have is in material compliance with applicable law, and has been timely made administered and operated in all material respects in accordance with applicable lawits terms. No Brekford Each Company Employee Benefit Plan which is subject to Section 412 of the Code or Section 302 of ERISA. (c) Each of the Brekford Benefit Plans intended to be “qualified” qualified within the meaning of Section 401(a) of the Code has been determined by received a favorable determination letter from the Internal Revenue Service (the “IRS”) IRS as to be so qualified, such qualification and, to the knowledge of Brekford or any Brekford ERISA Affiliatethe Company, no circumstances exist that event has occurred and no condition exists which could reasonably be expected by Brekford or any Brekford ERISA Affiliate to result in the revocation of any such determination. Brekford is in compliance with, and each of the Brekford Benefit Plans is and has been operated in compliance with, all applicable Legal Requirements governing such plan, including, without limitation, ERISA and the Code. (db) Brekford has made available to the Company with respect to each Brekford Benefit Plan a true, Complete and correct and complete copy of each copies of the following documents where applicable have been made available to Parent as of the date of this Agreement: (i) such all Company Employee Benefit Plans (or in each case of an unwritten plan, summary plan a written description thereof) and summary of material modificationsany related trust agreements or insurance contracts, (ii) the most recent annual report filed with the IRScurrent summary descriptions of each Company Employee Benefit Plan subject to ERISA, (iii) the most recent Form 5500s and Schedules thereto for each related trust agreementCompany Employee Benefit Plan subject to such reporting, (iv) the most recent determination of the IRS with respect to the qualification under qualified status of any provision of the Code and Company Employee Benefit Plan, (v) the most recent IRS Form 5500 accountings with respect to each Company Employee Benefit Plan funded through a trust and (vi) the most recent actuarial report of the qualified actuary of each Company Employee Benefit Plan with respect to which actuarial valuations are conducted. (c) Except as set forth in Schedule 4.10(c) of the Company Disclosure Schedule, none of the Company, any of its subsidiaries or valuationany other entity required to be aggregated with the Company or any of its subsidiaries under Section 4.14(b) or (c) of the Code (the "Controlled Group") has, within the five-year period preceding the date of this Agreement, at any time contributed to any "multiemployer plan," as that term is defined in Section 4001 of ERISA. (d) Except as disclosed on Section 4.10(d) of the Company Disclosure Schedule, as of the date hereof, there are no actions, suits or claims pending or, to the Company's knowledge, threatened (other than routine claims for benefits in the ordinary course) with respect to any Company Employee Benefit Plan. No event has occurred, and to the knowledge of the Company there exists no condition or set of circumstances in connection with any Company Employee Benefit Plan, under which the Company or any subsidiary, directly or indirectly (through any indemnification agreement or otherwise), could be subject to any liability under ERISA, the Code or any other applicable law which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (e) None of the Company, any of its subsidiaries or any member of the Controlled Group has incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC") or otherwise under Title IV of ERISA (other than the payment of premiums none of which are overdue) that has not been satisfied in full and no event or condition exists or has existed which could reasonably be expected to result in any such material liability. As of the date of this Agreement, no "reportable event" within the meaning of Section 4043 of ERISA has occurred with respect to any Company Employee Benefit Plan that is a defined benefit plan under Section 3(35) of ERISA. (f) Full payment has been made of all material amounts which the Company or any affiliate thereof was required under the terms of Company Employee Benefit Plans to have paid as contributions to such plans with respect to periods prior to the date hereof (excluding any amounts not yet due) or there has been an accrual on the books and records of the Company with respect to any such amounts and none of the Company, any of its subsidiaries or any member of the Controlled Group (including for this purpose any entities required to be aggregated under Section 414(m) or (o) of the Code) has incurred or reasonably expects to incur any "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code, whether or not waived. Other than the Employees Retirement Plan of Elizabethtown Water Company ("Pension Plan"), no Company Employee Benefit Plan is subject to Section 412 of the Code or Title IV of ERISA. (g) Neither the Company nor any other person, including any fiduciary, has engaged in any "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA), which could subject any of the Company Employee Benefit Plans (or their trusts), the Company, any of its subsidiaries or any other person who the Company or any of its subsidiaries has an obligation to indemnify, to any material tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. (h) Except as set forth in Section 4.10(h) of the Company Disclosure Schedule, the events contemplated by this Agreement (either alone or together with any other event) will not (w) entitle any Company Personnel to severance pay, unemployment compensation, or other similar payments under any Company Employee Benefit Plan, (x) accelerate the time of payment or vesting or increase the amount of benefits due under any Company Employee Benefit Plan or compensation to any Company Personnel, (y) result in any payments (including parachute payments) under any Company Employee Benefit Plan or law becoming due to any Company Personnel, or (z) terminate or modify or give a third party a right to terminate or modify the provisions or terms of any Company Employee Benefit Plan. (i) Except as set forth on Schedule 4.11 heretoSection 4.10(i) of the Company Disclosure Schedule, the consummation Company has reserved the right to amend, terminate or announcement of modify at any transaction contemplated by this Agreement will not either alone time, with respect to Company Personnel, any plan or upon the occurrence of any additional arrangement providing for post-employment health or further acts or events) result in any (i) payment (whether of severance pay or otherwise) becoming due from Brekford or any Brekford ERISA Affiliate to any current or 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 Brekford Benefit Plan, or (iii) disqualification of any of the Brekford Benefit Plans intended to be qualified under, result in a prohibited transaction or breach of fiduciary duty under, or otherwise violate, ERISA or the Codelife insurance coverage. (fj) Neither Brekford nor All collective bargaining agreements and other contracts with labor unions to which the Company or any of its Brekford ERISA Affiliates subsidiaries is a party are described on Section 4.10(j) of the Company Disclosure Schedule. Except as set forth on such Section 4.10(j), no labor organization or group of employees of the Company or any of its subsidiaries has incurredmade a pending demand for recognition or certification, and neither 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 Brekford Benefit Plan. Neither Brekford nor any Brekford ERISA Affiliate 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). (g) There there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Brekford the Company, threatened to be brought or filed, with the National Labor Relations Board or any Brekford ERISA Affiliateother labor relations tribunal or authority. Except as set forth in Schedule 4.10(j) of the Company Disclosure Schedule, there are no organizing activities, strikes, work stoppages, slowdowns, lockouts, arbitrations or grievances, or other labor disputes pending or, to the knowledge of the Company, threatened actionsagainst or involving the Company or any of its subsidiaries which could reasonably be expected to have a Company Material Adverse Effect. Each of the Company and its subsidiaries is in compliance with all applicable laws and collective bargaining agreements respecting employment and employment practices, claims or proceedings against any Brekford Benefit Plan or its assetsterms and conditions of employment, plan sponsorwages and hours and occupational safety and health, plan administrator or fiduciaries with respect except for non-compliances which in the aggregate could not reasonably be expected to the operation of such plan (other than routine benefit claims)have a Company Material Adverse Effect.