Common use of Employee Plans Clause in Contracts

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (a) Schedule 4.20(a) sets forth: (i) Disclosed all “employee benefit plans”, as defined in the Vitran Disclosure Letter are Section 3(3) of ERISA, and all material written employee benefitbenefit programs, welfarepolicies, supplemental unemployment benefitarrangements or payroll practices, bonusincluding, pensionwithout limitation, profit sharingany such programs, tax equalizationpolicies, executive compensationarrangements or payroll practices providing severance pay, current or sick leave, vacation pay, salary continuation, disability, retirement benefits, deferred compensation, bonus pay, incentive compensationpay, stock equity or equity-based compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuationmedical insurance, legallife insurance, health cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or other medicaltuition reimbursements, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by Parent or any Governmental Entity sponsoredof its Subsidiaries or to which Parent or any of its Subsidiaries is obligated to contribute thereunder for current or former employees of Parent and its Subsidiaries (the “Parent Employee Benefit Plans”), and (ii) all “employee pension plans”, as defined in Section 3(2) of ERISA, maintained or contributed to or required to be contributed to sponsored by Vitran Parent or any trade or business (whether or not incorporated) which is under control or treated as a single employer with Parent under Section 414(b), (c), (m), or (o) of the Vitran Subsidiaries for the benefit of its Employees Code (a “Parent ERISA Affiliate”) or former Employees and their dependents or beneficiaries to which Vitran Parent or any of the Vitran Subsidiaries participates Parent ERISA Affiliate has contributed or has any actual or potential liability or obligations, other than plans established pursuant been obligated to statute contribute thereunder (collectively the “Employee Parent Pension Plans”). (iib) Vitran has True, correct and complete copies of the following documents, with respect to each of the Parent Employee Benefit Plans and Parent Pension Plans, have been made available to Purchaser copies the Company, to the extent applicable: (i) all plans and related trust documents, and amendments thereto; (ii) Forms 5500 filed for the three most recent plan years; (iii) the most recent IRS determination letter; (iv) the most recent summary plan descriptions, annual reports and material modifications; (v) the most recent actuarial report, if any; and (vi) written descriptions of all non-written agreements relating to the Parent Employee Plans and all booklets and manuals prepared for, and circulated toBenefit Plans. In addition, the Employees most recent financial statements and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided actuarial valuations for the Parent Pension Plans have been made available to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinCompany. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vic) None of the Parent Employee Benefit Plans provides post-retirement benefits or Parent Pension Plans is a multiemployer plan, as defined in Section 3(37) of ERISA (“Parent Multiemployer Plan”) or subject to Title IV of ERISA or in respect Section 412 of the Employees Code. Parent has not incurred any liability due to a complete or partial withdrawal from a multiemployer plan or due to the termination or reorganization of a multiemployer plan (except for any former Employees such liability that has been satisfied in full), and no events have occurred and no circumstance exists, to the Knowledge of Parent, that would reasonably be expected to result in any liability to Parent or to or in respect of the beneficiaries of such Employees and former Employeesa Parent ERISA Affiliate. (viid) All data necessary Each Parent Pension Plan that is intended to administer each Employee Plan qualify under Section 401 of the Code has received a determination letter from the IRS, or can rely on an opinion letter, that it so qualifies and that the trust is in exempt from taxation under Section 501 of the possession Code, and to the Knowledge of Vitran and is in a form sufficient for Parent, nothing has occurred since the proper administrationdate of determination that would reasonably be expected to cause the loss of such qualification or exemption or the imposition of any material liability, in all material respects, of each Employee Planpenalty or tax under ERISA or the Code. (viiie) Vitran and/or All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, Parent Employee Benefit Plans or terminate, in whole Parent Pension Plans or by law (without regard to any waivers granted under Section 412 of the Code) to any funds or trusts established thereunder or in part, each Employee Plan, subject only to approvals required connection therewith have been made by Lawsthe due date thereof (including any valid extension). (ixf) All contributions To the Knowledge of Parent, there has been no material violation of ERISA or premiums the Code with respect to the filing of applicable reports, documents and notices regarding the Parent Employee Benefit Plans or Parent Pension Plans with the Secretary of Labor or the Secretary of the Treasury or the furnishing of required reports, documents or notices to be made by Vitran the participants or beneficiaries of the Parent Employee Benefit Plans or Parent Pension Plans. (g) Except as set forth on Schedule 4.20(g), there are no pending actions, claims or lawsuits which have been asserted or instituted against the Parent Employee Benefit Plans or Parent Pension Plans, the assets of any Vitran Subsidiary of the trusts under such plans or the terms plan sponsor or the plan administrator, or against any fiduciary of each the Parent Employee Benefit Plans or Parent Pension Plans with respect to the operation or administration of such plans or the investment of plan assets (other than routine benefit claims), nor does Parent have Knowledge of facts which could form the basis for any such claim or lawsuit. No Parent Employee Benefit Plan or Parent Pension Plan has been the subject of an audit, investigation or examination by Laws any Governmental Entity to the Knowledge of Parent. (h) The Parent Employee Benefit Plans have been mademaintained, in all material respects, in a timely fashion in accordance with Laws their terms and with all provisions of ERISA and the terms Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. None of Parent, its Subsidiaries, or, to the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as Knowledge of the Effective Date will not haveParent, any actual “party in interest” or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) “disqualified person” with respect to any the Parent Employee Benefit Plans or Parent Pension Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA or 4975 of the Employee PlansCode pursuant to which the tax or penalty could be material. All liabilities of Vitran Except as set forth on Schedule 4.20(h), no stock or other security issued by Parent or any Vitran Subsidiary (whether accrued, absolute, contingent Affiliate forms or otherwise) related to all has formed a part of the assets of any Parent Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of VitranBenefit Plan or Parent Pension Plan. (xi) As None of the date hereof, no Parent Employee Plan, nor Benefit Plans provide retiree life or retiree health benefits except as may be required under COBRA or any related trust similar state or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effectlocal law. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xiij) Except as disclosed in the Vitran Disclosure Letterset forth on Schedule 4.20(j) hereto, neither the execution and delivery of this Agreement and nor the completion consummation of the Arrangement and the other Transactions transactions contemplated hereby will not (will, either alone or in conjunction together with any additional or the occurrence of subsequent events, (i) constitute an event increase any benefits otherwise payable under any Parent Employee Benefit Plan that will or may Parent Pension Plan; (ii) result in any material payment (whether the acceleration of severance pay or otherwise), acceleration the time of payment or vesting of benefitsany benefits including, forgiveness of indebtednessbut not limited to, vestingbenefits under any Parent Employee Benefit Plan, distribution, restriction on funds, increase in benefits Parent Pension Plan or obligation to fund benefits with respect Parent Contract to any Employeecurrent or former employee; or (iii) entitle any current or former employee, officer, director or independent contractor of Parent or any of its Subsidiaries to a payment or benefit that is not deductible by reason of Section 280G of the Code. (xiiik) There exists no liability in connection No Parent Contract, Parent Employee Benefit Plan, warrant or other compensatory or equity-based arrangement with any former benefit plan relating employee, officer or director of Parent contains any provision requiring Parent to the Employees pay on behalf of, or former Employees otherwise reimburse, any such individual for any income or excise taxes due by such individual upon payment of Vitran any benefits by Parent, other than any such obligations as required by applicable laws or any Vitran Subsidiary or their beneficiaries that has terminatedregulations. (l) With respect to each option to purchase Parent Common Stock, and all procedures for termination of (i) each such former benefit plan have beenoption has been granted with an exercise price no lower than “fair market value” (within the meaning of Section 409A of the Code) as of the grant date, in all material respects(ii) the “grant date” of such option, properly followed determined in accordance with applicable tax laws and GAAP, is the terms same grant date as reflected in Parent’s option and/or stock ledger and (iii) such option has been properly expensed by Parent in accordance with GAAP. (m) Each “non qualified deferred compensation plan” (as defined in Section 409(d)(1) of such former benefit plans the Code) of Parent (i) has been operated, since January 1, 2005, in good faith compliance with Section 409A of the Code, IRS Notice 2005-1 and Lawsthe Proposed Regulations and (ii) has not been “materially modified” (within the meaning of IRS Notice 2005-1 or the Proposed Regulations) at any time after October 3, 2004.

Employee Plans. (i) Disclosed in Buyer shall not assume any Employee Plan or any Liabilities with respect thereto, other than to grant credit to each Transferred Employee for all unused vacation leave accrued by such employee as of the Vitran Disclosure Letter are Closing Date to the extent no payments were made with regards to such vacation leave by Sellers. Sellers shall indemnify and hold Buyer and its Affiliates harmless from and against any adverse consequences that Buyer and its Affiliates may suffer resulting from, arising out of or relating to any of Sellers’ Employee Plans. Any expenses and benefits with respect to medical claims incurred by any Transferred Employees or their covered dependents on or before the Closing Date shall be the responsibility of Granite. Buyer shall assume all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other responsibility for the payment of all medical, dental, lifehealth and disability claims of Transferred Employees and their covered dependents (who are eligible for and who enroll in Buyer’s applicable medical, dental, health and disability plans) incurred on or other insurance (whether insured after the Closing Date, subject to the terms of Buyer’s benefit plans extended to Transferred Employees and the coverage elected by such employees. If Transferred Employees or self-insured) plantheir dependents become eligible to participate in a medical, program, agreement dental or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran health plan of Buyer or any of its Affiliates, Buyer shall cause such plan to (a) waive any pre-existing condition limitations for conditions covered under the Vitran Subsidiaries for applicable medical, health or dental Employee Plans (the benefit of its Employees or former “Company Welfare Plans”) and (b) honor any deductible and out-of-pocket expenses incurred by the Transferred Employees and their dependents or and beneficiaries to which Vitran or any under the Company Welfare Plans during the portion of the Vitran Subsidiaries participates or has calendar year preceding the Closing; provided the amount of any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans accumulated deductibles and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature out-of-pocket expenses paid during such period is provided to such Employees and their beneficiaries, describing Buyer by a Seller within ninety (90) days following the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Closing Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are all Seller has made available to Buyer each material written employee benefit, welfare, supplemental unemployment benefitemployment, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchaseseverance, stock option, stock appreciationappreciation right, restricted stock, phantom stock optionstock, savingsperformance unit, severance or termination paypension, retirement, supplementary retirementdeferred compensation, hospitalization insurance, salary continuation, legal, health welfare or other medicalemployee benefit agreement, dental, life, disability policy or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, arrangement maintained or contributed to to, or required to be contributed to to, by Vitran or any of the Vitran Subsidiaries Seller for the benefit of its Employees any director, officer, employee or former Employees and their dependents or beneficiaries to which Vitran or any employee of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute Business (collectively referred to herein as the “Employee Plans.”) Schedule 2.11(a) sets forth a correct and complete list of all Employee Plans. True, correct and complete copies of all Employee Plans, including amendments thereto, trust agreements and any insurance contracts under which benefits are provided under such Plans, and a description of any such Plan that is not written, have been supplied to Buyer with respect to all Plans included in Assumed Liabilities. Buyer has been provided with a copy of the summary plan description, if any, for each Employee Plan that is an employee benefit plan, as defined in Section 3(3) of Employee Income Security Act of 1974, as amended (“ERISA”). (iib) Vitran Full payment has been made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, amounts that are required under the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All terms of the Employee Plans have, to be paid as contributions with respect to all periods prior to and including the last day of the most recent fiscal year such Employee Plan ended on or before the date of this Agreement and all periods prior to the Closing Date and no accumulated funding deficiency or liquidity shortfall (as defined in Section 302 of ERISA) has been incurred with respect to any such Employee Plan. The funded status of each Employee Plan maintained by Seller is set forth on Schedule 2.11(b). Seller has paid or will pay all material respects, been established, registered, qualified, funded, invested and administered applicable premiums for any insurance contract which funds an Employee Plan for coverage provided through Closing. Seller has remitted all participant contributions on a timely basis to the Employee Plans in accordance with, with applicable law and are regulation. (c) Seller has maintained all of its Employee Plans in good standing under, material compliance with their terms and with all Lawsapplicable provisions of ERISA, the terms Code and state laws. Seller has filed or caused to be filed with the Internal Revenue Service annual reports on Form 5500 for each Employee Plan for all years and periods for which such reports were required and within the time period required by ERISA and the Code. Copies of all such Form 5500 reports required to be filed by Seller for the past three years have been provided to Buyer for any Employee Plans to be assumed by Buyer hereunder. (d) All Employee Plans currently maintained or contributed to by Seller that are intended to be qualified under Section 401(a) of the Code are currently subject to favorable determination letters issued by the Internal Revenue Service with respect to the qualified status of such Employee Plans and with all understandings, written or oral, between Vitran, Plans. There has been no occurrence since the Vitran Subsidiaries and date of any such determination letter that has adversely affected the Employees or former Employeesqualified status of any such Employee Plan. (ive) No material amendments have been made “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, has occurred with respect to any Employee Plan, and, to the knowledge of Seller, no civil or criminal action brought pursuant to Part V, Title I of ERISA is pending or is threatened in writing or orally against any fiduciary of any such Employee Plan. Neither the Internal Revenue Service nor the Department of Labor is currently auditing or reviewing any Employee Plan and no improvements the Seller has not received written notice of any impending audit or review of any such Employee Plan from the Internal Revenue Service or the Department of Labor. (f) Neither the Seller nor any affiliated entity (hereafter referred to as “ERISA Affiliate”) that together with the Seller are deemed a “single employer” within the meaning of Section 4001(a)(14) of ERISA, currently maintain any Employee Plan that is subject to Title IV of ERISA, nor have previously maintained any such Employee Plan within the past five years that has resulted in any liability or potential liability to the Seller or its ERISA Affiliates under said Title IV. (g) Neither the Seller nor its ERISA Affiliates maintain, or has contributed to within the past five years, any multi-employer plan, within the meaning of Section 3(37) or 4001(a)(3) of ERISA. Neither the Seller nor any of its ERISA Affiliates currently has any liability to make withdrawal liability payments to any multi-employer plan. (h) Except as set forth on Schedule 2.11(h), Seller does not maintain any plans or programs providing post-retirement medical, death or other welfare benefits (other than benefits required by law). (i) Each Employee Plan that is a group health plan has been operated in material compliance with the applicable requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA, and Sections 9801 and 9802 of the Code and the regulations thereunder. Seller has not contributed to a non-conforming group health plan, as that term is defined in Section 5000(c) of the Code, or incurred any tax liability under Section 5000(a) of the Code. Each Employee Plan that is a group health plan has been operated in material compliance with the applicable requirements of Section 4980B(f) of the Code and Sections 601 through 608 of ERISA. (j) Seller has not incurred any excise tax liability that has not been satisfied as of the Closing Date with respect to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective DatePlan. (vk) No changes have occurred The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of Seller to the Employee Plans or are expected to occur which would materially affect the actuarial reports severance pay, unemployment compensation, accrued vacation pay, or any similar payment for which Buyer could be liable except as otherwise expressly provided herein, (ii) accelerate the time of payment or vesting or increase the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None amount of the Employee Plans provides post-retirement benefits any compensation to or in respect of any current or former employee of Sellers for which Buyer could be liable, or (iii) result in or satisfy any condition to the Employees payment of compensation to any current or former employee of Seller for which Buyer could be liable that would, in combination with any former Employees or to or other payment, result in respect an “excess parachute payment” within the meaning of Section 280G of the beneficiaries of such Employees Code. The foregoing representations and former Employees. (vii) All data necessary warranties are limited to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject are given and effective only to approvals required by Laws. (ix) All contributions or premiums required the extent related to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been madeBusiness, in all material respectsthe Acquired Assets, in a timely fashion in accordance with Laws and the terms of the Employee Plans, Assumed Liabilities and neither Vitran nor any Vitran Subsidiary has, are null and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or void otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. Other than as disclosed in Section 4.1(hh) of the West Fraser Disclosure Letter: (i) Disclosed in Section 4.1(hh) of the Vitran West Fraser Disclosure Letter are lists all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance Employee Plans of West Fraser (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “West Fraser Employee Plans”). (ii) Vitran West Fraser has forwarded to Norbord or made available to Purchaser Norbord in the West Fraser Data Room true, correct and complete copies of all the West Fraser Employee Plans and all booklets and manuals prepared for, and circulated to, as amended as of the Employees and their beneficiaries concerning each Employee Plandate hereof, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinrelated documentation. (iii) All of the West Fraser Employee Plans have, in all material respects, are and have been established, registered, qualified, funded, administered, communicated and invested and administered in all material respects (x) in accordance withwith applicable Laws and (y) in accordance with their terms. To the knowledge of West Fraser, and are in good standing under, all Laws, no fact or circumstance exists which could adversely affect the terms registered status of any such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former EmployeesPlan. (iv) No material amendments All contributions, premiums or taxes required to be made or paid by West Fraser under the terms of each West Fraser Employee Plan or by applicable Laws have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Datein a timely fashion. (v) No changes All obligations in respect of each West Fraser Employee Plan have occurred to been properly accrued and reflected in the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran SubsidiariesWest Fraser Financial Statements. (vi) None West Fraser has not approved or announced any change in employee participation, coverage, or benefits provided under, any West Fraser Employee Plan which would increase materially the expense of maintaining such plan above the level of the Employee Plans provides post-retirement benefits to or in respect of expense incurred therefor for the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employeesmost recent fiscal year. (vii) All data necessary to administer each There are no unfunded liabilities in respect of any West Fraser Employee Plan which provides pension benefits, superannuation benefits or retirement savings, including any “registered pension plans” as that term is defined in the possession of Vitran and is in a form sufficient for the proper administrationTax Act, in all material respectsor any supplemental pension plans (including going concern unfunded liabilities, of each Employee Plansolvency deficiencies or wind-up deficiencies, where applicable). (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amendOther than routine claims for benefits, modifyno West Fraser Employee Plan is subject to any pending action, varyinvestigation, reviseexamination, revokeclaim (including claims for income taxes, interest, penalties, fines or terminateexcise taxes) or any other proceeding initiated by any Person, in whole and there exists no state of facts which could reasonably be expected to give rise to any such action, investigation, examination, claim or in part, each Employee Plan, subject only to approvals required by Lawsother proceeding. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, Other than as disclosed in all material respects, in a timely fashion in accordance with Laws and the terms Section 4.1(hh) of the Employee PlansWest Fraser Disclosure Letter and excluding pension plan benefits, and neither Vitran nor any Vitran Subsidiary has, and as none of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all West Fraser Employee Plans haveprovide for retiree or post-termination life insurance, in all material respectshealth or other benefits to retired or terminated employees or to the beneficiaries or dependents of retired or terminated employees, been disclosed in accordance with GAAP in the financial statements of Vitranexcept as required by Law. (x) As Subject to the requirements of the date hereofLaws, no provision of any West Fraser Employee Plan or of any agreement, and no act or omission of West Fraser in any way limits, impairs, modifies or otherwise affects the right of West Fraser to unilaterally amend or terminate any West Fraser Benefit Plan, nor and no commitments to improve or otherwise amend any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, West Fraser Benefit Plan have Material Adverse Effectbeen made. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits Other than with respect to the West Fraser, Inc. Pension Plan, including each component defined-benefit pension plan merged within and into it, neither West Fraser nor any Employee. of its ERISA Affiliates currently contributes to or is obligated to contribute to, or has in the past six plan years contributed or been obligated to contribute to, any “employee pension benefit plan,” as defined in Section 3(2) of ERISA, subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, including a “multiemployer plan,” as defined in Section 3(37) of ERISA. With respect to the West Fraser, Inc. Pension Plan, including each component defined-benefit pension plan merged within and into it: (xiiia) There exists there does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived, or any liability under Section 4971 of the Code; (b) the fair market value of the assets of such plan equals or exceeds the actuarial present value of all accrued benefits under such plan (whether or not vested, each as determined under the assumptions and valuation method of the latest actuarial valuation of such plan); (c) no liability in connection with any former benefit plan relating or contingent liability (including liability pursuant to the Employees Section 4069 of ERISA) under Title IV of ERISA has been or former Employees of Vitran is reasonably expected to be incurred by West Fraser or any Vitran Subsidiary ERISA Affiliate and (d) no failure to satisfy the “minimum funding standards” within the meaning of Section 302 of ERISA and Section 412 of the Code (whether or their beneficiaries that not waived) has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsoccurred.

Employee Plans. (i) Disclosed Except as listed in Schedule 3.1(jj), neither the Vitran Disclosure Letter Vendors nor the Group have or are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current subject to any present or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance future obligation or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including liability under any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any Employee Plan out of the Vitran Subsidiaries for Ordinary Course. Schedule 3.1(jj) also lists the benefit of its Employees or former Employees general policies, procedures and their dependents or beneficiaries work-related rules in effect with respect to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligationsEmployees, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, whether written or oral, between Vitranincluding but not limited to, policies regarding holidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. Schedule 3.1(jj) describes in reasonable detail any Incentive Plan that will not be terminated prior to Closing including, without limitation, the Vitran Subsidiaries name and the Employees job title of any person entitled to compensation under such Incentive Plan if such compensation may reasonably be expected to be in excess of $10,000 per annum. No replacements, changes or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised promised. Complete and correct copies of all such Employee Plans and all related documents or, where such Employee Plans are oral commitments, written summaries of the terms thereof, have been provided to the Purchaser prior to the date hereof. (ii) All obligations to be performed at or prior to the Closing Date respecting each Employee Plan (including, without limitation, those respecting the making or payment of contributions or premiums, as applicable) have been performed in accordance with the relevant terms of each plan and all Law, and no amendments Governmental Charges are owing or improvements eligible under any Employee Plan. All Employee Plans required to be funded are fully funded, and the funds in such plans are and have been invested, in accordance with the relevant terms of each plan and all Law, and, in the case of Pension Plans, if applicable, are fully funded on a going concern basis and solvency basis in accordance with generally accepted actuarial principles and actuarial methods and assumptions contained in the most recent actuarial report of the plan based on actuarial assumptions which are appropriate to the applicable employees. To the knowledge of the Vendors and Covenantors, the data respecting each Employee Plan is correct and complete in all material respects and is sufficient for the proper administration of each Employee Plan. There has been no partial or full wind-up of any Employee Plan will be made and no event has occurred which would entitle any Person to partially or promised by Vitran fully wind-up, or require the partial or full winding-up of, any Employee Plan, or which could adversely affect the tax status of the Vitran Subsidiaries prior to the Effective Date. (v) any Employee Plan. No changes have occurred (other than general economic or financial market changes) since the date of the most recent actuarial report provided to the Purchaser in respect of such pension plans which makes such report misleading in any material respect. No funds have been withdrawn, and no application to withdraw funds has been made, by the Vendors in the Group from any Employee Plans. (iii) To the knowledge of the Vendors and Covenantors, except for claims provided in Schedule 3.1(r), there are no pending claims by any Employee or former employee covered under the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (person which allege a breach of fiduciary duties or violation of Law or which may result in liability to the Vendors or the Group and, to the knowledge of the Vendors and the Covenantors there is no basis for such a claim. There are no participants or other than routine claims for benefits) which would, if not decided individuals entitled to participate in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan other than current or former employees, directors or officers of the Vendors or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Group. Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwiseSchedule 3.1(jj), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists there are no liability in connection with any former benefit plan relating to the Employees or former Employees employees or Contractors of Vitran the Vendors or the Group who are receiving from the Vendors or the Group any Vitran Subsidiary pension or their beneficiaries that has terminatedretirement payments, and all procedures or who are entitled to receive any such payments, not covered by a Pension Plan to which the Vendors or the Group are a party. No Employee Plan provides benefits to retirees or provides for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsretroactive changes or premium increases.

Employee Plans. (ia) Disclosed in As used herein, “Plans” collectively refers to all “employee benefit plans” within the Vitran Disclosure Letter are meaning of Section 3(3) of ERISA, whether or not subject to ERISA, and all material written employee benefit, welfare, supplemental unemployment benefit, other bonus, pension, profit sharing, tax equalization, executive compensation, current pension, provident fund or retirement benefit, severance, savings, deferred compensation, incentive compensationfringe benefit, stock compensationinsurance, stock purchasewelfare, post-retirement health or welfare benefit, health, life, stock option, stock appreciationpurchase, restricted stock, phantom stock optionstock, savingstuition refund, severance or termination service award, company car, scholarship, relocation, disability, accident, sick pay, retirementsick leave, supplementary retirementaccrued leave, hospitalization insurancevacation, salary continuationholiday, legaltermination, health unemployment, individual employment, consulting, executive compensation, incentive, commission, retention, change in control, non-competition, or other medicalbenefit plans, dentalagreements, lifepolicies, disability trust funds, or other insurance arrangements (whether written or unwritten, insured or self-insured) planestablished, programmaintained, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to (or required with respect to be contributed which any obligation to contribute has been undertaken) by Vitran the Company on behalf of any employee, officer, director, or consultant of the Company (whether current, former or retired) or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents dependents, spouses, or beneficiaries to or under which Vitran the Company has or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will would reasonably be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or incur any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absoluteliability, contingent or otherwise. Schedule 5.18(a) related to all Employee Plans have, in sets forth an accurate and complete list of all material respects, Plans. True and complete copies of each Plan (or written descriptions of all material terms of any unwritten Plan) have been disclosed in accordance with GAAP in made available to the financial statements of Vitran. (x) As of Buyer prior to the date hereof, no Employee . With respect to each Plan, nor any related the Sellers have also furnished to the Buyer, as applicable: (i) a copy of each trust or other funding medium thereunderarrangement, is subject to any pending(ii) each summary plan description and summary of material modifications, threatened or anticipated investigation(iii) the two (2) most recently filed IRS Form 5500s, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims iv) the most recently received IRS determination letter for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of each such Employee Plan, Laws and all applicable agreements. (xiiv) Except as disclosed the most recently prepared actuarial report and financial statements in the Vitran Disclosure Letterconnection with each such Plan. The Company does not have any express or implied commitment (A) to create, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits incur liability with respect to or cause to exist any Employeeother employee benefit plan, program or arrangement, (B) to enter into any contract to provide compensation or benefits to any individual or (C) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed Section C-24(a) of the Corporation Disclosure Letter lists all Employee Plans. The Corporation has provided to the Purchaser in the Vitran Data Room true and correct copies or summaries of all such Employee Plans, as amended. Other than entitlements provided under the Employee Plans listed in Section C-24(a) of the Corporation Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangementLetter, including any continuation of benefits under such plans which Employee Plans on termination of service, there are sponsored no arrangements or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries agreements for the benefit of directors or former directors of the Corporation or any of its Subsidiaries, Corporation Employees or former Corporation Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively type described in the definition of “Employee Plans”). (iib) Vitran has made available to Purchaser copies Except as disclosed in Section C-24(b) of all Employee Plans and all booklets and manuals prepared forthe Corporation Disclosure Letter, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such no Employee Plan referred is or is intended to thereinbe a “registered pension plan”, a “retirement compensation arrangement”, a “deferred profit sharing plan”, a “registered retirement savings plan”, a “tax-free savings account” or a “pooled registered pension plan” as such terms are defined under the Tax Act. Except as disclosed in Section C-24(b) of the Corporation Disclosure Letter, no Employee Plan contains a “defined benefit provision” as such term is defined under the Tax Act. (iiic) All of the Each Employee Plans have, in all material respects, Plan is and has been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. funded (ivwhere required) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationand, in all material respects, administered in accordance with applicable Law and in accordance with its terms. To the knowledge of each the Corporation, no fact or circumstance exists which could adversely affect the registered status of any such Employee PlanPlan which is required to be registered. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ixd) All contributions contributions, premiums or premiums taxes required to be made or paid by Vitran the Corporation or any Vitran Subsidiary of its Subsidiaries, as the case may be, under the terms of each Employee Plan or by Laws applicable Law have been made, in all material respects, made in a timely fashion in accordance with Laws and fashion. (e) There are no Actions pending or, to the terms knowledge of the Employee PlansCorporation or its Subsidiaries, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) threatened with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which wouldand to the knowledge of the Corporation or its Subsidiaries, if not decided no event has occurred or circumstances exists that could result in Vitran’s favour, individually or a proceeding that could reasonably be expected to result in the aggregate, have a Material Adverse Effect. (xif) Except as disclosed in Section C-24(f) of the Corporation Disclosure Letter, no insurance policy or any other agreement with respect to any Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments due under such insurance policy or agreement. (g) No Employee Plan is subject to any investigation, examination or other proceeding, or Action initiated by any Governmental Entity and, to the knowledge of the Corporation, there exists no state of facts which after notice or lapse of time or both would reasonably be expected to give rise to any such Action or to affect the registration of any Employee Plan required to be registered. (h) Except as disclosed in Section C-24(h) of the Corporation Disclosure Letter, none of the Employee Plans provide retiree or post-termination benefits or benefits to retired or terminated employees or to the beneficiaries or dependents of retired or terminated employees. (i) All employee data necessary to administer each Employee Plan in accordance with its terms and conditions and all applicable Laws is in possession of the Corporation and its Subsidiaries and such data are true, complete and correct in all material respects. (j) Other than as contemplated by this Agreement or except as disclosed in Section C-24(j) of the Corporation Disclosure Letter, the execution and delivery of, and performance by the Corporation of this Agreement and the consummation of the transactions contemplated by it will not: (i) accelerate the time of payment or vesting under any Employee Plan; (ii) result in an obligation to fund (through a trust or otherwise) any compensation or benefits under any Employee Plan; (iii) increase any amount payable under any Employee Plan; or (iv) result in the acceleration of any other material obligation pursuant to any Employee Plan. (k) Except as disclosed in Section C-24(k) of the Corporation Disclosure Letter, only directors or former directors of the Corporation and its Subsidiaries and Corporation Employees or former Corporation Employees (or any spouses, dependents, survivors or beneficiaries of any such Corporation Employees or former Corporation Employees) are entitled to participate in the Employee Plans and no entity other than the Corporation and its Subsidiaries is a participating employer under any Employee Plan. (l) No event has occurred and there has been no failure to act on the part of either the Corporation or a trustee or administrator of any Employee Plan that could subject the Corporation, such trustee or administrator of the Employee Plan to the imposition of any Tax, penalty, penalty Tax or other liability, whether by way of indemnity or otherwise. (m) There have been no withdrawals, improper withdrawals or improper applications or transfers of funds or assets to or from any Employee Plan within the past two years. (n) Other than the Jointly Sponsored Pension Plan, the Corporation does not contribute and is not required to contribute to any multi-employer or jointly-sponsored pension or benefit plan and none of the trusts Employee Plans is a multi-employer pension plan. (o) With respect to the participation by the Corporation and its Subsidiaries in the Jointly Sponsored Pension Plan: (i) No Corporation Employee or former Corporation Employee is or has at any time been a trustee of the Jointly Sponsored Pension Plan. (ii) All contributions, premiums and taxes required to be made by the Corporation or any of its Subsidiaries, as the case may be, under the terms of the Jointly Sponsored Pension Plan or by applicable Laws, have been made in a timely fashion. (iii) There has been no failure to act on the part of the Corporation, in relation to the participation of the Corporation or any of its Subsidiaries in the Jointly Sponsored Pension Plan, that could subject the Corporation or any of its Subsidiaries to the imposition of any Tax, penalty, penalty Tax or other funding media relating thereto except liability, whether by way of indemnity or otherwise. (iv) There have been no withdrawals or improper applications or transfers of funds or assets to or from the Jointly Sponsored Pension Plan by either the Corporation or any of its Subsidiaries. (v) All employee data necessary to administer the Corporation’s participation in, and contributions to, the Jointly Sponsored Pension Plan in accordance with the its terms of such Employee Plan, Laws and conditions and all applicable agreements. (xii) Except as disclosed Laws is in the Vitran Disclosure Letter, the execution of this Agreement and the completion possession of the Arrangement Corporation and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise)its Subsidiaries and such data are true, acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, complete and all procedures for termination of each such former benefit plan have been, correct in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 4.17 identifies each retirement, welfarepension, supplemental unemployment pension benefit, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementinsurance, supplementary retirementmedical, hospitalization insurancehospital, dental, vision care, drug, sick leave, disability, salary continuation, legallegal benefits, health unemployment benefits, vacation, pay equity, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured employee benefit which is maintained, or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or otherwise contributed to or required to be contributed to to, by Vitran or any of the Vitran Subsidiaries Vendor for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran . Each Employee Plan has been maintained, administered, invested and funded in material compliance with its terms and with the requirements prescribed by any and all Applicable Law that are applicable to such Employee Plan. The Vendor has made available to the Purchaser summaries or current and complete copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, as they relate to the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (ivb) No All material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any obligations of the Vitran Subsidiaries prior Vendor required to the Effective Date. (v) No changes have occurred to be performed in connection with the Employee Plans or are expected and funding media established therefor up to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws date hereof have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plansperformed, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual there are no outstanding defaults or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated violations by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) party thereto. There have been no withdrawals, applications or transfers of assets from any Employee Plan Plans or the trusts or other funding media relating thereto except thereto. (c) All required contributions and/or premiums to be made under the Employee Plans have been fully paid to the date hereof in a timely fashion in accordance with the terms of such that Employee Plan, Laws Plan and all applicable agreementsApplicable Law, and no taxes, penalties or fees are owing or exigible under any Employee Plans. (xiid) Except as disclosed There are no outstanding actions, suits or claims pending or, to the knowledge of the Vendor, threatened concerning the assets held in the Vitran Disclosure Letterfunding media for the Employee Plans (other than routine claims for the payment of benefits submitted by members or beneficiaries in the normal course), and there is no litigation, legal action, suit, investigation, claim, counterclaim or proceeding pending or, to the execution of this Agreement and the completion knowledge of the Arrangement and Vendor, threatened against any of the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any EmployeePlans. (xiiie) There exists no liability in connection with any former benefit plan relating No written or oral promises have been made to the Employees to establish new employee plans or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with to increase the terms of such former benefit plans and Lawsbenefits under the existing Employee Plans.

Employee Plans. (ia) Disclosed Schedule 5.22(a) sets forth all “employee benefit plans,” as defined in the Vitran Disclosure Letter are Section 3(3) of ERISA, and all material written employee benefitother plans, welfarepolicies and agreements providing severance pay, supplemental unemployment benefitsick leave, bonusvacation pay, pensionsalary continuation, profit sharingretirement benefits, tax equalization, executive compensation, current or deferred compensation, bonus pay, incentive compensationpay, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirementoptions, hospitalization insurance, salary continuationmedical insurance, legallife insurance, health cafeteria benefits, dependent care reimbursements, prepaid legal benefits, scholarships or other medicaltuition reimbursements, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran the Sellers or any of the Vitran their Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran the Sellers or any of their Subsidiaries is obligated to contribute thereunder for current or former employees of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute Business (collectively the “Employee Seller Benefit Plans”). (iib) Vitran has True, correct and complete copies of the Seller Benefit Plans, have been made available or delivered to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinBuyer. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vic) None of the Employee Seller Benefit Plans provides post-retirement benefits is a “defined benefit plan”, as defined in Section 3(35) of ERISA. Neither any Seller nor any ERISA Affiliate has ever maintained or contributed to, or ever been obligated to or contribute to a defined benefit plan, and no event has occurred with respect to any defined benefit plan that would reasonably be expected to result in respect of any material liability to the Employees Sellers or any former Employees or to or in respect of the beneficiaries of such Employees and former EmployeesERISA Affiliate. (viid) All data necessary None of the Seller Benefit Plans is a “multiemployer plan”, as defined in Section 3(37) of ERISA. Neither any Seller nor any ERISA Affiliate has ever contributed to, or ever been obligated to administer each Employee Plan is contribute to, a multiemployer plan, and no event has occurred with respect to any multiemployer plan that would reasonably be expected to result in any material liability to the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee PlanSellers or any ERISA Affiliate. (viiie) Vitran and/or All contributions (including all employer contributions and employee salary reduction contributions) and all premiums required to have been paid under any of the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, Seller Benefit Plans or terminate, in whole by law to any funds or trusts established thereunder or in part, each Employee Plan, subject only connection therewith have been made by the due date thereof (including any valid extension) except for any instances of noncompliance that would not reasonably be expected to approvals required by Lawsresult in any material liability to the Sellers or any ERISA Affiliate. (ixf) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under Except as set forth on Schedule 5.22(f), the terms of each Employee Plan or by Laws Seller Benefit Plans have been mademaintained, in all material respects, in a timely fashion in accordance with Laws their terms and with all provisions of ERISA, the terms of the Employee Plans, Code and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitranapplicable laws. (xg) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, Neither the execution and delivery of this Agreement and nor the completion consummation of the Arrangement and the other Transactions transactions contemplated hereby will not (will, either alone or in conjunction with as a prerequisite to the occurrence of any additional or subsequent eventsevent: (i) constitute an event under any Employee Plan that will or may result in any material payment becoming due to any employees of the Business; (whether ii) increase any benefits otherwise payable under any Seller Benefit Plan; (iii) result in the acceleration of severance pay or otherwise), acceleration the time of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase any benefits under any Seller Benefit Plan; or (iv) constitute a “change in benefits control” or obligation to fund benefits with respect to similar event under any EmployeeSeller Benefit Plan. (xiiih) There exists no liability in connection with any former benefit plan relating None of the Seller Benefit Plans is subject to the Employees or former Employees laws of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with jurisdiction other than the terms of such former benefit plans and LawsUnited States.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are The Data Room contains all material written employee benefithealth, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalizationoption, executive compensationinsurance, current or deferred compensationincentive, incentive compensation, stock deferred compensation, stock share purchase, stock optionshare compensation, stock appreciationdisability, phantom stock optionpension or supplemental retirement plans and other material employee or director compensation or benefit plans, savingspolicies, severance trusts, funds, agreements or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health arrangements for the benefit of directors or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran former directors of the Company or any of the Vitran Subsidiaries for the benefit of its Material Subsidiaries, Company Employees or former Employees and their dependents Company Employees, which are maintained by or beneficiaries to which Vitran binding upon the Company or any of the Vitran Material Subsidiaries participates or in respect of which the Company or any of the Material Subsidiaries has any actual or potential liability or obligations(collectively, other than plans established pursuant to statute (collectively the “Employee Plans”"EMPLOYEE PLANS"). (ii) Vitran has made available to Purchaser copies All of the Employee Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all Applicable Laws, and in accordance with their terms, the terms of the material documents that support such Employee Plans and all booklets and manuals prepared forthe terms of agreements between the Company and/or any of the Material Subsidiaries, as the case may be, and circulated totheir respective employees and former employees who are members of, or beneficiaries under, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinPlans. (iii) All current obligations of the Company or any of the Material Subsidiaries regarding the Employee Plans have, have been satisfied in all material respects. All contributions, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written premiums or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made taxes required to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised paid by Vitran the Company or any of the Vitran Subsidiaries prior to Material Subsidiaries, as the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationcase may be, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Applicable Laws in respect of the Employee Plans have been made, in all material respects, made in a timely fashion in accordance with Applicable Laws in all material respects and in accordance with the terms of the applicable Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee PlansPlan. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no currently outstanding notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by the Company or any of the Material Subsidiaries from any applicable Governmental Authority in respect of any Employee PlanPlan that is a pension or retirement plan. (iv) To the knowledge of the Company, nor any related trust or other funding medium thereunder, no Employee Plan is subject to any pending, threatened or anticipated pending investigation, examination or other legal proceeding, action or claim initiated by any Governmental Entity Authority, or by any other Person party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which wouldafter notice or lapse of time or both would reasonably be expected to give rise to any such investigation, if not decided in Vitran’s favourexamination or other proceeding, individually action or in claim or to affect the aggregate, have Material Adverse Effectregistration or qualification of any Employee Plan required to be registered or qualified. (xiv) There To the knowledge of the Company, no event has occurred regarding any Employee Plan that would entitle any Person (without the consent of the Company) to wind-up or terminate any Employee Plan, in whole or in part, or which could reasonably be expected to adversely affect the tax status thereof. (vi) The Company has not received any payments of surplus out of any Employee Plan and there have been no withdrawals, applications improper withdrawals or transfers of assets from any Employee Plan other than such payments, withdrawals or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreementstransfers which would not have a Material Adverse Effect. (xiivii) There are no material unfunded liabilities in respect of any Employee Plan that is a registered pension plan (as defined under the Tax Act), including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable. (viii) Except as disclosed provided in the Vitran Disclosure Letterthis Agreement, the execution of this Agreement and or the completion consummation of any of the Arrangement and the other Transactions transactions contemplated hereby in this Agreement will not not: (either alone or in conjunction with any additional or subsequent eventsA) constitute an event under any Employee Plan that will or may result in any material payment (whether including, without limitation, bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming due or payable to any of severance pay the Company Employees or otherwise), to any former employee of the Company or of any of its Subsidiaries; (B) materially increase the compensation or benefits otherwise payable to any of the Company Employees or any former employee of the Company or any of its Subsidiaries; (C) entitle any Company Employee to any job security or similar benefit; or (D) result in the acceleration of the time of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in any material benefits or obligation to fund benefits with respect entitlements otherwise available pursuant to any EmployeeEmployee Plan (except for outstanding Options, RSUs and DSUs). (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (i) Disclosed in the Vitran The GAA Disclosure Letter are contains a true and complete list of all material written employee benefitGAA, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees ProMed CA and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “ProMed Asset Employee Plans”).. Complete copies of all material GAA, ProMed CA and ProMed Asset Employee Plans including, but not limited to, any material trust instruments, insurance contracts and all amendments thereto have been provided to FCR or GG, as applicable; (ii) Vitran has made available GAA, ProMed CA, ProMed Asset and their respective Subsidiaries have no material liability for life, health, medical or other welfare benefits to Purchaser copies of all Employee Plans and all booklets and manuals prepared forformer employees or beneficiaries or dependents thereof, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies there has been no communication to employees by GAA or any of all written communications of a general nature provided its Subsidiaries which would reasonably be interpreted to promise or guarantee such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein.employees retiree health or life insurance or other retiree death benefits; (iii) All of No GAA, ProMed CA or ProMed Asset Employee Plan is a “registered pension plan” as such term is defined in the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees.Tax Act; (iv) No Each GAA, ProMed CA and ProMed Asset Employee Plan has been operated in all material amendments respects in accordance with its terms and any contributions required to be made under each GAA, ProMed CA and ProMed Asset Employee Plan, as of the date hereof, have been timely made to any and all obligations in respect of each GAA Employee Plan have been properly accrued and no improvements reflected in the audited consolidated financial statements for GAA as at and for the fiscal year ended on December 31, 2011, including the notes thereto and the report by GAA’s auditors thereon. All contributions required to be made by GAA or any GAA Subsidiary to any Employee Plan have been promised and made; (v) There has been no amendments or improvements to any Employee Plan will be made or promised amendment to, announcement by Vitran GAA or any of the Vitran GAA Subsidiaries prior to the Effective Date. (v) No changes have occurred to the relating to, or change in employee participation or coverage under, any GAA or ProMed Employee Plans or are expected to occur Plan which would increase materially affect the actuarial reports expense of maintaining such plan above the level of the expense incurred therefor for the fiscal year ended December 31, 2011. Neither the execution of this Agreement, nor the consummation of the Arrangement will: (A) entitle any employees of GAA, ProMed CA, ProMed Asset or any of their Subsidiaries to severance pay or any increase in severance pay upon any termination of employment after the financial information relevant date hereof; (B) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the GAA or ProMed Employee Plans; or (C) limit or restrict the right of GAA, ProMed CA or ProMed Asset or, after the consummation of the Arrangement, GG or FCR, as applicable, to Vitran merge, amend or terminate any of the Vitran Subsidiaries.GAA, ProMed CA or ProMed Asset Employee Plans, as applicable; (vi) None There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or, to the knowledge of GAA, threatened involving any Employee Plans provides post-retirement benefits to Plan or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees.its assets; and (vii) All data necessary to administer each To the knowledge of GAA, no event has occurred respecting any GAA or ProMed Employee Plan is which would result in the possession revocation of Vitran and is in a form sufficient for the proper administrationregistration of such Employee Plan or entitle any Person (without consent of GAA, in all material respectsProMed CA, ProMed Asset, or any of each their respective Subsidiaries) to wind up or terminate any Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only or which could otherwise reasonably be expected to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or adversely affect the tax status of any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.;

Employee Plans. (ia) Disclosed in Section 3.10(a) of the Vitran Disclosure Letter are Schedules lists all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Benefit Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies PEO Plans as of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (vb) No changes have occurred Employee Benefit Plan or PEO Plan is a Multiemployer Plan or a plan that is subject to the Employee Plans Title IV of ERISA or are expected to occur which would materially affect the actuarial reports or any Section 412 of the financial information relevant Code, and no Employee Benefit Plan or PEO Plan provides health or other welfare benefits to Vitran or the Vitran Subsidiariesformer employees of a Group Company other than health continuation coverage pursuant to COBRA. (vic) None Each Employee Benefit Plan and, to the knowledge of the Employee Plans provides post-retirement benefits to or Sellers, PEO Plan, has been maintained, funded and administered in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, compliance in all material respectsrespects with its terms and the applicable requirements of ERISA, the Code and any other applicable Laws, except where any failure to comply would not result in a material liability to the Group Companies, taken as a whole. Each Employee Benefit Plan and PEO Plan that is intended to be qualified under Section 401(a) of each the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Employee Benefit Plan or PEO Plan and, to the knowledge of Sellers, there are no facts or circumstances that would be reasonably likely to adversely affect the qualified status of any such Employee Benefit Plan or PEO Plan. (viiid) Vitran and/or No Group Company is a “benefit plan investor” within the Vitran Subsidiaries may unilaterally amendmeaning of Section 3(42) of ERISA, modify, vary, revise, revoke, and no Group Company has engaged in any non-exempt prohibited transactions (within the meaning of Section 406 of ERISA or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms Section 4975 of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective DateCode) with respect to any of Employee Benefit Plan or PEO Plan that would be reasonably likely to subject the Employee Plans. All liabilities of Vitran Group Companies, taken as a whole, to any material Tax or any Vitran Subsidiary penalty (whether accrued, absolute, contingent civil or otherwise) related to all Employee Plans haveimposed by ERISA, in all material respects, been disclosed in accordance with GAAP in the financial statements of VitranCode or other applicable Laws. (xe) As With respect to each Employee Benefit Plan, Sellers have made available to Buyer copies, to the extent applicable, of (i) the current plan and trust documents and the most recent summary plan description, (ii) the most recent annual report (Form 5500 series), (iii) the most recent financial statements, and (iv) the most recent Internal Revenue Service determination letter. With respect to each PEO Plan, Sellers have made available to Buyer a summary of the date hereofPEO Plans provided by the PEO to Sellers. (f) With respect to each Employee Benefit Plan and, no Employee to the knowledge of Sellers, PEO Plan, nor any related trust or other funding medium thereunder(i) there are no actions, is subject to any pendingsuits, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person claims (other than routine claims for routine benefits) which wouldor disputes pending, if not decided in Vitran’s favouror to the knowledge of Sellers, individually threatened and (ii) there are no audits, inquiries, reviews, claims or in the aggregate, have Material Adverse Effectdemands pending with any Governmental Entity. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xiig) Except as disclosed in expressly contemplated by this Agreement or as set forth on Section 3.10(g) of the Vitran Disclosure LetterSchedules, neither the execution and delivery of this Agreement and nor the completion consummation of the Arrangement and the other Transactions transactions contemplated hereby by this Agreement will not (either alone or in conjunction combination with any additional other event) (i) result in any payment becoming due to any officer, employee, independent contractor or subsequent eventsdirector of any of the Group Companies, (ii) constitute an event increase any payments or benefits otherwise payable under any Employee Benefit Plan that will or may PEO Plan, (iii) result in the acceleration of the time of payment, funding or vesting of any payments or benefits under any Employee Benefit Plan or PEO Plan or (iv) result in any material payment “parachute payment” as defined in Section 280(G)(b)(2) of the Code (whether or not such payment is considered to be reasonably compensation for services rendered) which would not be deductible under Section 280G of severance the Code. There is no Contract, plan or other arrangement which requires any Group Company to pay or otherwise)a Tax gross-up, acceleration of indemnification payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits reimbursement for Taxes under Code Section 409A or obligation to fund benefits with respect to any EmployeeCode Section 4999. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are Schedule 2.16 hereto, sets forth a true, complete, up to date and accurate list of all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-self insured) plan, program, agreement or arrangement, including any such plans which are sponsored and every other written or maintained by any Governmental Entity oral benefit plan, program, agreement or arrangement sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries Corporations for the benefit of its Employees their employees or former Employees employees and their dependents dependants or beneficiaries at any time in the last five years or as provided by any collective agreement to which Vitran or any of the Vitran Subsidiaries participates Corporations is a party or has by which it is, or was at any time in the last five years, bound or with respect to which the Corporations participate or have any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (iib) Vitran has True, correct, up to date and complete copies of all the Employee Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof together with all related documentation including, current and past documents and all amendments thereto, including annuity contracts, trust agreements, investment management agreements, funding agreements, actuarial reports, funding and financial information returns and statements, current asset valuations, collective agreements, copies of material correspondence with all Authorities with respect to each Employee Plan and plan summaries, employee booklets and personnel manuals have been provided or made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinPurchaser. (iiic) All of the Employee Plans have, in all material respects, have been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Lawsapplicable Regulations, the terms of such Employee Plans and in accordance with all understandings, written or oral, between Vitran, the Vitran Subsidiaries Corporations and the Employees their employees or former Employeesemployees. (ivd) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments Taxes, penalties or improvements to any Employee Plan will be made fees are owing or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary eligible under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (xe) As of the date hereof, no No Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceedingClaim, initiated by any Governmental Entity Authority or by any other Person (other than routine claims for benefits) ), and there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if not decided in Vitran’s favour, individually examination or in other legal proceeding or to affect the aggregate, have Material Adverse Effectregistration of any Employee Plan required to be registered. (xif) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the The execution of this Agreement and the completion of the Arrangement and the other Transactions transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employeeemployee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (a) Schedule 4.12(a) sets forth a true, correct and complete list of: (i) Disclosed all "employee benefit plans," as defined in Section 3(3) of ERISA (the Vitran Disclosure Letter are "IOI BENEFIT PLANS"); (ii) all material written employee benefitemployees, welfareconsultants, supplemental unemployment benefitindependent contractors and leased employees of the IOI Companies; and (iii) all employment, bonusconsulting, pensiontermination, profit sharingseverance, tax equalizationchange of control, executive individual compensation or indemnification agreements, and all bonus or other incentive compensation, current or deferred compensation, incentive compensationsalary continuation, disability, severance, stock compensation, stock purchaseaward, stock option, stock appreciationpurchase, phantom stock optioneducational assistance, savingslegal assistance, severance club membership, discount, loan, credit union or termination payvacation agreements, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health policies or other medical, dental, life, disability arrangements under which any IOI Company has any obligation or other insurance liability (whether insured contingent or self-insuredotherwise) plan, program, agreement or arrangement, including in respect of any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees current or former Employees and their dependents officer, director, employee, consultant, leased employee or beneficiaries to which Vitran or contractor of any of IOI Company (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”"IOI EMPLOYEE ARRANGEMENTS"). (iib) Vitran In respect of each IOI Benefit Plan and IOI Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser copies the Company: (i) each of all Employee Plans the stock option grant agreements used to make grants under the IOI stock option plans, and all booklets amendments thereto; and manuals prepared for(ii) each written employment, consulting or individual severance or other compensation agreement, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinamendments thereto. (iiic) All of contributions or other payments required to have been made by the IOI Companies to or under any IOI Benefit Plan or IOI Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, Arrangement by applicable Law or the terms of such IOI Benefit Plan or IOI Employee Plans Arrangement (or any agreement relating thereto) have been timely and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employeesproperly made. (ivd) No material amendments The IOI Benefit Plans and IOI Employee Arrangements have been made to any Employee Plan maintained and administered in all material respects in accordance with their terms and applicable Laws. In particular, no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or individual who has performed services for any of the Vitran Subsidiaries prior to the Effective DateIOI Companies has been improperly excluded from participation in any IOI Benefit Plan or IOI Employee Arrangement. (ve) No changes have occurred There are no pending or, to IOI's knowledge, threatened actions, claims, or proceedings against or relating to any IOI Benefit Plan or IOI Employee Arrangement (other than routine benefit claims by persons entitled to benefits thereunder), and, to the Employee Plans knowledge of IOI, there are no facts or are expected to occur circumstances which would materially affect could form the actuarial reports or basis for any of the financial information relevant to Vitran or the Vitran Subsidiariesforegoing. (vif) None Except as set forth on Schedule 4.12(f) hereto, none of the Employee Plans provides post-retirement benefits to IOI Companies has any obligation or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. liability (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans haveprovide post-retirement life insurance or health benefits coverage for current or former officers, directors, employees, consultants, contractors or leased employees of the IOI Companies except (i) as may be required under Part 6 of Title I of ERISA at the sole expense of the participant or the participant's beneficiary or (ii) through the last day of the calendar month in all material respects, been disclosed in accordance which the participant terminates employment with GAAP in the financial statements of Vitranapplicable IOI Company. (xg) As Except as set forth in Schedule 4.12(g), neither the execution and delivery of this Agreement nor the consummation of the date hereoftransactions contemplated hereby will (i) result in any payment becoming due to any employee, no consultant, contractor or leased employee (current, former, or retired) of any of the IOI Companies, (ii) increase any benefits under any IOI Benefit Plan or IOI Employee PlanArrangement or (iii) result in the acceleration of the time of payment of, nor any related trust vesting of, or other funding medium thereunder, is subject to rights in respect of any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for such benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xih) There have been no withdrawals, applications or transfers of assets from any Employee Plan or IOI has delivered to the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws Company a true and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion correct list of the Arrangement following for each employee, consultant, contractor and leased employee of the other Transactions contemplated hereby will not (either alone or in conjunction with IOI Companies: base salary, any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance bonus obligations, immigration status, hire date, time-off balance, pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employeerate and termination provisions. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in Schedule 3.7 lists and describes all the Vitran Disclosure Letter are all material written employee benefit, welfarefringe benefit, supplemental unemployment employment benefit, bonus, pensionincentive, profit sharing, tax equalizationtermination, executive compensationchange of control, current or deferred compensationpension (including any "pension plan" as defined in Section 6 of Quebec's Supplementary Pension Plans Act), incentive compensationretirement, stock compensationoption, stock purchase, stock option, stock appreciation, phantom stock optionhealth, savingswelfare, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, lifedisability, disability life insurance and similar plans, programs, arrangements or other insurance (practices relating to the current or former employees, officers or directors of the Seller maintained, sponsored or funded by the Seller, whether written or oral, funded or unfunded, insured or self-insured) plan, programregistered or unregistered (the "Employee Plans"). The Seller has furnished to the Purchaser true, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any correct and complete copies of all the Employee Plans as amended as of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”)date hereof. (iib) Vitran has made available Except as disclosed in Schedule 3.7 and to Purchaser copies of all Employee Plans and all booklets and manuals prepared forthe Seller's knowledge, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, material compliance with all applicable Laws, regulations and government taxation or funding requirements and have since the terms date of commencement of such Employee Plans and been in material compliance with all understandingsapplicable Laws, written regulations and government taxation or oralfunding requirements. To the Seller's knowledge and except as disclosed in Schedule 3.7, between Vitranthere has been no material failure to comply with any applicable Law, the Vitran Subsidiaries and the Employees regulation or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran requirement or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are other circumstance which might reasonably be expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is result in the possession loss of Vitran and is in a form sufficient for the proper administration, in all material respects, tax approval or qualification of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities Without limiting the generality of Vitran or any Vitran Subsidiary the foregoing, except as disclosed in Schedule 3.7: (whether accrued, absolute, contingent or otherwisei) related to all material obligations of the Seller regarding the Employee Plans havehave been satisfied and, in all material respectsto the Seller's knowledge, been disclosed in accordance with GAAP in no Taxes, penalties or fees are owing or exigible under any of the financial statements of Vitran.Employee Plans; (xii) As of to the date hereofSeller's knowledge, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated pending investigation, examination or other legal proceeding, action or claim initiated by any Governmental Entity governmental agency or instrumentality and there exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, examination or other proceeding, action or claim or to affect the registration of any Employee Plan required to be registered; (iii) all contributions or premiums required to be made by the Seller under the terms of each Employee Plan or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in applicable Laws have been made as of the aggregate, have Material Adverse Effect.Closing Date; (xiiv) There to the Seller's knowledge, there have been no improper withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements.thereto; (xiiv) Except as disclosed to the Seller's knowledge, no insurance policy or any other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder; (vi) to the Vitran Disclosure LetterSeller's knowledge, the execution of this Agreement and the completion none of the Arrangement Employee Plans enjoys any special tax status under applicable Law nor has any advance tax ruling been sought or received by the Seller in respect of any of the Employee Plans; (vii) no amendments or improvements to an Employee Plan have been made or, to the Seller's knowledge, promised, since January 1, 2003; (viii) none of the Employee Plans provides benefits to retired employees or to the beneficiaries or dependants of retired employees (ix) the Seller has not taken any "contribution holidays" from or with respect to the Employee Plan and the other Transactions contemplated hereby will has not (either alone or in conjunction with used any additional or subsequent events) constitute an event portion of any surplus existing at any time under any Employee Plan that will for its own benefit; and (x) as of the Closing Date, there are no pending claims and, to the Seller's knowledge, no injury, facts, events or may result in conditions which could give rise to a material claim against the Seller under any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any EmployeeEmployee Plan. (xiiic) There exists no liability in connection with any former benefit plan relating Except for the recent modification to the Employees car allowance plan of the Seller, which modification has been disclosed to the Purchaser prior to the date hereof, no commitment to improve or former Employees otherwise amend any Employee Plan has been made. (d) All employee data necessary to administer any Employee Plan has been provided by the Seller to the Purchaser and is true and correct as of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination the date of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsthis Agreement.

Employee Plans. (ia) Disclosed in Schedule 5.1(23) lists all the Vitran Disclosure Letter are all material written employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, lifelegal, disability and similar plans or other insurance (whether insured arrangements or self-insured) plan, program, agreement or arrangement, including any such plans practices relating to the Employees which are sponsored currently maintained, or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute Vendor is contributing (collectively the “Employee Plans”"EMPLOYEE PLANS"). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iiib) All of the Employee Plans haveapplicable to unionized Employees and, in to the best of the Vendor's knowledge, all material respectsof the Employee Plans applicable to non-unionized Employees, are and have been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationadministered, in all material respects, in accordance with all laws, regulations, orders or other legislative, administrative or judicial promulgations applicable to the Employee Plans ("APPLICABLE EMPLOYEE BENEFIT LAWS"). To the best of each the Vendor's knowledge, no fact or circumstance exists that could adversely affect the tax-exempt status of any Employee PlanPlans. (viiic) Vitran and/or Except as set forth in Schedule 5.1(23), all obligations regarding the Vitran Subsidiaries may Employee Plans applicable to unionized Employees and, to the best of the Vendor's knowledge, all obligations regarding the Employee Plans applicable to non-unionized Employees, have been satisfied, there are no outstanding material defaults or violations by the Vendor and, to the best of the Vendor's knowledge, by its agents or appointees, under any Employee Plan and no Taxes, penalties or fees are owing or exigible by the Vendor under any of the Employee Plans applicable to unionized Employees and, to the best of the Vendor's knowledge, under any Employee Plans applicable to non-unionized Employees. (d) Subject to the Collective Agreement, the current terms of the Vendor's Union Pension Plan permit the Vendor to unilaterally amend, modify, vary, revise, revoke, revoke or terminate, in whole or in part, each Employee the Vendor's Union Pension Plan and take contribution holidays under or withdraw surplus from the Vendor's Union Pension Plan, subject only to approvals required by LawsApplicable Employee Benefit Laws in respect of the unionized Employees and the Vendor is not aware of any facts or circumstances that would adversely affect the foregoing. (ixe) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under To the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms best of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereofVendor's knowledge, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated pending investigation, examination or other legal proceeding, action or claim initiated by any Governmental Entity governmental agency or instrumentality, or by any other Person party (other than routine claims for benefits) ), and there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if not decided in Vitran’s favourexamination or other proceeding, individually action or in claim or to affect the aggregate, have Material Adverse Effectregistration of any Employee Plan required to be registered. (xif) Subject to the Collective Agreement, all contributions or premiums required to be made by the Vendor under the terms of each Employee Plan or by Applicable Employee Benefit Laws have been made in accordance with Applicable Employee Benefit Laws and the terms of the Employee Plans, and except as set forth in Schedule 5.1(23) the Vendor does not have, and as of the Closing Date will not have, any liability (other than liabilities accruing after the Closing Date) with respect to any of the Employee Plans. (g) Except as disclosed pursuant to Section 5.1(23)(j), and subject to the Collective Agreement, no amendments have been made to any Employee Plan and no representations or promises concerning improvements to any Employee Plan have been made and no representations or promises concerning amendments or improvements to an Employee Plan will be made before the Closing Date. (h) There have been no improper withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except thereto, and neither the Vendor nor, to the best of its knowledge, any of its agents has been in accordance breach of any fiduciary obligation with respect to the terms administration of such the Employee Plan, Laws and all applicable agreementsPlans or the trusts or other funding media relating thereto. (xiii) Subject to the Collective Agreement and approvals under Applicable Employee Benefit Laws in respect of the unionized Employees, the Vendor is not aware of any reason why the Purchaser may not merge the assets transferred from the Vendor's Union Pension Plan with any other registered pension plan or fund. (j) The Vendor has furnished or will make available to the Purchaser within a reasonable time prior to the Closing Date, true, correct and complete copies of all the Employee Plans as amended as of the date hereof together with all current funding agreements, actuarial reports, cost analyses, claims experience reports, funding and financial information returns and statements for the non-pension benefits and for the Vendor's Union Pension Plan (excluding the master trust funding agreement and master trust asset statement for the Vendor's Union Pension Plan), copies of material correspondence with all regulatory authorities with respect to matters outstanding as at the Closing Date with respect to the Vendor's Union Pension Plan and plan summaries, booklets and personnel manuals. The Purchaser shall be entitled to make copies of the foregoing material (excluding the document known as "Section 500 Guidelines for Positive Growth Employee Relations" which applies only to the non-union Employees). No material changes have occurred to the Employee Plans or are expected to occur which would affect the actuarial reports or financial statements required to be provided or made available to the Purchaser pursuant to this Section 5.1(23). (k) Except as set forth in Schedule 5.1(23), the Vendor's Union Pension Plan is fully funded or fully insured on both an ongoing and solvency basis pursuant to the actuarial assumptions and methodology set out in Schedule 5.1(23). (l) None of the Employee Plans enjoys any special tax status under Applicable Employee Benefit Laws, nor have any advance tax rulings been sought or received in respect of the Employee Plans. (m) All employee data necessary to administer each Employee Plan as it applies to Transferred Employees has been provided by the Vendor to the Purchaser and is true and correct. (n) Except as disclosed in the Vitran Disclosure LetterSchedule 5.1(23), the execution of this Agreement and the completion none of the Arrangement and Employee Plans provides benefits to retired employees or to the other Transactions contemplated hereby will not beneficiaries or dependents of retired employees. (either alone o) The Vendor has no obligation or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment liability (whether of severance pay fixed, contingent or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits ) with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former employee benefit plans and Lawsof the type referred to in Section 5.1(23)(a), other than the Employee Plans.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 14 identifies each retirement, welfare, supplemental unemployment benefitpension, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementinsurance, supplementary retirementmedical, hospitalization insurancehospital, dental, vision care, drug, sick leave, disability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, employee benefit that is maintained or otherwise contributed to to, or required to be contributed to to, by Vitran the Corporation or any of the Vitran Subsidiaries its subsidiaries for the benefit of its Employees employees or former Employees and their dependents or beneficiaries to which Vitran employees of the Corporation or any of its subsidiaries (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “"Employee Plans”). (ii") Vitran and a true and complete copy of each Employee Plan has made available been furnished to Purchaser copies of all the Purchaser. Each Employee Plans Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all booklets statutes, orders, rules and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each regulations that are applicable to such Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran . The Corporation or any of the Vitran Subsidiaries prior its subsidiaries has delivered to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect Purchaser the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer valuations, if any, prepared for each Employee Plan is during the past three years. Except as described in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan.Schedule 14: (viiia) Vitran and/or the Vitran Subsidiaries may unilaterally amendall contributions to, modify, vary, revise, revoke, or terminate, in whole or in partand payments from, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums Plan that may have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Employee Plan, have been made in a timely manner; (xiib) Except as disclosed all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any governmental agency or distributed to any Employee Plan participant have been duly filed on a timely basis or distributed; (c) there are no pending investigations by any governmental or regulatory agency or authority involving or relating to an Employee Plan, no threatened or pending claims (except for claims for benefits payable in the Vitran Disclosure Letter, the execution of this Agreement and the completion normal operation of the Arrangement and the other Transactions contemplated hereby will not (either alone Employee Plans), suits or in conjunction with proceedings against any additional Employee Plan or subsequent events) constitute an event asserting any rights or claims to benefits under any Employee Plan that could give rise to a liability nor, to the knowledge of the Vendor and the Corporation, are there any facts that could give rise to any liability in the event of such investigation, claim, suit or proceeding; (d) no notice has been received by the Corporation of any complaints or other proceedings of any kind involving the Corporation or, to the Vendor's or the Corporation's knowledge, any of the employees of the Corporation before any pension board or committee relating to any Employee Plan or to the Corporation; and (e) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plans based on the actuarial assumptions utilized in the most recent valuation performed by the actuary for such Employee Plan, and neither the Purchaser nor any of its Associates or Affiliates (other than the Corporation) will or may result in incur any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits liability with respect to any EmployeeEmployee Plan as a result of the transactions contemplated by this Agreement. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 4.18 identifies each retirement, welfare, supplemental unemployment benefitpension, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementinsurance, supplementary retirementmedical, hospitalization insurancehospital, dental, vision care, drug, sick leave, disability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, employee benefit that is maintained or otherwise contributed to to, or required to be contributed to to, by Vitran the Companies or any of the Vitran Subsidiaries Subsidiary for the benefit of its Employees their employees or former Employees and their dependents or beneficiaries to which Vitran or any employees of (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “"Employee Plans”). (ii") Vitran has made available to Purchaser copies and a true and complete copy of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is has been furnished to the Buyer or Eagle. Each Employee Plan has been maintained in compliance with its terms and with the possession of Vitran requirements prescribed by any and is in a form sufficient all Laws that are applicable to such Employee Plan. The Sellers have delivered to the Buyer or Eagle the actuarial valuations, if any, prepared for the proper administration, in all material respects, of each Employee Plan.Plan during the past three years. Except as described in Schedule 4.18: (viiii) Vitran and/or the Vitran Subsidiaries may unilaterally amendall contributions to, modify, vary, revise, revoke, or terminate, in whole or in partand payments from, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums Plan that may have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Employee Plan, have been made in a timely manner; (xiiii) Except as disclosed all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any Governmental Body or distributed to any Employee Plan participant have been duly filed on a timely basis or distributed; (iii) there are, to the best knowledge of the Sellers, no pending investigations by any Governmental Body involving or relating to an Employee Plan, no threatened or pending claims (except for claims for benefits payable in the Vitran Disclosure Letternormal operation or under the Employee Plans), the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone suits or in conjunction with proceedings against any additional Employee Plan or subsequent events) constitute an event asserting any rights or claims to benefits under any Employee Plan that could give rise to a liability nor, to the best knowledge of the Sellers, the Companies or the Subsidiaries, are there any facts that could give rise to any liability in the event of such investigation, claim, suit or proceeding; (iv) no notice has been received by the Companies or any Subsidiary of any complaints or other proceedings of any kind involving the Companies or any Subsidiary or, to the best knowledge of the Sellers, any of the employees of the Companies or any Subsidiary before any pension board or committee relating to any Employee Plan or to the Companies or any Subsidiary; and (v) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plans based on the actuarial assumptions utilized in the most recent valuation performed by the actuary for such Employee Plan, and neither the Buyer nor any of its Associates (as defined in the Business Corporations Act (Ontario)) or Affiliates (other than the Companies or any Subsidiary) will or may result in incur any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits liability with respect to any EmployeeEmployee Plan as a result of the transactions contemplated by this Agreement. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (a) Schedule 5.21 of the Disclosure Letter lists each Employee Plan, including each qualified or nonqualified defined contribution or defined benefit plan or arrangement which is an employee pension benefit plan. Current and complete copies of all written Employee Plans as amended to date or, where oral, written summaries of the terms thereof have been delivered or made available to Purchaser. (b) Except as disclosed in Schedule 5.21 of the Disclosure Letter: (i) Disclosed the Corporation is in compliance in all material respects with the terms of each Employee Plan and all Applicable Laws applicable to such Employee Plans and there are no pending or, to the Knowledge of the Sellers, threatened claims (other than routine claims for payment of benefits in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current Ordinary Course of Business) by or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or selfon behalf of any Person alleging non-insured) plan, program, agreement or arrangement, including compliance with any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”).Plan; (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None none of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees; (iii) none of the Employee Plans is a multi-employer pension plan as defined under the provisions of Applicable Laws, regulations or orders applicable to pension plans; (iv) no Employee Plan is a registered pension plan, employees profit sharing plan, deferred profit sharing plan, group registered retirement savings plan or group tax free savings account within the meanings prescribed by the ITA or administrative policies issued by the Canada Revenue Agency; and (v) no amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by the Corporation prior to the Closing. (viic) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms The sole obligation of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) Corporation with respect to any Employee Plan which is a multi-employer pension plan is to make the negotiated contribution set out in the applicable collective agreement(s) and, to the Knowledge of the Employee Plans. All liabilities Sellers, the Corporation does not have any additional liability in respect of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreementsother than such negotiated contributions. (xiid) Except as disclosed in the Vitran Disclosure Letter, the The execution of this Agreement and the completion of the Arrangement and the other Transactions transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan or any other Contract or otherwise that will or may result in any material payment (whether of severance pay pay, special compensation, change of control payments, stay bonuses, success bonuses or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtednessIndebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiiie) There To the Knowledge of the Sellers, there exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, been properly followed in accordance with the terms of such former benefit plans and LawsApplicable Law.

Employee Plans. (a) The Seller Disclosure Schedule sets forth (i) Disclosed each employee benefit plan (as defined in Section 3(3) of ERISA) and (ii) each other benefit plan, program, contract or arrangement of any kind whatsoever (whether for the Vitran Disclosure Letter are all material written employee benefitbenefit of present, welfareformer, supplemental unemployment benefitretired or future employees, bonusdirectors, consultants or independent contractors of the Seller) sponsored, maintained or contributed to by the Seller or the Hong Kong Subsidiary, or with respect to which the Seller or the Hong Kong Subsidiary could have any liability, including, without limitation, plans, programs, contracts or arrangements with respect to pension, retirement, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensationthrift, savings, stock compensationownership, stock bonus, restricted stock, health, dental, medical, life, hospitalization, disability, relocation, child care, educational assistance, stock purchase, stock option, stock appreciationincentive, phantom stock optionbonus, savingssabbatical leave, severance or termination payvacation, retirementseverance, supplementary retirementcafeteria, hospitalization insurancepre-tax premium, salary continuation, legal, health flexible spending or other medicalcontribution, dentalbenefit or payment of any kind, lifeemployee severance and change-of-control agreement, disability contracts or other insurance (whether insured arrangements, and plans, programs, contracts or self-insured) planarrangements providing for contributions, program, agreement benefits or arrangement, including any such plans which are sponsored payments in the event of a change of ownership or maintained by any Governmental Entity sponsored, maintained control in whole or contributed to or required to be contributed to by Vitran or any in part of the Vitran Subsidiaries for Seller or the Hong Kong Subsidiary (all such employee benefit of its Employees plans and other benefit plans, programs, contracts or former Employees arrangements, whether written or oral, hereinafter individually and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively called the “Employee Plans”). (iib) Vitran has made available to Purchaser copies of all Employee Plans A complete and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All correct copy of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer plan document for each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran all amendments thereto, and all contracts and agreements relating thereto, or to the funding thereof (including, without limitation, all trust agreements, insurance contracts, investment management agreements, subscription and participation agreements, administration and recordkeeping agreements) have been provided to the Buyer. In the case of any Employee Plan that is not in written form, an accurate and complete description of such Employee Plan has been provided to the Buyer. With respect to each Employee Plan, the Buyer has been provided, as applicable, with a complete and correct copy of each of (i) the three most recent annual reports (Form 5500 series), including all schedules to such annual reports, and (ii) the most recent summary plan description (including summaries of material modification), employee handbooks, Internal Revenue Service determination letter and/or or ruling, and, in the case of any funded Employee Plan, a current schedule of assets (and the fair market value thereof assuming liquidation of any asset which is not readily tradeable) held with respect thereto. (c) No Employee Plan or any plan sponsored, maintained or contributed to by the Seller or any ERISA Affiliate is subject to Title IV of ERISA. Neither the Company nor any Vitran Subsidiary hasERISA Affiliate has completely or partially withdrawn, within the meaning of Title IV of ERISA, from any “multiemployer plan” within the meaning of Section 3(37) of ERISA (each such plan hereinafter, individually and collectively called a “Multiemployer Plan”) or any single-employer plan (within the meaning of Section 4001(a)(15) of ERISA) which has two or more contributing sponsors at least two of whom are not under common control (each such plan hereinafter, individually and collectively, called a “Single-Employer Plan”). Neither the Seller nor any ERISA Affiliate is a party to, or participates in, or has any liability or contingent liability with respect to any Multiemployer Plan or any Single-Employer Plan. (d) Except as set forth in the Seller Disclosure Schedule, any and all amounts which the Seller is required to pay as contributions or otherwise with respect to the Employee Plans have been timely paid or accrued on the June 30 Balance Sheet. No Employee Plan subject to Section 302 of ERISA or Section 412 of the Effective Date will not have, any actual or potential material unfunded liabilities Code (other than liabilities accruing after a Multiemployer Plan) has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Effective DateCode), whether or not waived, and neither the Seller nor any ERISA Affiliate has provided, or is required to provide, security to any Employee Plan. (e) Except as set forth in the Seller Disclosure Schedule, each of the Employee Plans has been established, maintained, operated and administered in all material respects in accordance with its terms and all applicable Law. Each of the Employee Plans which is intended to be “qualified” within the meaning of Sections 401(a) and 501(a) of the Code (a “Qualified Plan”) has been determined by the Internal Revenue Service to be so qualified and nothing has occurred that could adversely affect such qualified status. There are no pending or, to the Knowledge of the Seller, threatened proceedings (other than routine claims for benefits) involving any of the Employee Plans. Except as set forth in the Seller Disclosure Letter, there have been no nonexempt “prohibited transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (xf) As Except as set forth in the Seller Disclosure Schedule, each Employee Plan which is a “nonqualified deferred compensation plan” (within the meaning of §Code 409A) has been operated and administered since January 1, 2005 in good faith compliance with §Code 409A and IRS Notice 2005-1 and the date hereofother proposed and final guidance under Code §409A. (g) Except as set forth in the Seller Disclosure Schedule, no each Employee Plan, nor any related trust and all contracts and agreements relating thereto or other to the funding medium thereunderthereof, is subject to any pendingcan be unilaterally terminated by the Seller, threatened or anticipated investigationwithout penalty, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other on no more than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) 30 days’ notice. There have been no withdrawalsmaterial changes in the financial condition of the respective Employee Plans (or other information provided hereunder) from that stated in each Employee Plan’s most recent of such annual reports, applications or transfers actuarial reports and schedule of assets from any Employee Plan or furnished to the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreementsBuyer. (xiih) Except as disclosed set forth in the Vitran Seller Disclosure LetterSchedule, no Employee Plan provides benefits including, without limitation, death or medical benefits (whether or not insured), with respect to any employees, former employees or directors of the Seller beyond their termination of service for any reason, other than (i) coverage mandated by applicable Law, (ii) death benefits or retirement benefits under any “employee pension plan,” as that term is defined in Section 3(2) of ERISA, or (iii) disability benefits. (i) Except as set forth in the Seller Disclosure Schedule, the execution and delivery by the Seller of this Agreement and the completion Related Agreements and the consummation by the Seller of the Arrangement and the other Transactions transactions contemplated hereby will or by the Related Agreements shall not (either alone or in conjunction with upon the occurrence of additional events or acts) (x) require the Seller to make any additional payment to, or subsequent eventsobtain any consent or waiver from, any officer, director, employee, consultant or agent of any ERISA Affiliate or (y) constitute an event under accelerate vesting or payment of any Employee Plan that will benefits or may any payments, increase the amount or value of any benefit or payment or result in any material the payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to pay any Employee“excess parachute payment” (within the meaning of Code §280G). (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonusNorbakco does not have any retirement, pension, stock purchase, profit sharing, tax equalization, executive compensation, current stock option or deferred compensationcompensation plans. Schedule B2.32 identifies each insurance, incentive compensationmedical, stock compensationhospital, stock purchasedental, stock optionvision care, stock appreciationdrug, phantom stock optionsick leave, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurancedisability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, employee benefit that is maintained or otherwise contributed to to, or required to be contributed to to, by Vitran or any of the Vitran Subsidiaries Norbakco for the benefit of its Employees employees or former Employees and their dependents or beneficiaries to which Vitran or any employees of Norbakco (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “"Norbakco Employee Plans”). (ii") Vitran has made available to Purchaser copies and a true and complete copy of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Norbakco Employee Plan referred has been furnished to therein. (iii) All of the Purchaser. Each Norbakco Employee Plans have, Plan has been maintained in all material respects, been established, registered, qualified, funded, invested and administered respects in accordance with, and are in good standing under, all Laws, the compliance with its terms of such Employee Plans and with the requirements prescribed by any and all understandingsstatutes, written or oralorders, between Vitran, the Vitran Subsidiaries rules and the Employees or former Employees. (iv) No material amendments have been made regulation that are applicable to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Norbakco Employee Plan. (viiia) Vitran and/or the Vitran Subsidiaries may unilaterally amendall contributions to, modify, vary, revise, revoke, or terminate, in whole or in partand payments from, each Norbakco Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums Plan that may have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such Norbakco Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such Norbakco Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Norbakco Employee Plan, have been made in a timely manner; (xiib) Except as disclosed in the Vitran Disclosure Letterall material reports, the execution returns and similar documents (including applications for approval of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent eventscontributions) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee.Norbakco Employee Plan required to be filed with any governmental agency or distributed to any Norbakco Employee Plan participant have been duly filed on a timely basis or distributed; (xiiic) There exists to the knowledge of the Vendors, there are no pending investigations by any governmental or regulatory agency or authority involving or relating to a Norbakco Employee Plan, no threatened or pending claims (except for claims for benefits payable in the normal operation or the Employee Plans), suits or proceedings against any Employee Plan or asserting any rights or claims to benefits under the Norbakco Employee Plan that could give rise to a liability nor, to the knowledge of the Vendor and Norbakco, are there any facts that could give rise to any liability in connection with the event of such investigation, claim, suit or proceeding; and (d) no notice has been received by Norbakco of any former benefit plan complaints or other proceedings of any kind involving Norbakco or, to the Vendor's or the knowledge, any of the employees of Norbakco before any pension board or committee relating to the Employees any Norbakco Employee Plan or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsto Norbakco.

Employee Plans. (ia) Disclosed Schedule 28(a) of the Agnico Disclosure Letter lists all material Agnico Employee Plans. Agnico has disclosed in the Vitran Disclosure Letter are Agnico Data Room true, correct and complete copies of all such Agnico Employee Plans as amended, together with all related material written employee benefitdocumentation including funding, welfaretrust, supplemental unemployment benefitinsurance and investment management agreements, bonussummary plan descriptions, pensionthe most recent actuarial reports, profit sharingfinancial statements, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including asset statements and any such plans which are sponsored or maintained by any material correspondence with a Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”)Entity. (iib) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Each material Agnico Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, is and has been established, registered, qualified, fundedinsured, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationfunded and, in all material respects, administered in accordance with Law, in accordance with their terms and any Agnico Collective Agreement relating thereto. No fact or circumstance exists which could adversely affect the registered status of each any such material Agnico Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ixc) All contributions contributions, premiums or premiums taxes required to be made or paid by Vitran Agnico or any Vitran Subsidiary of its Subsidiaries, as the case may be, have been made in a timely fashion under the terms of each material Agnico Employee Plan or Plan, as required by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran Law or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of VitranAgnico Collective Agreement relating thereto. (xd) As of the date hereof, no No material Agnico Employee Plan, nor any related trust or other funding medium thereunder, Plan is subject to to, or within the past three years, has been subject to, any pending, threatened or anticipated investigation, examination or other legal proceeding, action or claim initiated by any Governmental Entity Entity, or by any other Person party (other than routine claims for benefits) and, to the knowledge of Agnico, there exists no state of facts which wouldwith the giving of notice, if not decided in Vitran’s favourlapse of time or both, individually would reasonably be expected to give rise to any such investigation, examination or in other proceeding, action or claim or to affect the aggregate, have Material Adverse Effectregistration or qualification of any material Agnico Employee Plan required to be registered or qualified. (xie) There Except as expressly contained in the Agnico Employee Plans disclosed in the Agnico Data Room, and other than as required by Law, none of the Agnico Employee Plans provide for post-termination or retiree welfare benefits to any individual for any reason and neither Agnico nor any of its Subsidiaries has any obligation or liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (f) No Agnico Employee Plan is a “registered pension plan”, a “multi-employer pension plan” or contains a “defined benefit provision” within, in each case, the meaning of the Tax Act. Neither Agnico nor any of its Subsidiaries or sponsors, maintains or contributes to, or is obligated to contribute to, or has, within the past three years, sponsored, maintained or contributed to an Agnico Employee Plan of the kind described in the preceding sentence. (g) Only Agnico Employees, directors, and their respective beneficiaries, participate in the Agnico Employee Plans, and no entity other than Agnico or its Subsidiaries is a participating employer under any Agnico Employee Plan. All Agnico Employee Plans are sponsored by Agnico and/or its Subsidiaries. (h) Agnico and its Subsidiaries have been no withdrawalsformal plan and have made no promise or commitment, applications whether legally binding or transfers of assets from not, to create any additional Agnico Employee Plan or to improve or materially change the trusts or other funding media relating thereto except in accordance with the terms of such benefits provided under any existing Agnico Employee Plan, Laws and all applicable agreements. (xiii) Except as disclosed in Schedule 28(i) of the Vitran Agnico Disclosure Letter, neither the execution and delivery of this Agreement and nor the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may shall result in any material payment (whether of severance pay including severance, unemployment compensation, bonuses or otherwise), ) becoming due to any Agnico Employee or director or any of or result in any increase or acceleration of payment contributions, liabilities or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or acceleration of vesting or an obligation to fund benefits with respect to or secure benefits, in whole or in part, under any EmployeeAgnico Employee Plan. (xiiij) There exists no liability All data necessary to administer each Agnico Employee Plan is in connection with any former benefit plan relating to the Employees possession of Agnico or former Employees one of Vitran or any Vitran Subsidiary its Subsidiaries or their beneficiaries that has terminated, respective agents and is in a form which is sufficient for the proper administration of the Agnico Employee Plans in accordance with their terms and all procedures for termination of each Laws and such former benefit plan have been, data is complete and correct in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all All material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran Bema or any of the Vitran Bema Subsidiaries for the benefit of its Employees or former Employees and their dependents dependants or beneficiaries to which Vitran Bema or any of the Vitran Bema Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “"Employee Plans”"). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the Employees and former Employees of Bema and Bema Subsidiaries and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing accurately describe the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, have been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and in accordance with all understandings, written or oral, between VitranBema, the Vitran Bema Subsidiaries and the Employees or former Employees. No fact or circumstance exists that could adversely affect the tax-preferred or tax exempt status of any Employee Plan. None of the Employee Plans enjoys any special tax status under Laws, nor have any advance tax rulings or other clearances from any Governmental Entity been sought or received in respect of the Employee Plans. (iv) Bema does not have any "registered pension plan" as that term is defined in subsection 248(1) of the Tax Act or any Laws (collectively the "Pension Plans"). (v) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran Bema or any of the Vitran Bema Subsidiaries prior to the Effective DateTime. (vvi) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information statements relevant to Vitran Bema or the Vitran Bema Subsidiaries. (vivii) None Except as disclosed in the Bema Disclosure Letter, none of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (viiviii) All data necessary to administer each Employee Plan is in the possession of Vitran Bema and is in a form sufficient for the proper administration, in all material respects, administration of each Employee Plan. (viiiix) Vitran Bema and/or the Vitran Bema Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan and take contribution holidays under or withdraw surplus from each Employee Plan, subject only to approvals required by Laws. (ixx) Subject to obtaining any approvals under Laws, Bema and/or the Bema Subsidiaries may merge any Employee Plan with any other arrangement, plan or fund and may transfer without restriction, the assets from any Employee Plan to any other arrangement, plan or fund. (xi) All material obligations regarding the Employee Plans have been satisfied and there are no outstanding defaults or violations by any party thereto and no taxes, penalties or fees are owing or exigible under any of the Employee Plans. (xii) All contributions or premiums required to be made by Vitran Bema or any Vitran Subsidiary Bema Subsidiaries under the terms of each Employee Plan Plan, any collective bargaining agreement or by Laws have been made, in all material respects, made in a timely fashion in accordance with Laws and the terms of the Employee PlansPlans and any applicable collective bargaining agreement, and neither Vitran none of Bema nor any Vitran Subsidiary has, and Bema Subsidiaries has as of the Effective Closing Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Closing Date) with respect to any of the Employee Plans. All liabilities of Vitran Bema or any Vitran Subsidiary Bema Subsidiaries (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, have been fully and accurately disclosed in accordance with GAAP in the financial statements of Vitranand will be fully and accurately disclosed in the Closing Date balance sheet. (xxiii) As of Except as disclosed in the date hereofBema Disclosure Letter, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person person (other than routine claims for benefits) ), and there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if examination or other legal proceeding or to affect the registration of any Employee Plan required to be registered. Further, should any matter arise which could affect the registration of any Employee Plan, Bema shall, in a timely fashion, take all steps required to ensure the registration is not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effectaffected. (xixiv) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. None of Bema, any Bema Subsidiaries, or any of their agents or employees, has been in breach of any contractual or fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto. (xiixv) No insurance policy or other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims. (xvi) Except as disclosed in the Vitran Bema Disclosure LetterLetter or as contemplated in this Agreement, the execution of this Agreement and the completion of the Arrangement and the other Transactions transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiiixvii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran Bema or any Vitran Subsidiary Bema Subsidiaries or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, been properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (a) SCHEDULE 4.12 sets forth: (i) Disclosed all "employee benefit plans," as defined in the Vitran Disclosure Letter are Section 3(3) of ERISA, and all material written other employee benefitbenefit arrangements or payroll practices, welfareincluding, supplemental unemployment benefitwithout limitation, bonusany employment or consulting agreements, pensionany such arrangements or payroll practices providing severance pay, profit sharingsick leave, tax equalizationvacation pay, executive compensationsalary continuation for disability, current or retirement benefits, deferred compensation, bonus pay, incentive compensationpay, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirementoptions, hospitalization insurance, salary continuationmedical insurance, legallife insurance, health scholarships or other medicaltuition reimbursements, dentalmaintained by the Buyer or its subsidiaries or to which the Buyer or its subsidiaries are obligated to contribute thereunder for current or former employees, lifeconsultants and directors of the Buyer or its subsidiaries (the "BUYER PLANS"), disability and (ii) all "employee pension plans", as defined in Section 3(2) of ERISA, maintained by the Buyer or other insurance its subsidiaries or any trade or business (whether insured or self-insurednot incorporated) planwhich is or has ever been under control or treated as a single employer with the Buyer or its subsidiaries under Section 414(b), program(c), agreement (m), or arrangement, including any such plans (o) of the Code ("BUYER ERISA AFFILIATE") or to which are sponsored the Buyer or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran its subsidiaries or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates Buyer ERISA Affiliate has contributed or has any actual or potential liability or obligations, other than plans established pursuant ever been obligated to statute contribute thereunder (the "BUYER PENSION PLANS") (the Buyer Plans and Buyer Pension Plans are hereafter collectively referred to as the “Employee Plans”"BUYER EMPLOYEE PLANS"). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vib) None of the Buyer Employee Plans provides post-retirement benefits to is a multiemployer plan, as defined in Section 3(37) of ERISA ("BUYER MULTIEMPLOYER PLAN"), and neither the Buyer or in respect of the Employees or its subsidiaries nor any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is Buyer ERISA Affiliate has withdrawn in a form sufficient for complete or partial withdrawal from any Buyer Multiemployer Plan, nor has any of them incurred any liability due to the proper administration, in all material respects, termination or reorganization of each Employee a Buyer Multiemployer Plan. (viiic) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Each Buyer Employee Plan that will or may result in any material payment (whether is intended to qualify under Section 401 of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating the Code has received a determination letter from the Internal Revenue Service to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.effect

Employee Plans. (ia) Disclosed in Schedule 6.1(22) lists all the Vitran Disclosure Letter are all material written employee benefitbenefits, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, lifelegal, disability and similar plans or other insurance (whether insured arrangements or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed practices relating to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute all insurance policies and Employee benefit policies (collectively the “Employee Plans”).; (iib) Vitran has made available to Purchaser copies of all The Employee Plans have been established and administered in all booklets and manuals prepared for, and circulated to, respects in accordance with all Applicable Laws relating to the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing Business or the benefits provided under each such Employee Plan referred to therein.Assets Business; (iiic) All of obligations regarding the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made satisfied, there are no outstanding defaults or violations by any Party to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments Taxes, penalties or improvements to any Employee Plan will be made fees are owing or promised by Vitran or payable under any of the Vitran Subsidiaries prior to the Effective Date.Employee Plans; (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ixd) All contributions or premiums required to be made by Vitran in respect of Employees or any Vitran Subsidiary former Employees under the terms of each Employee Plan or by Applicable Laws have been made, in all material respects, made in a timely fashion in accordance with Applicable Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary hasthe Company has not, and as of the Effective Closing Date will not have, any actual or potential material unfunded liabilities liability (other than liabilities accruing after the Effective Closing Date) with respect to any of the Employee Plans. All liabilities of Vitran Contributions or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all premiums under the Employee Plans have, in all material respects, been disclosed in accordance with GAAP in will be paid on an accrual basis for the financial statements of Vitran.period up to the Closing Date even though not otherwise required to be made until a later date; (xe) As The Vendor has furnished to the Purchaser true, correct and complete copies of all the date hereofEmployee Plans, no Employee Planas well as copies of all plan summaries, nor booklets and personal manuals, together with any and all related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect.documentation; and (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xiif) Except as disclosed in the Vitran Disclosure LetterSchedule 6.1(20) or Schedule 6.1(22), the execution of this Agreement and the completion none of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in Plans provide benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the retired Employees or former Employees the beneficiaries or dependants of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsretired Employees.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, (as defined below) are and have been established, registered, qualified, funded, invested and administered administered, in all material respects, in accordance withwith their terms and all laws, including all tax laws where same is required for preferential tax treatment; to the knowledge of the Company and are in good standing undereach Guarantor, all Laws, no fact or circumstance exists that could adversely affect the terms of preferential tax treatment ordinarily accorded to any such Employee Plan; all obligations regarding the Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made satisfied, there are no outstanding defaults or violations by any party to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments taxes, penalties or improvements to any Employee Plan will be made fees are owing or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to eligible under or in respect of the Employees or any former Employees or to or in respect of the beneficiaries Employee Plans; to the knowledge of such Employees and former Employees. (vii) All data necessary to administer each the Company, no Employee Plan is in the possession of Vitran and is in a form sufficient subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental entity or by any other person (other than routine claims for the proper administration, in benefits); all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made paid by Vitran the Company or any Vitran Subsidiary VTL under the terms of each Employee Plan or by Laws law have been made, in all material respects, made in a timely fashion in accordance with Laws law and the terms of the Employee Plans, and ; neither Vitran the Company nor VTL has any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities liability (other than liabilities accruing after the Effective Datedate hereof) with respect to any of the Employee Plans. All liabilities of Vitran ; contributions or any Vitran Subsidiary (whether accruedpremiums for the period up to the date hereof have been paid by the Company, absoluteVTL, contingent or otherwise) related to all Quebecor Media Inc. and/or Quebecor Inc., as applicable; and each Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As Plan which is a funded plan is fully funded as of the date hereofhereof on both a going concern and a solvency basis pursuant to the actuarial assumptions and methodology utilized in the most recent actuarial valuation therefor. As used herein, no "Employee PlanPlans" means all the employee benefit, nor fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, phantom stock, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to current or former employees, officers or directors of the Company, its Material Subsidiaries and VTL maintained, sponsored or funded by Quebecor Inc., Quebecor Media Inc., the Company, any related trust Material Subsidiary or other funding medium thereunderVTL, is subject to any pendingwhether written or oral, threatened funded or anticipated investigationunfunded, examination insured or other legal proceedingself-insured, initiated by any Governmental Entity registered or by any other Person (unregistered, other than routine claims for benefits) which wouldgovernment-sponsored employment insurance, if not decided in Vitran’s favourworkers' compensation, individually health insurance or in the aggregate, have Material Adverse Effectpension plans. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in Schedule 4.14 of the Vitran Disclosure Letter are all material written employee benefitSchedules sets forth a true and complete list and each health insurance plan, welfarehealth plan, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensationbonus plan, incentive compensationplan, deferred compensation plan, severance plan, termination plan, retention plan, change of control plan, stock compensationoption plan, stock purchaseappreciation right plan, stock option, stock appreciationpurchase plan, phantom stock optionplan, savingsequity-based plan, severance performance plan, vacation or termination paypaid holiday plan, retirementpersonal leave plan, supplementary retirementsick leave plan, hospitalization insuranceemployee discount plan, salary continuationeducational benefit plan, legal, health or any other medical, dental, life, disability employee or other insurance (whether insured retiree fringe benefit or self-insured) compensation plan, program, agreement or arrangement, including agreement, policy or understanding, whether written or unwritten, that provides or may provide benefits or compensation in respect of any Employee or former employee (or the beneficiaries or dependents of any such plans which are sponsored Employee or maintained by any Governmental Entity sponsored, former employee) of the Business that is or has been maintained or contributed established by Seller or any other trade or business, whether or not incorporated, which, together with Seller, is or would have been at any date of determination occurring within the preceding six (6) years treated as a single employer under section 414 of the Code, or to which Seller contributes or is or has been obligated or required to be contributed contribute or with respect to by Vitran which Seller or the Business may have any liability or obligation, whether or not subject to ERISA, and including without limitation each “employee welfare benefit plan,” “employee pension benefit plan” and “employee benefit plan,” as such terms are defined in Sections 3(1), 3(2) and 3(3) of ERISA, (all of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries foregoing being herein collectively referred to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the as “Employee Plans”). Seller has made correct and complete copies of all such Employee Plans available to Buyer for review. (iib) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such No Employee Plan referred is subject to thereinsection 412 of the Code or Section 302 or Title IV of ERISA. No liability has been or is expected to be incurred by Seller or the Business (either directly or indirectly, including as a result of an indemnification obligation) under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code relating to Employee Benefit Plans that could, following the Closing Date, become or remain a liability of the Business or become a liability of Buyer or of any Employee Benefit Plan established or contributed to by Buyer and no event, transaction or condition has occurred or exists that could reasonably be expected to result in any such liability to the Business or, following the Closing Date, Buyer. (iiic) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance withNo Lien exists or can reasonably be expected to exist, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written no tax has been imposed or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will can reasonably be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationbe imposed, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any . No Employee Plan is a “multi-employer plan” within the meaning of section 4001(a)(3) of ERISA or is a “ multiple employer plan” within the trusts meaning of section 4063 or other funding media relating thereto except in accordance with the terms 4064 of such Employee Plan, Laws and all applicable agreementsERISA. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 4.18 identifies each retirement, welfare, supplemental unemployment benefitpension, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementinsurance, supplementary retirementmedical, hospitalization insurancehospital, dental, vision care, drug, sick leave, disability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, employee benefit that is maintained or otherwise contributed to to, or required to be contributed to to, by Vitran CTI or any of the Vitran Subsidiaries Subsidiary for the benefit of its Employees their employees or former Employees and their dependents or beneficiaries to which Vitran or any of employees (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “"Employee Plans”). (ii") Vitran has made available to Purchaser copies and a true and complete copy of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is has been furnished to the Buyer or Eagle. Each Employee Plan has been maintained in compliance with its terms and with the possession of Vitran requirements prescribed by any and is in a form sufficient all Laws that are applicable to such Employee Plan. The Principals or CTM have delivered to the Buyer or Eagle the actuarial valuations, if any, prepared for the proper administration, in all material respects, of each Employee Plan.Plan during the past three years. Except as described in Schedule 4.18: (viiii) Vitran and/or the Vitran Subsidiaries may unilaterally amendall contributions to, modify, vary, revise, revoke, or terminate, in whole or in partand payments from, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums Plan that may have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Employee Plan, have been made in a timely manner; (xiiii) Except as disclosed all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any Governmental Body or distributed to any Employee Plan participant have been duly filed on a timely basis or distributed; (iii) there are, to the best knowledge of the Principals, no pending investigations by any Governmental Body involving or relating to an Employee Plan, no threatened or pending claims (except for claims for benefits payable in the Vitran Disclosure Letternormal operation or under the Employee Plans), the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone suits or in conjunction with proceedings against any additional Employee Plan or subsequent events) constitute an event asserting any rights or claims to benefits under any Employee Plan that could give rise to a liability nor, to the best knowledge of the Principals, CTM, CTI or the Subsidiaries, are there any facts that could give rise to any liability in the event of such investigation, claim, suit or proceeding; (iv) no notice has been received by CTI or any Subsidiary of any complaints or other proceedings of any kind involving CTI or any Subsidiary or, to the best knowledge of the Principals, any of the employees of CTI or any Subsidiary before any pension board or committee relating to any Employee Plan or to CTI or any Subsidiary; and (v) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plans based on the actuarial assumptions utilized in the most recent valuation performed by the actuary for such Employee Plan, and neither the Buyer nor any of its Associates (as defined in the Business Corporations Act (Ontario)) or Affiliates (other than CTI or any Subsidiary) will or may result in incur any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits liability with respect to any EmployeeEmployee Plan as a result of the transactions contemplated by this Agreement. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed Other than plans required to be maintained by all employers in respect of their employees in any relevant jurisdiction, Schedule 5.1(38) lists all the Vitran Disclosure Letter are all material written employee benefit, health, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, lifelegal, disability and similar plans or other insurance (whether insured arrangements or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed practices relating to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents which are currently maintained or beneficiaries to which Vitran or were maintained at any of time in the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute last four calendar years (collectively the “Employee Plans”"EMPLOYEE PLANS"). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iiib) All of the Employee Plans have, in all material respects, are and have been established, registered, qualified, funded, invested and administered in all respects in accordance withwith all laws, regulations, orders or other legislative, administrative or judicial promulgations applicable to the Employee Plans ("APPLICABLE EMPLOYEE BENEFIT LAWS"). (c) All financial obligations regarding the Employee Plans have been satisfied or will be accrued for and reflected in the Closing Statement, there are no outstanding defaults or violations by the Corporation or, to the knowledge of the Shareholder, any other party to any Employee Plan and no Taxes, penalties or fees are owing or eligible under any of the Employee Plans, except those Taxes, penalties and fees will be accrued for in the Closing Statement. (d) No Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending investigation, examination or other proceeding, action or claim initiated by any governmental agency or instrumentality, or by any other party (other than routine claims for benefits), and are in good standing underthere exists no state of facts which after notice or lapse of time or both could reasonably be expected to give rise to any such investigation, all Lawsexamination or other proceeding, action or claim or to affect the registration of any Employee Plan required to be registered. 44 (e) All contributions or premiums required to be made by the Corporation under the terms of such each Employee Plan or by Applicable Employee Benefit Laws have been made in a timely fashion in accordance with Applicable Employee Benefit Laws and the terms of the Employee Plans, and the Corporation will not have any financial obligations with respect to any of the Employee Plans and with all understandings, written or oral, between Vitran, except as accrued for in the Vitran Subsidiaries and the Employees or former EmployeesClosing Statement. (ivf) No material Except in the ordinary course of business, no amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no promised. No amendments or improvements to any an Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to Corporation before the Effective DateClosing Time. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xig) There have been no improper withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto, and neither the Corporation nor any of its agents has been in breach of any fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto. (h) The Shareholders have furnished or made available to the Purchaser true, correct and complete copies of all the Employee Plans as amended as of the date hereof together with all material documentation related thereto except in accordance including funding agreements, actuarial reports, funding and financial information returns and statements, all professional opinions (whether or not internally prepared) with the terms of such respect to each Employee Plan, Laws copies of material correspondence with all regulatory authorities with respect to each Employee Plan and all applicable agreementsexisting plan summaries, booklets and personnel manuals. (xiii) The Corporation has no pension plan or other funded Employee Plan. (j) None of the Employee Plans are registered under Applicable Employee Benefit Laws, nor have any advance tax rulings been sought or received in respect of the Employee Plans. (k) All employee data necessary to administer each Employee Plan has been provided or made available by the Corporation to the Purchaser and such data is true and correct in all material respects. (l) No insurance policy or any other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves under each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims. (m) Except as disclosed in Schedule 5.1(38), none of the Vitran Disclosure LetterEmployee Plans provides benefits to retired employees or to the beneficiaries or dependants of retired employees. (n) Except as disclosed in Schedule 5.1(38) or in the Financial Statements, the execution of this Agreement and Corporation has not during the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone period commencing March 1, 1998 accrued or in conjunction with paid any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise)bonus, acceleration of payment or vesting of benefits, forgiveness of indebtedness, vestingfee, distribution, restriction on funds, increase in benefits remuneration or obligation to fund benefits with respect other compensation to any Employee. Employee (xiiiother than salaries, wages, bonuses, benefits (including Option entitlements) There exists no liability paid or payable to Employees in connection with any former benefit plan relating to the Employees or former Employees ordinary course of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed business in accordance with current compensation levels and practices as set out in the terms of such former benefit plans Employee Certificate, Schedule 5.1(36) and LawsSchedule 5.1(38)).

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are Schedule 3.18 lists and describes all material written employee benefit, welfarefringe benefit, supplemental unemployment benefit, bonus, pensionincentive, profit sharing, tax equalizationtermination, executive compensationchange of control, current or deferred compensationpension, incentive compensationretirement, stock compensationoption, stock purchase, stock option, stock appreciation, phantom stock optionhealth, savingswelfare, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, lifedisability, disability life insurance and similar plans, programmes, arrangements or other insurance (practices relating to the current or former employees, officers or directors of the Business maintained, sponsored or funded by Seller, whether written or oral, funded or unfunded, insured or self-insured) plan, program, agreement registered or arrangement, including unregistered under which Seller may have any such plans which are sponsored liability contingent or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, otherwise other than benefit plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran Seller has made available furnished to Purchaser the Buyer true, correct and complete copies of all the Employee Plans and all booklets and manuals prepared for, and circulated to, as amended as of the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereindate hereof. (iii) All No Employee Plan is or is intended to be a “registered pension plan” as such term is defined in the Income Tax Act (Canada) and none of the Employee Plans have, in all material respects, provide for retiree benefits or for benefits to retired employees or to the beneficiaries or dependants of retired employees. (iv) All Employee Plans other than the Multi-Employer Plans (as defined below) have been established, registered, qualifiedadministered, fundedcommunicated, funded and invested and administered in accordance with, and are in good standing under, with all Laws, laws. No fact or circumstance exists which could adversely affect the terms registered status of any such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective DatePlan. (v) No changes have occurred to The only obligation of the Seller under the Employee Plans or are expected to occur in which would materially affect the actuarial reports or any Employees of the financial information relevant Seller participate by virtue of the Collective Agreements (the “Multi-Employer Plans”) is to Vitran or pay the Vitran Subsidiariescontribution amounts specified under the Collective Agreements. (vi) None To the Seller’s knowledge but without any inquiry, all of the Employee Multi-Employer Plans provides posthave been established, registered, administered, communicated, funded and invested in accordance with all laws and no fact or circumstance exists which could adversely affect the registered status of any such Multi-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former EmployeesEmployer Plan. (vii) All data necessary to administer each Employee Plan is Seller has made all contributions and paid all premiums in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, respect of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Assumed Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respectsas hereinafter defined, in a timely fashion in accordance with Laws and the terms of each Assumed Employee Plan, any Collective Agreements and all laws. Seller has paid in full all contributions and premiums to the Assumed Employee Plans, as hereinafter defined, for the period up to the Closing Date even though not otherwise required to be paid until a later date or has made full and neither Vitran nor any Vitran Subsidiary has, adequate disclosure of and as of provision for such contributions and premiums in the Effective Date will not have, any actual or potential material unfunded liabilities books and records. (other than liabilities accruing after viii) All employee data necessary to administer the Effective DateGroup Benefits Plan (Policy No. 0115) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed La Capitale as service provider in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the its terms of such Employee Plan, Laws and conditions and all applicable agreements. (xii) Except as disclosed laws is in the Vitran Disclosure Letterpossession of Seller and such data is complete, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminatedcorrect, and all procedures in a form which is sufficient for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawsits proper administration.

Employee Plans. (ia) Disclosed Schedule 28(a) of the Agnico Disclosure Letter lists all material Agnico Employee Plans. Agnico has disclosed in the Vitran Disclosure Letter are Agnico Data Room true, correct and complete copies of all such Agnico Employee Plans as amended, together with all related material written employee benefitdocumentation including funding, welfaretrust, supplemental unemployment benefitinsurance and investment management agreements, bonussummary plan descriptions, pensionthe most recent actuarial reports, profit sharingfinancial statements, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including asset statements and any such plans which are sponsored or maintained by any material correspondence with a Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”)Entity. (iib) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Each material Agnico Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, is and has been established, registered, qualified, fundedinsured, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationfunded and, in all material respects, administered in accordance with Law, in accordance with their terms and any Agnico Collective Agreement relating thereto. No fact or circumstance exists which could adversely affect the registered status of each any such material Agnico Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ixc) All contributions contributions, premiums or premiums taxes required to be made or paid by Vitran Agnico or any Vitran Subsidiary of its Subsidiaries, as the case may be, have been made in a timely fashion under the terms of each material Agnico Employee Plan or Plan, as required by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran Law or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of VitranAgnico Collective Agreement relating thereto. (xd) As of the date hereof, no No material Agnico Employee Plan, nor any related trust or other funding medium thereunder, Plan is subject to to, or within the past three years, has been subject to, any pending, threatened or anticipated investigation, examination or other legal proceeding, action or claim initiated by any Governmental Entity Entity, or by any other Person party (other than routine claims for benefits) and, to the knowledge of Agnico, there exists no state of facts which wouldwith the giving of notice, if not decided in Vitran’s favourlapse of time or both, individually would reasonably be expected to give rise to any such investigation, examination or in other proceeding, action or claim or to affect the aggregate, have Material Adverse Effectregistration or qualification of any material Agnico Employee Plan required to be registered or qualified. (xie) There Except as expressly contained in the Agnico Employee Plans disclosed in the Agnico Data Room, and other than as required by Law, none of the Agnico Employee Plans provide for post-termination or retiree welfare benefits to any individual for any reason and neither Agnico nor any of its Subsidiaries has any obligation or liability to provide post-termination or retiree welfare benefits to any individual or ever represented, promised or contracted to any individual that such individual would be provided with post-termination or retiree welfare benefits. (f) No Agnico Employee Plan is a "registered pension plan", a "multi-employer pension plan" or contains a "defined benefit provision" within, in each case, the meaning of the Tax Act. Neither Agnico nor any of its Subsidiaries or sponsors, maintains or contributes to, or is obligated to contribute to, or has, within the past three years, sponsored, maintained or contributed to an Agnico Employee Plan of the kind described in the preceding sentence. (g) Only Agnico Employees, directors, and their respective beneficiaries, participate in the Agnico Employee Plans, and no entity other than Agnico or its Subsidiaries is a participating employer under any Agnico Employee Plan. All Agnico Employee Plans are sponsored by Agnico and/or its Subsidiaries. (h) Agnico and its Subsidiaries have been no withdrawalsformal plan and have made no promise or commitment, applications whether legally binding or transfers of assets from not, to create any additional Agnico Employee Plan or to improve or materially change the trusts or other funding media relating thereto except in accordance with the terms of such benefits provided under any existing Agnico Employee Plan, Laws and all applicable agreements. (xiii) Except as disclosed in Schedule 28(i) of the Vitran Agnico Disclosure Letter, neither the execution and delivery of this Agreement and nor the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may shall result in any material payment (whether of severance pay including severance, unemployment compensation, bonuses or otherwise), ) becoming due to any Agnico Employee or director or any of or result in any increase or acceleration of payment contributions, liabilities or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or acceleration of vesting or an obligation to fund benefits with respect to or secure benefits, in whole or in part, under any EmployeeAgnico Employee Plan. (xiiij) There exists no liability All data necessary to administer each Agnico Employee Plan is in connection with any former benefit plan relating to the Employees possession of Agnico or former Employees one of Vitran or any Vitran Subsidiary its Subsidiaries or their beneficiaries that has terminated, respective agents and is in a form which is sufficient for the proper administration of the Agnico Employee Plans in accordance with their terms and all procedures for termination of each Laws and such former benefit plan have been, data is complete and correct in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (ia) Disclosed in Section 3.1(33)(a) of the Vitran Corporation Disclosure Letter are lists accurately all material written employee benefit, welfare, supplemental unemployment benefitup-to-date plans for retirement, bonus, pensioncommissions, stock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementtuition reimbursement, supplementary retirementfringe benefits, hospitalization insurance, medical, hospital, dental, vision care, drug, sick leave, disability, leaves of absence, salary continuation, legallegal benefits, health unemployment benefits, vacation or other medicalincentive contributed to, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to to, by Vitran the Corporation or any of the Vitran its Subsidiaries for the benefit of its Employees any current or former Employees and their dependents director, officer, employee or beneficiaries to which Vitran of the Corporation or any of its Subsidiaries, as applicable (the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (iib) Vitran The Corporation has made available furnished to the Purchaser Parties true, correct, up-to-date and complete copies of all the Employee Plans and all booklets and manuals prepared for(or, and circulated towhere oral, written summaries of the material terms thereof) with respect to Corporation Employees and their beneficiaries concerning each Employee Planconsidered members of senior management or key employees of the Corporation or any of its Subsidiaries, as amended as of the date hereof together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to thereinrelated documentation. (iiic) All of the Employee Plans have, in all material respects, have been established, registered, qualifiedregistered (where required), funded, invested and administered in accordance with, and are in good standing under, all applicable Laws, the terms of such Employee Plans Plans, all applicable collective agreements and in accordance with all understandings, written or oral, between Vitranthe Corporation or any of its Subsidiary, on the Vitran Subsidiaries one hand, and the Employees current or former Employeesdirectors, officers, employees or consultants of the Corporation or any of its Subsidiaries, on the other hand. (ivd) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of During the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administrationpast three years, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary the Corporation and each of its Subsidiaries under the terms of each Employee Plan or by applicable Laws have been made, in all material respects, made in a timely fashion in accordance with applicable Laws and the terms of the Employee Plans, including, without limitation, worker’s compensation premiums, Canada Pension Plan contributions, Québec Pension Plan contributions and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitranemployment insurance premiums. (xe) As of the date hereof, no No material Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, or to the knowledge of the Corporation, threatened material claims or anticipated investigation, examination or other material legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) ), and, to the knowledge of the Corporation, there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if not decided in Vitran’s favour, individually examination or in other legal proceeding or affect the aggregate, have Material Adverse Effectregistration of any Employee Plan required to be registered. (xif) There have been no withdrawals, applications or transfers of assets from any No Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the trusts Code. No Employee Plan is a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) (a Multiemployer Plan) or other funding media relating thereto except in accordance with a plan that has two (2) or more contributing sponsors at least two (2) of whom are not under common control (within the terms meaning of such Employee Section 4063 of ERISA) (a Multiple Employer Plan), Laws and all applicable agreementsnor has the Corporation or any of its Subsidiaries or any of their respective ERISA Affiliates, at any time within six (6) years before the date of this Agreement, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. (xiig) Except as disclosed in The consummation of the Vitran Disclosure Letter, the execution of transactions contemplated by this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction combination with any additional other event) will not give rise to any payment or subsequent eventsbenefit (or acceleration of vesting of any amounts or benefits) constitute that could be an event under any Employee Plan that will or may result “excess parachute payment” as defined in any material payment Section 280G of the U.S. Internal Revenue Code of 1986, as amended (whether of severance pay or otherwisethe Code), acceleration or could be subject to an excise tax under Section 4999 of payment or vesting the Code. Other than as set forth in Section 3.1(33)(g) of benefitsthe Corporation Disclosure Letter, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees current or former Employees employee, officer, director or independent contractor is entitled to receive any gross-up, make-whole or additional payment by reason of Vitran any taxes under Section 4999 of the Code being imposed on such person or any Vitran Subsidiary interest or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Lawspenalty related thereto.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are Set forth on Schedule 6.11 hereto is a list of all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensationretirement, stock purchase, stock option, stock appreciationbonus, phantom stock optionincentive compensation and deferred compensation plans, savingsall life, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medicalhealth, dental, lifeaccident or disability plans, disability workers’ compensation and other insurance plans, all severance or separation plans, and any other employee benefit plans, practices, policies or arrangements of any kind, whether written or oral, that are maintained by Seller or Parent for the benefit of (or under which Seller or Parent has any obligations, whether absolute or contingent, to) any of Seller’s employees (including former employees) engaged in the operation of the Business, including but not limited to any “employee benefit plan” that is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”) (individually a “Plan” and collectively the “Plans”). Seller has made available to Buyer true and correct copies of each of the Plans and of any related trust agreements, insurance contracts or other insurance related agreements. Seller and Parent have also made available to Buyer, with respect to each of the Plans, the most recent summary plan description, if any. Each of the Plans complies in all material respects with ERISA, the Internal Revenue Code of 1986, as amended (whether insured the “Code”), and all other statutes, rules and regulations, agreements and instruments by which it is governed, and no event has occurred that could result in the imposition of an excise tax, penalty or self-insuredother liability on Seller or Parent, a Plan or any fiduciary with respect to a Plan. All applicable ERISA requirements as to the filing of reports, documents and notices regarding the Plans with the Department of Labor, the Internal Revenue Service and the Pension Benefit Guaranty Corporation, and the furnishing of such documents to participants and beneficiaries on or prior to the date hereof, have been complied with in all material respects. There are no actions, suits, investigations, or proceedings pending or, to the knowledge of Seller or Parent, threatened against the Plans or any fiduciaries thereof respecting their duties to the Plans or the assets or any trust under any of the Plans. At no time during the 72–month period preceding the Closing Date have the Seller or any entity aggregated with the Seller under Section 414(b), (c), (m) plan, program, agreement or arrangement, including any such plans which are sponsored (o) of the Code or maintained by any Governmental Entity sponsored, Section 4001 of ERISA maintained or contributed to or required to be contributed to by Vitran any plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA, or any of the Vitran Subsidiaries for the plan that is a defined benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is pension plan subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse EffectTitle IV of ERISA. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 3.1(y) identifies each retirement, welfarepension, supplemental unemployment benefitsavings, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirementinsurance, supplementary retirementmedical, hospitalization insurancehospital, dental, vision care, drug, sick leave, disability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive, or other medical, dental, life, disability compensation or other insurance (whether insured or self-insured) plan, program, agreement benefit plan or arrangement, including any such plans whether written or oral, which are sponsored is maintained, or maintained by any Governmental Entity sponsored, maintained or otherwise contributed to or required to be contributed to to, by Vitran the Vendor, GLC NewCo or CDC or in respect of which the Vendor, GLC NewCo or CDC has or may have any of the Vitran Subsidiaries Liability, whether absolute or contingent, for the benefit of its Employees any Employee, director or officer or former employee, director or officer (collectively, the "Employee Plans"). The Employee Plans are the only benefit plans existing in respect of the Employees. Current and complete copies of the Employee Plans, and in the case of an unwritten plan, a true and complete written summary thereof, and all relevant documents related thereto, are included in the Data Room including the documents establishing the current terms of the Employee Plan, all descriptions of the Employee Plan provided to Employees and their dependents or beneficiaries former employees and all other communications relating to which Vitran or any the Employee Plan, a copy of the Vitran Subsidiaries participates current trust or has any actual or potential liability or obligations, funding arrangement and all other than plans established pursuant contracts relating to statute (collectively the “Employee Plans”)Plan and all internal and third party administration reports and reports of investment counsel within the past two years. (ii) Vitran has Except as disclosed on Schedule 3.1(y), all contributions or premiums required to be paid by the Vendor, GLC NewCo or CDC, as the case may be, under the terms of each Employee Plan or by applicable Law have been made available to Purchaser copies in a timely fashion in accordance with such applicable Law and the terms of all the Employee Plans and all booklets and manuals prepared foror will be set forth as Current Liabilities on the Settled Closing Date Statement. Except as set out in the Estimated Net Working Capital Statement, and circulated to, none of the Employees and their beneficiaries concerning each Employee Plan, together with copies Plans provides for any adjustment after the Closing Date in respect of all written communications costs incurred or the experience of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred prior to thereinthe Closing Date. (iii) All There have been no improper withdrawals, applications or transfers of assets of any Employee Plan and none of the Vendor, GLC NewCo CDC, nor, to the Vendor's knowledge, any of the Vendor's agents or delegates, has breached any fiduciary obligation with respect to any Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former EmployeesPlan. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All employee data necessary to administer each Employee Plan is in the possession of Vitran the Vendor or GLC NewCo or its agents and, to the Vendor's knowledge, is true and correct as of the date of this Agreement. (v) No insurance policy or any other agreement to which the Vendor or CDC is a party affecting any Employee Plan requires or permits any other party tosuch policy or agreement to impose retroactive increase in contributions, premiums or other payments due thereunder. (vi) Except as disclosed on Schedule 3.1(y), no Employee is on long-term disability leave, secondment, statutory leave of absence or receiving benefits pursuant to any workers' compensation legislation or is on any other leave of absence. (vii) Except as disclosed on Schedule 3.1(y), neither the Vendor, GLC NewCo nor CDC has any formal plan or has made any promise to improve or change any Employee Plan since the date of the Audited Financial Statements. (viii) No claim, action, proceeding, audit, investigation, or litigation of any kind in or before any court, tribunal or governmental agency, has been made, commenced or, to the Vendor's knowledge, threatened with respect to any Employee Plan (other than routine claims for benefits payable in the ordinary course, and appeals of any denied claims), nor to the Vendor's knowledge, is there any basis for one. (ix) Except as disclosed on Schedule 3.1(y), no Employee Plan provides for any bonus, retirement, severance, job security or similar benefit or any accelerated or enhanced payment or benefit as a form sufficient for result of the proper administrationtransactions contemplated herein, in all material respects, of each nor do such transactions or this Agreement or the Assignment and Assumption Agreement create any Liabilities or trigger any expenses under an Employee Plan. (viiix) Vitran and/or There are no participating employers with respect to any Employee Plan other than the Vitran Subsidiaries may unilaterally amendVendor, modifyGLC NewCo and CDC. (xi) None of Vendor, vary, revise, revoke, GLC NewCo or terminate, in whole CDC has any obligation under any Benefit Plan to provide benefits to any person who is not an Employee or in partformer employee of the Vendor or CDC except for spouses and dependants of employees and former employees. (xii) Except for any registrations necessitated by the completion of the Acquisition, each Employee PlanPlan is, subject only to approvals and has since its establishment been, duly registered when required by Laws. applicable Law (ix) All contributions or premiums including registration with relevant tax authorities where such registration is required to be made by Vitran qualify for tax exemption or any Vitran Subsidiary other tax beneficial status). Each Employee Plan has been administered in compliance in all material respects with, and is in good standing under applicable Law and the terms of each the Employee Plan or by Laws and any associated funding arrangement. All assets associated with an Employee Plan have been madeheld, invested and otherwise dealt with in all material respects, in a timely fashion in accordance compliance with applicable Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employeeassociated funding arrangement. (xiii) There exists no liability in connection with any former benefit plan relating With respect to the Employees or former Employees Employee Future Benefit Obligation, included in the Data Room are true and complete copies of Vitran or any Vitran Subsidiary or their beneficiaries the two most recently completed actuarial valuation reports. (xiv) With respect to the Employee Plan that has terminatedis a deferred profit sharing plan, such plan and all procedures amendments are registered for termination purpose of the Income Tax Act (Canada), evidence of which is included in the Data Room. (xv) The financial information and financial statements related to each such former benefit plan Employee Plan that have been, been provided to the Purchaser in the Data Room are complete and accurate in all material respectsrespects for the periods indicated therein. There have been no material changes in any Employee Plan that are not reflected for the full period reported on in the Financial Statements and in the financial statements or financial reports and actuarial reports related to the Employee Plan that have been provided to the Purchaser in the Data Room. No taxes, properly followed in accordance with fees, expenses or penalties related to any Employee Plan are exigible against assets held under the terms of such former benefit plans and Lawsassociated funding arrangement.

Employee Plans. (ia) Disclosed All accrued obligations of Seller, whether arising by operation of law, by contract or past custom, or otherwise, for payments by Seller to trusts or other funds or to any Governmental Entity, with respect to unemployment compensation benefits, social security benefits or any other benefits or obligations, with respect to employment of employees through the date hereof have been paid or adequate accruals therefor have been made in the Vitran Disclosure Letter are Financial Statements, and adequate accruals for all material written employee benefitsuch obligations will be made through the Closing Date. All reasonably anticipated obligations of Seller with respect to employees, welfarewhether arising by operation of law, supplemental unemployment benefitby contract, by past custom, or otherwise, for salaries, vacation and holiday pay, sick pay, bonuses and other forms of compensation payable to employees in respect of the services rendered by any of them prior to the date hereof have been or will be paid by Seller prior to the Closing Date or adequate accruals therefor have been made in the Financial Statements, and adequate accruals for all such obligations will be made through the Closing Date. (b) Schedule 2.11 lists all bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciationpurchase, phantom stock optionbenefit, savingswelfare, severance or termination payprofit-sharing, deferred compensation, retainer, consulting, retirement, supplementary retirementwelfare, hospitalization disability, vacation, severance, hospitalization, insurance, salary continuationincentive, legaldeferred compensation and other similar fringe or employee benefit plans, health funds, programs or arrangements, whether written or oral, in each of the foregoing cases which cover, are maintained for the benefit of, or relate to any or all current or former employees, stockholders, officers or directors of Seller, and any other entity ("ERISA AFFILIATE") related to Seller under Section 414(b), (c), (m) and (o) of the Internal Revenue Code of 1986, as amended (the "CODE") (the "EMPLOYEE PLANS"), together with all accrued liabilities under such Employee Plans. With respect to each Employee Plan, Seller has made available to Buyer, to the extent applicable, true and complete copies of (i) all plan documents, (ii) the most recent determination letter received from the Internal Revenue Service (the "IRS"), (iii) the most recent application for determination filed with the IRS, (iv) the latest actuarial valuations, (v) the latest financial statements, (vi) the three (3) most recent Form 5500 Annual Reports, including Schedule A and Schedule B thereto, (vii) all related trust agreements, insurance contracts or other medicalfunding arrangements which implement any of such Employee Plans, dental(viii) all Summary Plan Descriptions and summaries of material modifications and all modifications thereto communicated to employees, lifeand (ix) in the case of stock options or stock appreciation rights issued under any Employee Plan, disability a list of holders, dates of grant, number of shares, exercise price per share and dates exercisable. Neither Seller nor any ERISA Affiliate of Seller has any liability or other insurance contingent liability with respect to the Employee Plans, nor will any of the Acquired Assets be subject to any lien, charge or claim relating to the obligations of Seller with respect to employees or Employee Plans. No party to any Employee Plan is in default with respect to any material term or condition thereof, nor has any event occurred which through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration of any obligation of any party thereto. (whether insured or self-insuredc) planEach of the Employee Plans, programand the administration thereof, agreement or arrangement, including any such plans which are sponsored or maintained is and has been in material compliance with the requirements provided by any Governmental Entity sponsoredand all applicable statutes, maintained orders or contributed to governmental rules or regulations currently in effect, including, without limitation, the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code. Each of Seller and its ERISA Affiliates has made full and timely payment of all amounts required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan and applicable law or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and required to be paid as of the Effective Date will not have, any actual expenses or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no benefits under such Employee Plan, nor any related trust or other funding medium thereunder, is subject and has made adequate provision for reserve to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if satisfy contributions and payments not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with yet made because they are not yet due under the terms of such Employee Plan. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is and has always been so qualified, Laws and all applicable agreementseach trust established in connection with any Employee Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code is and has always been so exempt, and either has received a favorable determination letter with respect to such qualified status from the IRS or has filed a request for such determination letter with the IRS within the remedial amendment period. Such determination or qualified status will apply from and after the effective date of any such Employee Plan. No act or omission has occurred since the date of the last favorable determination issued with respect to an Employee Plan which could result in a revocation of the Plan's qualified status. (xiid) Except Neither Seller nor any ERISA Affiliate sponsors or has sponsored, maintained, contributed to, incurred an obligation to contribute to or withdrawn from, any Multi-Employer Plan (as disclosed defined in Section 4000(a)(3) of ERISA) or any Multiple Employer Plan (as defined in ERISA Sections 4063 or 4064 or Code Section 413), whether or not terminated, for which any withdrawal or partial withdrawal liability has been or could be incurred, whether or not any such liability has been asserted by or on behalf of any such plan. (e) Buyer has been provided copies of all manuals, brochures, publications or similar documents of Seller regarding office administration, personnel matters and hiring, evaluation, supervision, training, termination and promotion of employees, including, without limitation, all communications to employees concerning such matters, each of which is an accurate description of the Vitran Disclosure Letterterms of such plans or policies. Seller has no affirmative action obligations. (f) There are no contracts, agreements, plans or arrangements covering any of Seller's employees with "change of control" or similar provisions. There is no contract, agreement, plan or arrangement covering Seller or any employee, that individually or collectively could give rise to the execution payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code. Neither Seller nor any of its ERISA Affiliates has incurred any liability under the Worker Adjustment Retraining and Notification Act or any similar state law relating to employment termination in connection with a mass layoff, plant closing or similar event, and the transactions contemplated by this Agreement and the completion will not give rise to any such liability. (g) No Employee Plan has participated in, engaged in or been a party to any Prohibited Transaction (pursuant to Section 4935 of the Arrangement Code or Section 406 of ERISA and which is not exempt under Section 4975 of the other Transactions contemplated hereby will not (either alone Code or in conjunction with Section 408 of ERISA) and neither Seller nor any additional ERISA Affiliate has had asserted against it any claim for any excise tax or subsequent events) constitute an event penalty imposed under any Employee Plan that will ERISA or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits the Code with respect to any EmployeeEmployee Plan nor, to the knowledge of Seller or any Stockholder, is there any basis for any such claim. No officer, director or employee of Seller or any of its ERISA Affiliates has committed a material breach of any responsibilities or obligations imposed upon fiduciaries by Title I of ERISA with respect to any Employee Plan. (xiiih) There exists no liability With respect to any Group Health Plan (as defined in connection with any former benefit plan relating to Section 5000(b)(1) of the Employees or former Employees of Vitran Code) maintained by Seller or any Vitran Subsidiary or their beneficiaries that has terminatedof its ERISA Affiliates, each of Seller and all procedures for termination of each such former benefit plan the ERISA Affiliates have been, complied in all material respectsrespects to the provisions of Part 6 of Title I of ERISA and Sections 4980B, properly followed in accordance with 9801 and 9802 of the terms Code. Seller is not obligated to provide health care or other welfare benefits of such any kind to its retired or former benefit plans and Lawsemployees or their dependents, or to any person not actively employed by it, pursuant to any agreement or understanding.

Employee Plans. (ia) Disclosed in the Vitran Disclosure Letter are all material written employee benefitSchedule 3.15(a) identifies each retirement, welfare, supplemental unemployment benefitpension, bonus, pensionstock purchase, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savingsdeferred compensation, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuationmedical, legal, health or other medicalhospital, dental, lifevision care, disability drug, sick leave, disability, salary contribution, legal benefits, unemployment benefits, vacation, incentive or other insurance (whether insured compensation plan or self-insured) planarrangement or other employee benefit that is maintained, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or otherwise contributed to or required to be contributed to, by the Selling Parties relating to by Vitran the Business or any of the Vitran Subsidiaries Acquired Assets for the benefit of its Employees employees or former Employees and their dependents or beneficiaries to which Vitran or any employees of the Vitran Subsidiaries participates Seller or has any actual or potential liability or obligations, other than plans established pursuant to statute Mxxxxxxxxx (collectively the “Employee Plans”). (ii) Vitran and a true, complete and up to date copy of each Employee Plan has made available been furnished to Purchaser copies of the Buyers, including all previous versions and merged plans. Each Employee Plans Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all booklets statutes, orders, rules and manuals regulations that are applicable to such Employee Plan. The Selling Parties have delivered to the Buyer the actuarial valuations, if any, prepared for, and circulated to, the Employees and their beneficiaries concerning for each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein.. Except as described in Schedule 3.15(a): (iiii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance withcontributions to, and are in good standing underpayments from, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries that may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such Employee Plan, and, where applicable, the laws of the jurisdictions that govern such Employee Plan, have been made in a timely manner; (xiiii) Except as disclosed all material reports, returns and similar documents (including applications for approval of contributions) with respect to any Employee Plan required to be filed with any government agency or distributed to any Employee Plan participant have been duly filed in a timely manner or distributed; (iii) there are no pending investigations by any governmental or regulatory agency or authority involving or relating to any Employee Plan, no threatened or pending claims (except for claims for benefits payable in the Vitran Disclosure Letter, the execution of this Agreement and the completion normal operation of the Arrangement and the other Transactions contemplated hereby will not (either alone Employee Plans), suits or in conjunction with proceedings against any additional Employee Plan or subsequent events) constitute an event asserting any rights or claims to benefits under any Employee Plan that could give rise to any liability in the event of such investigation, claim, suit or proceeding; (iv) no notice has been received by any Selling Party of any complaints or other proceedings of any kind involving Seller, Mxxxxxxxxx or, to the Selling Parties’ knowledge, any of the employees of Seller or Mxxxxxxxxx before any pension board or committee relating to any Employee Plan or to the Business or the Acquired Assets; and (v) the assets of each Employee Plan are at least equal to the liabilities of such Employee Plans based on the actuarial assumptions utilized in the most recent valuation preformed by the actuary for such Employee Plan, and neither the Buyer nor any party associated or affiliated with the Buyer will or may result in incur any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits liability with respect to any EmployeeEmployee Plan as a result of the transactions contemplated by this Agreement. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonusThe Corporation does not have any retirement, pension, stock purchase, profit sharing, tax equalization, executive compensation, current stock option or deferred compensationcompensation plans. Schedule B1.32 identifies each insurance, incentive compensationmedical, stock compensationhospital, stock purchasedental, stock optionvision care, stock appreciationdrug, phantom stock optionsick leave, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurancedisability, salary continuation, legallegal benefits, health unemployment benefits, vacation, incentive or other medical, dental, life, disability compensation plan or arrangement or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, employee benefit that is maintained or otherwise contributed to to, or required to be contributed to to, by Vitran or any of the Vitran Subsidiaries Corporation for the benefit of its Employees employees or former Employees and their dependents or beneficiaries to which Vitran or any employees of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute Corporation (collectively the “"TGF Employee Plans”). (ii") Vitran has made available to Purchaser copies and a true and complete copy of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such TGF Employee Plan referred has been furnished to therein. (iii) All of the Purchaser. Each TGF Employee Plans have, Plan has been maintained in all material respects, been established, registered, qualified, funded, invested and administered respects in accordance with, and are in good standing under, all Laws, the compliance with its terms of such Employee Plans and with the requirements prescribed by any and all understandingsstatutes, written or oralorders, between Vitran, the Vitran Subsidiaries rules and the Employees or former Employees. (iv) No material amendments have been made regulation that are applicable to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each TGF Employee Plan. (viiia) Vitran and/or the Vitran Subsidiaries may unilaterally amendall contributions to, modify, vary, revise, revoke, or terminate, in whole or in partand payments from, each TGF Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums Plan that may have been required to be made by Vitran or any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP in the financial statements of Vitran. (x) As of the date hereof, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effect. (xi) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of any such TGF Employee Plan, Laws and all applicable agreements.or with the recommendation of the actuary for such TGF Employee Plan, and, where applicable, the laws of the jurisdictions that govern such TGF Employee Plan, have been made in a timely manner; (xiib) Except as disclosed in the Vitran Disclosure Letterall material reports, the execution returns and similar documents (including applications for approval of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent eventscontributions) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee.TGF Employee Plan required to be filed with any governmental agency or distributed to any TGF Employee Plan participant have been duly filed on a timely basis or distributed; (xiiic) There exists to the knowledge of the Vendors, there are no pending investigations by any governmental or regulatory agency or authority involving or relating to a TGF Employee Plan, no threatened or pending claims (except for claims for benefits payable in the normal operation or the TGF Employee Plans), suits or proceedings against any TGF Employee Plan or asserting any rights or claims to benefits under the TGF Employee Plan that could give rise to a liability nor, to the knowledge of the Vendor and the Corporation, are there any facts that could give rise to any liability in connection with the event of such investigation, claim, suit or proceeding; and (d) no notice has been received by the Corporation of any former benefit plan complaints or other proceedings of any kind involving the Corporation or, to the Vendor's or the knowledge, any of the employees of the Corporation before any pension board or committee relating to any TGF Employee Plan or to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and LawsCorporation.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all All material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran Coretec or any of the Vitran Coretec Subsidiaries for the benefit of its Employees or former Employees and their dependents dependants or beneficiaries to which Vitran Coretec or any of the Vitran Coretec Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the Employees and former Employees of Coretec and Coretec Subsidiaries and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing accurately describe the benefits provided under each such Employee Plan referred to thereintherein in all material respects. (iii) All of the Employee Plans have, in all material respects, have been established, registered, qualified, funded, invested and administered administered, in all material respects, in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and in accordance with all understandings, written or oral, between VitranCoretec, the Vitran Coretec Subsidiaries and the Employees or former Employees. No fact or circumstance exists that could adversely affect the tax-preferred or tax exempt status of any Employee Plan. None of the Employee Plans enjoys any special tax status under Laws, nor have any advance tax rulings or other clearances from any Governmental Entity been sought or received in respect of the Employee Plans. (iv) Coretec does not have any “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act or any Laws. (v) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran Coretec or any of the Vitran Coretec Subsidiaries prior to the Effective Date. (vvi) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information statements relevant to Vitran Coretec or the Vitran Coretec Subsidiaries. (vivii) None Except as disclosed in the Coretec Disclosure Letter, none of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (viiviii) All data necessary to administer each Employee Plan is in the possession of Vitran Coretec and is in a form sufficient for the proper administration, in all material respects, administration of each Employee Plan. (viiiix) Vitran Coretec and/or the Vitran Coretec Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan and take contribution holidays under or withdraw surplus from each Employee Plan, subject only to approvals required by Laws. (ixx) All material obligations regarding the Employee Plans have been satisfied and there are no outstanding defaults or violations by any party thereto and no taxes, penalties or fees are owing or exigible under any of the Employee Plans. (xi) All contributions or premiums required to be made by Vitran Coretec or any Vitran Subsidiary Coretec Subsidiaries under the terms of each Employee Plan Plan, any collective bargaining agreement or by Laws have been made, in all material respects, made in a timely fashion in accordance with Laws and the terms of the Employee PlansPlans and any applicable collective bargaining agreement, and neither Vitran none of Coretec nor any Vitran Subsidiary has, and Coretec Subsidiaries has as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Closing Date) with respect to any of the Employee Plans. All liabilities of Vitran Coretec or any Vitran Subsidiary Coretec Subsidiaries (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, have been fully and accurately disclosed in accordance with Canadian GAAP in the financial statements of Vitranand will be fully and accurately disclosed in the Effective Date balance sheet. (xxii) As of the date hereof, no No Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other material legal proceeding, initiated by any Governmental Entity or by any other Person person (other than routine claims for benefits) ), and there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if examination or other material legal proceeding or to affect the registration of any Employee Plan required to be registered. Further, should any matter arise which could affect the registration of any Employee Plan, Coretec shall, as promptly as reasonably practical, take all steps required to ensure the registration is not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effectaffected. (xixiii) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. None of Coretec, any Coretec Subsidiaries, or any of their agents or employees, has been in breach of any contractual or fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto. (xiixiv) No insurance policy or other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims. (xv) Except as disclosed in the Vitran Coretec Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiiixvi) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran Coretec or any Vitran Subsidiary Coretec Subsidiaries or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, been properly followed in accordance with the terms of such former benefit plans and Laws.

Employee Plans. (a) A true, correct and complete list of all material Employee Plans is set forth in Schedule 3.1(25)(a) of the Disclosure Letter. True, correct and complete copies of: (i) Disclosed all such material Employee Plans, as amended, together with all related documentation including funding, trust, and insurance agreements, and (ii) summary plan descriptions and employee booklets, have been made available in the Vitran Disclosure Letter are all material written employee benefitData Room, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”)as applicable. (iib) Vitran has made available Except as would not be reasonably expected to Purchaser copies of have, individually or in the aggregate, a Material Adverse Effect, all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, are and have been established, registered, qualified, funded, invested and administered in accordance withwith all Laws, and are in good standing under, all Lawsaccordance with their terms, the terms of the material documents that support such Employee Plans and with all understandings, written the terms of agreements between Shaw or oral, between Vitran, the Vitran its Subsidiaries and the Freedom Employees (present and former), who are members of, or former Employeesbeneficiaries under, the Employee Plans. (iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries. (vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (vii) All data necessary to administer each Employee Plan is in the possession of Vitran and is in a form sufficient for the proper administration, in all material respects, of each Employee Plan. (viii) Vitran and/or the Vitran Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan, subject only to approvals required by Laws. (ixc) All contributions or premiums required to be made or paid by Vitran Shaw or any Vitran Subsidiary its Subsidiaries in respect of the Freedom Employees under the terms of each Employee Plan or by Laws Law have been made, in all material respects, made in a timely fashion in accordance with Laws Law and in accordance with the terms of the applicable Employee PlansPlan. (d) Except the Employee Plans disclosed in the Data Room or adopted on or after the date hereof in accordance with the terms of this Agreement, and other than as required by Law, none of the Employee Plans provide for post-termination welfare benefits to any current or former Freedom Employee for any reason and none of Shaw nor any of its Subsidiaries has any liability to provide post-termination or retiree welfare benefits to any such individual or ever represented, promised or contracted to any such individual that such individual would be provided with post-termination or retiree welfare benefits. (e) Except as disclosed in Schedule 3.1(25)(e) of the Disclosure Letter, no Employee Plan is a “registered pension plan”, a “multi-employer pension plan” or contains a “defined benefit provision” within, in each case, the meaning of the Tax Act, and neither Vitran Freedom nor any Vitran Subsidiary FMDI has, and as within the past three years, sponsored, maintained or contributed to an Employee Plan of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran or any Vitran Subsidiary (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, been disclosed in accordance with GAAP kind described in the financial statements of Vitranpreceding sentence. (xf) As To the knowledge of the date hereofFreedom, no Employee Plan, nor any related trust or other funding medium thereunder, Plan is subject to to, or within the past three years, has been subject to, any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person material claims (other than routine claims for benefits) which wouldor actions initiated or reasonably expected to be initiated by any Governmental Entity, if not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effectby any other party. (xig) There have been no withdrawals, applications or transfers of assets from any No Employee Plan is registered, operated or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution of this Agreement and the completion of the Arrangement and the other Transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any Employee. (xiii) There exists no liability in connection with any former benefit plan relating subject to the Employees or former Employees Laws of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination jurisdiction outside of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and LawsCanada.

Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all All material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran Bema or any of the Vitran Bema Subsidiaries for the benefit of its Employees or former Employees and their dependents dependants or beneficiaries to which Vitran Bema or any of the Vitran Bema Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”)) are customary and in good standing. (ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the Employees and former Employees of Bema and Bema Subsidiaries and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing accurately describe the benefits provided under each such Employee Plan referred to therein. (iii) All of the Employee Plans have, in all material respects, have been established, registered, qualified, funded, invested and administered in accordance material compliance with, and are in good standing under, all Laws, the terms of such Employee Plans and in accordance with all understandings, written or oral, between VitranBema, the Vitran Bema Subsidiaries and the Employees or former Employees. No fact or circumstance exists that could adversely affect the registered status of any Employee Plan. None of the Employee Plans enjoys any special tax status under Laws, nor have any advance tax rulings or other clearances from any Governmental Entity been sought or received in respect of the Employee Plans. (iv) Bema does not have any “registered pension plan” as that term is defined in subsection 248(1) of the Tax Act or any Laws (collectively the “Pension Plans”). (v) No material amendments have been made to any Employee Plan and no material improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran Bema or any of the Vitran Bema Subsidiaries prior to the Effective DateTime. (vvi) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information statements relevant to Vitran Bema or the Vitran Bema Subsidiaries. (vivii) None Except as disclosed in the Bema Disclosure Letter, none of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any former Employees or to or in respect of the beneficiaries of such Employees and former Employees. (viiviii) All data necessary to administer each Employee Plan is in the possession of Vitran Bema and is in a form sufficient for the proper administration, in all material respects, administration of each Employee Plan. (viiiix) Vitran Bema and/or the Vitran Bema Subsidiaries may unilaterally amend, modify, vary, revise, revoke, or terminate, in whole or in part, each Employee Plan and take contribution holidays under or withdraw surplus from each Employee Plan, subject only to approvals required by Laws. (ixx) Subject to obtaining any approvals under Laws, Bema and/or the Bema Subsidiaries may merge any Employee Plan with any other arrangement, plan or fund and may transfer without restriction, the assets from any Employee Plan to any other arrangement, plan or fund. (xi) All material obligations regarding the Employee Plans have been satisfied and there are no outstanding defaults or violations by any party thereto and no taxes, penalties or fees are owing or exigible under any of the Employee Plans. (xii) All contributions or premiums required to be made by Vitran Bema or any Vitran Subsidiary Bema Subsidiaries under the terms of each Employee Plan Plan, any collective bargaining agreement or by Laws have been made, in all material respects, made in a timely fashion in accordance with Laws and the terms of the Employee PlansPlans and any applicable collective bargaining agreement, and neither Vitran none of Bema nor any Vitran Subsidiary Bema Subsidiaries has, and nor will have as of the Effective Date will not haveDate, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) with respect to any of the Employee Plans. All liabilities of Vitran Bema or any Vitran Subsidiary Bema Subsidiaries (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have, in all material respects, have been fully and accurately disclosed in accordance with GAAP in the consolidated financial statements of VitranBema and will be fully and accurately disclosed in Bema’s consolidated balance sheet as of the Effective Date. (xxiii) As of Except as disclosed in the date hereofBema Disclosure Letter, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person person (other than routine claims for benefits) ), and to the knowledge of Bema, the Bema Subsidiaries and the Bema Significant Interest Companies, there exists no state of facts which wouldafter notice or lapse of time or both could reasonably be expected to give rise to any such investigation, if examination or other legal proceeding or to affect the registration of any Employee Plan required to be registered. Further, should any matter arise which could affect the registration of any Employee Plan, Bema shall, in a timely fashion, take all steps required to ensure the registration is not decided in Vitran’s favour, individually or in the aggregate, have Material Adverse Effectaffected. (xixiv) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. None of Bema, any Bema Subsidiaries, or any of their agents or employees, has been in breach of any contractual or fiduciary obligation with respect to the administration of the Employee Plans or the trusts or other funding media relating thereto. (xiixv) No insurance policy or other contract or agreement affecting any Employee Plan requires or permits a retroactive increase in premiums or payments due thereunder. The level of insurance reserves in respect of each insured Employee Plan is reasonable and sufficient to provide for all incurred but unreported claims. (xvi) Except as disclosed in the Vitran Bema Disclosure LetterLetter or as contemplated in this Agreement, the execution of this Agreement and the completion of the Arrangement and the other Transactions transactions contemplated hereby will not (either alone or in conjunction with any additional or subsequent events) constitute an event under any Employee Plan that will or may result in any material (A) payment (whether of severance pay or otherwise), (B) acceleration of payment or vesting of benefits, (C) forgiveness of indebtedness, vesting, (D) distribution, (E) restriction on funds, or (F) increase in benefits or obligation to fund benefits with respect to any Employee. (xiiixvii) There exists no material liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran Bema or any Vitran Subsidiary Bema Subsidiaries or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, been properly followed in accordance material compliance with the terms of such former benefit plans and Laws.

Employee Plans. (A) Metermaster has heretofore provided to Transmation a true, correct and complete copy of Metermaster's employee benefits handbook, which was never distributed to Metermaster's employees, and no other employee benefits handbook was ever distributed to Metermaster's employees. SCHEDULE 4.17 lists all employment Contracts, all union, guild, labor or collective bargaining agreements, all employee benefit plans, and all other arrangements or understandings, explicit or implied, written or oral, whether for the benefit of one or more Persons, relating to employment, compensation or benefits, to which Metermaster or any of its Subsidiaries is a party or is obligated to contribute, or by which Metermaster or any of its Subsidiaries is bound, including: (i) Disclosed in all employee benefit plans within the Vitran Disclosure Letter are meaning of section 3(3) of ERISA; (ii) all material written employee benefit, welfare, supplemental unemployment benefitdeferred compensation, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensationoption, stock purchase, stock optionincentive, stock appreciationappreciation rights, phantom stock option, savingsrestricted stock, severance or incentive compensation plans, agreements or arrangements; (iii) all plans, agreements or arrangements providing for "fringe benefits" or perquisites to employees, officers, directors or agents; and (iv) all employment, consulting, termination payor indemnification Contracts (collectively, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed "EMPLOYEE PLANS"). Metermaster has delivered to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”). (ii) Vitran has made available to Purchaser for inspection by Transmation true, correct and complete copies of all Employee Plans and Plans, all booklets and manuals prepared for, and circulated torelated summary plan descriptions, the Employees most recent determination letters received from the IRS, Form 5500 Annual Reports for the last three years (including all attachments thereto), the most recent financial reports and their beneficiaries concerning each summary annual reports and, where applicable, summary descriptions of any Employee PlanPlans not otherwise reduced to writing. Except for ongoing negotiations in settlement of the Related Party Contracts, together with copies of all written communications of a general nature provided to such Employees and their beneficiariesthere are no negotiations, describing demands or proposals that are pending or have been made since the benefits provided under each such Employee Plan referred to therein. (iii) All respective dates of the Employee Plans havewhich concern matters now covered, in all material respectsor that would be covered, been established, registered, qualified, funded, invested by any Employee Plan. (B) Metermaster and administered in accordance with, each of its Subsidiaries and each of the Employee Plans have complied and are in good standing undercompliance with the applicable provisions of the Code, ERISA and all Lawsother applicable Legal Requirements. Metermaster and each of its Subsidiaries have performed all of their obligations under all of the Employee Plans, including the terms full payment of such all amounts required to be made as contributions thereto or otherwise. Any failure by Metermaster or its Subsidiaries to make all required contributions to Employee Plans in a timely fashion has not created, and with all understandingscannot reasonably be expected to create, written any liability or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employeesobligation. (ivC) No material amendments have been made With respect to any each Employee Plan and no improvements to any Employee Plan have been promised and no amendments that is an "employee benefit plan" within the meaning of section 3(3) of ERISA, or improvements to any Employee Plan will be made or promised by Vitran or any a "plan" within the meaning of section 4975(e)(1) of the Vitran Subsidiaries prior Code, no transaction has occurred which is prohibited by section 406 of ERISA or which could give rise to the Effective Date. (v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any a liability under section 4975 of the financial information relevant to Vitran Code or the Vitran Subsidiaries. (visections 502(i) or 409 of ERISA. None of the Employee Plans provides post-retirement benefits to nor any fiduciary thereof has been the direct or in respect indirect subject of an audit, investigation or examination by any Governmental Entity within the last five years. There are no actions, suits, penalties or claims (other than routine undisputed claims for benefits) pending or threatened against or arising our of any of the Employees Employee Plans or the respective assets thereof and, to Metermaster's best knowledge, no facts exist which could give rise to any such actions, suits, penalties or claims which might have an adverse effect on any Employee Plan or on Metermaster or any former Employees or to or in respect of the beneficiaries of such Employees and former EmployeesSubsidiary. (viiD) All data necessary to administer each Each Employee Plan that is in intended to qualify under section 401(a) of the possession Code is so qualified and has received a favorable determination letter from the IRS. There have been no developments since the respective dates of Vitran and is in such determination letters that would create a form sufficient for risk of causing the proper administration, in all material respects, loss of each qualification of the subject Employee Plan. (viiiE) Vitran and/or the Vitran Neither Metermaster nor any of its Subsidiaries may unilaterally amend, modify, vary, revise, revokemaintains or has at any time maintained, or terminatehas or could have any liability with respect to, in whole an Employee Plan subject to Title IV of ERISA. No Employee Plan is or in partever has been a "multiemployer plan" within the meaning of section 3(37) of ERISA. Neither Metermaster nor any of its Subsidiaries has or could have any liability with respect to a "multiemployer plan" as defined under section 3(37) of ERISA. No Employee Plan now holds or has heretofore held any stock or other securities issued by Metermaster or any of its Subsidiaries. Neither Metermaster nor any of its Subsidiaries has established or contributed to, each Employee Plan, subject only to approvals required by Laws. (ix) All contributions or premiums is required to be made by Vitran contribute to or has or could have any Vitran Subsidiary under the terms of each Employee Plan or by Laws have been made, in all material respects, in a timely fashion in accordance with Laws and the terms of the Employee Plans, and neither Vitran nor any Vitran Subsidiary has, and as of the Effective Date will not have, any actual or potential material unfunded liabilities (other than liabilities accruing after the Effective Date) liability with respect to any "voluntary employees' beneficiary association" within the meaning of section 501(c)(9) of the Employee Plans. All liabilities Code, any "welfare benefit fund" within the meaning of Vitran section 419 of the Code, any "qualified asset account" within the meaning of section 419A of the Code or any Vitran Subsidiary "multiple employer welfare arrangement" within the meaning of section 3(40) of ERISA. (whether accruedF) All group health plans of Metermaster and its Subsidiaries have been operated in compliance with the group health plan continuation coverage requirements of sections 601 through 608 of ERISA and section 4980B of the Code, absoluteTitle XXII of the Public Health Service Act and the provisions of the Social Security Act, contingent to the extent such requirements are applicable. Except to the extent required under section 4980B of the Code, neither Metermaster nor any of its Subsidiaries provides health or welfare benefits (through the purchase of insurance or otherwise) related for any retired employee or any former employee. (G) No provision of any Employee Plan restricts the ability of Transmation or the Surviving Corporation to all Employee Plans haveterminate the future accruals of obligations thereunder after the Effective Time; provided, however, that no such representation or warranty is made with respect to liabilities already accrued at the time of such termination. (H) Except as set forth in all material respectsSCHEDULE 4.17, each Form 5500 required to be filed by Metermaster or any of its Subsidiaries has been disclosed filed in accordance with GAAP in the financial statements of Vitranall applicable Legal Requirements. (xI) As There has been no act or omission by Metermaster or any of its Subsidiaries that has given rise or may give rise to fines, penalties, Taxes or related charges under sections 4980D, 502(c) or 502(l) of ERISA, Chapters 43, 46 or 47 of Subtitle D of the date hereofCode, no Employee Plan, nor any related trust or other funding medium thereunder, is subject to any pending, threatened or anticipated investigation, examination or other legal proceeding, initiated by any Governmental Entity or by any other Person (other than routine claims for benefits) which would, if not decided in Vitran’s favour, individually or in Chapter 68 of Subtitle F of the aggregate, have Material Adverse EffectCode. (xiJ) There have been no withdrawals, applications or transfers of assets from any Employee Plan or the trusts or other funding media relating thereto except in accordance with the terms of such Employee Plan, Laws and all applicable agreements. (xii) Except as disclosed in the Vitran Disclosure Letter, the execution Solely for purposes of this Agreement and Section 4.17, all references to Metermaster or any of its Subsidiaries includes any Person which, together with Metermaster or any of its Subsidiaries, is considered an affiliated organization within the completion meaning of sections 414(b), 414(c), 414(m) or 414(o) of the Arrangement and the other Transactions contemplated hereby will not (either alone Code or in conjunction with any additional sections 3(5) or subsequent events4001(b)(1) constitute an event under any Employee Plan that will or may result in any material payment (whether of severance pay or otherwise), acceleration of payment or vesting of benefits, forgiveness of indebtedness, vesting, distribution, restriction on funds, increase in benefits or obligation to fund benefits with respect to any EmployeeERISA. (xiii) There exists no liability in connection with any former benefit plan relating to the Employees or former Employees of Vitran or any Vitran Subsidiary or their beneficiaries that has terminated, and all procedures for termination of each such former benefit plan have been, in all material respects, properly followed in accordance with the terms of such former benefit plans and Laws.