Common use of Employee Retirement Income Security Act of 1974 Clause in Contracts

Employee Retirement Income Security Act of 1974. (a) ATS (which for purposes of this Section shall include any ERISA Affiliate of ATS) currently sponsors, maintains and contributes only to the Plans and Benefit Arrangements set forth in Section 5.11(a) of the ATS Disclosure Schedule. ATS has delivered or made available to ATC true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan (if any such report was required by Applicable Law), (iii) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, and (iv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATS, each such Form 5500 and each such summary plan description (or similar document) does not, as of the date hereof, contain any material misstatements. ATS does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a) of the ATS Disclosure Schedule is, (i) a Multiemployer Plan, or (ii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS has no actual or potential liability under Title IV of ERISA. ATS does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS does not have any obligation or liability with respect to any such Plan previously maintained by ATS, except as the provisions of COBRA may apply to any former employees of ATS. Except as set forth in Section 5.11(a) of the ATS Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a) of the ATS Disclosure Schedule: (i) all such Plans and Benefit Arrangements comply and have been administered in form and in operation in accordance with their respective terms, and with all Applicable Laws, in all material respects, and ATS has not received any notice from any Authority disputing or investigating such compliance; (ii) none of the assets of any such Plan are invested in employer securities or employer real property; (iii) there are no Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders) pending or, to ATS' knowledge, threatened involving such Plans or the assets of such Plans, and, to ATS' knowledge, no facts exist which are reasonably likely to give rise to any such Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders); (iv) all material contributions to, and material payments from, the Plans and Benefit Arrangements that may have been required to be made in accordance with the terms of the Plans and Benefit Arrangements, and any applicable collective bargaining agreement, have been made. All such contributions to, and payments from, the Plans and Benefit Arrangements, except those payments to be made from a trust qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected on the financial books and records of ATS; (v) No act, omission or transaction has occurred which would result in imposition on ATS of (A) any breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vi) ATS has not incurred any material liability to a Plan (other than for contributions not yet due) which liability has not been fully paid or accrued for payment as of the date hereof; (vii) except as otherwise contemplated by this Agreement or the ATS Disclosure Schedule, no current or former employee of ATS will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Plan or Benefit Arrangement as a result of the transactions contemplated by this Agreement; (viii) no compensation payable by ATS to any of its employees under any existing Plan, Benefit Arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code; (ix) any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of ATS who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment arrangement would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code),; (x) all such Plans maintained by ATS that are intended to comply with Sections 401 and 501 of the Code comply in all material respects with all applicable requirements of such sections, and no Event has occurred which is known to ATS which will give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code and each such Plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Plan and related trust is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of ATS, revocation has not been threatened. ATS has delivered or made available to ATC a copy of the most recent determination letter received with respect to each Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. ATS has also provided or made available to ATC a list of all Plan amendments as to which a favorable determination letter has not yet been received; (xi) no Plan which is an employee stock ownership plan (an "ESOP") constitutes a leveraged employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code and there are no unallocated shares of stock of ATS currently held under any such ESOP in a suspense account; and (xii) there are no outstanding options (or contractual obligations to issue options) to acquire ATS Common Stock or other ATS securities other than options held by employees or directors of ATS and issued under Benefit Arrangements (the aggregate number of which are as set forth in Section 5.11(a) of the ATS Disclosure Schedule). (b) The execution, delivery and performance by ATS of this Agreement and the Collateral Documents executed or required to be executed by ATS pursuant hereto and thereto will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code with respect to any Plan listed in Section 5.11(a) of the ATS Disclosure Schedule.

Employee Retirement Income Security Act of 1974. (a) ATS ATC (which for purposes of this Section shall include any ERISA Affiliate of ATSATC) currently sponsors, maintains and contributes only to the Plans and Benefit Arrangements set forth in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule. ATS ATC has delivered or made available to ATC ATS true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan (if any such report was required by Applicable Law), (iii) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, and (iv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATSATC, each such Form 5500 and each such summary plan description (or similar document) does not, as of the date hereof, contain any material misstatements. ATS ATC does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule is, (i) an employee pension benefit plan within the meaning of Section 3(2) of ERISA, (ii) a Multiemployer Plan, or (iiiii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS ATC has no actual or potential liability under Title IV of ERISA. ATS ATC does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS ATC does not have any obligation or liability with respect to any such Plan previously maintained by ATSATC, except as the provisions of COBRA may apply to any former employees of ATSATC. Except as set forth in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule: (i) all such Plans and Benefit Arrangements comply and have been administered in form and in operation in accordance with their respective terms, and with all Applicable Laws, in all material respects, and ATS ATC has not received any notice from any Authority disputing or investigating such compliance; (ii) none of the assets of any such Plan are invested in employer securities or employer real property; (iii) there are no Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders) pending or, to ATS' ATC's knowledge, threatened involving such Plans or the assets of such Plans, and, to ATS' ATC's knowledge, no facts exist which are reasonably likely to give rise to any such Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders); (iv) all material contributions to, and material payments from, the Plans and Benefit Arrangements that may have been required to be made in accordance with the terms of the Plans and Benefit Arrangements, and any applicable collective bargaining agreement, have been made. All such contributions to, and payments from, the Plans and Benefit Arrangements, except those payments to be made from a trust qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected on the financial books and records of ATSATC; (v) No act, omission or transaction has occurred which would result in imposition on ATS ATC of (A) any breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vi) ATS ATC has not incurred any material liability to a Plan (other than for contributions not yet due) which liability has not been fully paid or accrued for payment as of the date hereof; (vii) except as otherwise contemplated by this Agreement or the ATS ATC Disclosure Schedule, no current or former employee of ATS ATC will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Plan or Benefit Arrangement as a result of the transactions contemplated by this Agreement; (viii) no compensation payable by ATS ATC to any of its employees under any existing Plan, Benefit Arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code; (ix) any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of ATS ATC who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment arrangement would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code),; (x, except for any amount that is approved by the stockholders of ATC on or before the Closing Date in the manner provided in Section 280G(b)(5) all such Plans maintained by ATS that are intended to comply with Sections 401 and 501 of the Code comply in all material respects with all applicable requirements of such sections, and no Event has occurred which is known to ATS which will give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code and each such Plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Plan and related trust is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of ATS, revocation has not been threatened. ATS has delivered or made available to ATC a copy of the most recent determination letter received with respect to each Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. ATS has also provided or made available to ATC a list of all Plan amendments as to which a favorable determination letter has not yet been received; (xi) no Plan which is an employee stock ownership plan (an "ESOP") constitutes a leveraged employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code and there are no unallocated shares of stock of ATS currently held under any such ESOP in a suspense account; and (xiix) there are no outstanding options (or contractual obligations to issue options) to acquire ATS ATC Common Stock or other ATS ATC securities other than options held by employees or directors of ATS ATC and issued under Benefit Arrangements (the aggregate number of which are as set forth in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule). (b) The execution, delivery and performance by ATS ATC of this Agreement and the Collateral Documents executed or required to be executed by ATS ATC pursuant hereto and thereto will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code with respect to any Plan listed in Section 5.11(a4.11(a) of the ATS ATC Disclosure Schedule.

Employee Retirement Income Security Act of 1974. Except as set forth in Section 4.11 of the UniSite Disclosure Schedule (a) ATS UniSite (which for purposes of this Section shall include any ERISA Affiliate of ATSAffiliate) has not within the preceding six years sponsored, maintained or contributed to, and does not currently sponsorssponsor, maintains and contributes only to the Plans and maintain or contribute to, any Plan or Benefit Arrangements Arrangement, except as set forth in Section 5.11(a4.11(a) of the ATS UniSite Disclosure Schedule. ATS UniSite has delivered or made available to ATC true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan or Benefit Arrangement (if any such report was required by Applicable Law), (iii) the two most recent financial statements and actuarial reports with respect to any Plan for which such statements or reports exist, (iv) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, (v) the most recent Internal Revenue Service determination letter, if any, and (ivvi) each trust agreement and insurance policy (including any fiduciary liability policy or bond) or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATSUniSite, each such Form 5500 and each such summary plan description (or similar document) does not, as of the date hereof, contain any material misstatements. ATS does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a) of the ATS Disclosure Schedule is, (i) a Multiemployer Plan, or (ii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS has no actual or potential liability under Title IV of ERISA. ATS UniSite does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS does not have any obligation or liability with respect to any such Plan previously maintained by ATSor other arrangement that provides for post-retirement medical, dental, health, hospitalization, disability, life insurance or other benefits, except as the provisions of COBRA may apply to any former employees of ATSUniSite. Except as set forth in Section 5.11(a4.11(a) of the ATS UniSite Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a4.11(a) of the ATS UniSite Disclosure Schedule: (i) all such Plans and Benefit Arrangements comply and have been administered in form and in operation in accordance with their respective terms, and with all Applicable Lawsoperation, in all material respects, in accordance with their respective terms and ATS with all Applicable Laws and UniSite has not received any notice from any Authority disputing or investigating such compliance; (ii) none of the assets of any such Plan are invested in employer securities or employer real property; (iii) there are no Claims (other than routine Claims for benefits or actions seeking qualified quali fied domestic relations orders) pending or, to ATS' UniSite's knowledge, threatened involving such Plans or the assets of such Plans, and, to ATS' UniSite's knowledge, no facts exist which are reasonably likely to give rise to any such Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders); (iv) all material contributions to, and material payments from, the Plans and Benefit Arrangements that may have been required to be made in accordance with the terms of the Plans and Benefit Arrangements, and any applicable collective bargaining agreement, have been made. All such contributions to, and payments from, the Plans and Benefit Arrangements, except those payments to be made from a trust qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected on the financial books and records of ATSUniSite; (v) No actto UniSite's knowledge, omission or transaction no Event has occurred which would result in imposition on ATS UniSite (or on any Person who UniSite has agreed to indemnify) of (A) any breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vi) ATS Each Pension Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and UniSite is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determination letter. There is no pending or, to its knowledge, threatened litigation or governmental audit, examination or investigation relating to any Plan. Each asset held under any Plan may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Pension Plan; (vii) UniSite has not maintained and does not maintain any Pension Plan subject to Title IV of ERISA or any defined benefit Plan; (viii) No Pension Plan has an "accumulated funding deficiency" (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. UniSite has not provided, and is not required to provide, security to any Pension Plan or to any single-employer plan; (ix) Each Plan may be amended, terminated, or otherwise modified by UniSite to the greatest extent permitted by applicable law, including the elimination of any and all future benefit accruals under any Plan, and no employee communications or provision of any Plan document has failed to effectively reserve the right of UniSite to so amend, terminate or otherwise modify such Plan; (x) UniSite has not incurred any material liability to a Plan (other than for contributions not yet due) which liability has not been fully paid or accrued for payment as of the date hereofhereof`and set forth in the UniSite Financial Statements; (viixi) except as otherwise contemplated by this Agreement or set forth in Section 4.11(a) of the ATS UniSite Disclosure Schedule, no current or former employee of ATS UniSite will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Plan or Benefit Arrangement as a result of the transactions contemplated by this Agreement;, and no such benefit or acceleration will constitute an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code); and (viiixii) no compensation payable by ATS UniSite to any of its employees under any existing Plan, Plan or Benefit Arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code; (ix) any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of ATS who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment arrangement would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code),; (x) all such Plans maintained by ATS that are intended to comply with Sections 401 and 501 of the Code comply in all material respects with all applicable requirements of such sections, and no Event has occurred which is known to ATS which will give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code and each such Plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Plan and related trust is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of ATS, revocation has not been threatened. ATS has delivered or made available to ATC a copy of the most recent determination letter received with respect to each Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. ATS has also provided or made available to ATC a list of all Plan amendments as to which a favorable determination letter has not yet been received; (xi) no Plan which is an employee stock ownership plan (an "ESOP") constitutes a leveraged employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code and there are no unallocated shares of stock of ATS currently held under any such ESOP in a suspense account; and (xii) there are no outstanding options (or contractual obligations to issue options) to acquire ATS Common Stock or other ATS securities other than options held by employees or directors of ATS and issued under Benefit Arrangements (the aggregate number of which are as set forth in Section 5.11(a) of the ATS Disclosure Schedule). (b) The execution, delivery and performance by ATS UniSite of this Agreement and the Collateral Documents executed or required to be executed by ATS UniSite pursuant hereto and thereto will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code with respect to any Plan listed in Section 5.11(a) of the ATS Disclosure SchedulePlan.

Employee Retirement Income Security Act of 1974. (a) ATS TCT (which for purposes of this Section shall include any ERISA Affiliate of ATSTCT) currently sponsors, maintains and contributes only to the Plans and Benefit Arrangements set forth in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule. ATS TCT has delivered or made available to ATC true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan or Benefit Arrangement (if any such report was required by Applicable Law), (iii) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, and (iv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATSTCT, each such Form 5500 and each such summary plan description (or similar document) does not, as of the date hereof, contain any material misstatements. ATS Except as set forth in Section 4.11(a) of the TCT Disclosure Schedule, TCT does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule is, (i) an employee pension benefit plan within the meaning of Section 3(2) of ERISA, (ii) a Multiemployer Plan, or (iiiii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS TCT has no actual or potential liability under Title IV of ERISA. ATS TCT does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS TCT does not have any obligation or liability with respect to any such Plan previously maintained by ATSTCT, except as the provisions of COBRA may apply to any former employees of ATSTCT. Except as set forth in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule: (i) all such Plans and Benefit Arrangements comply and have been administered in form and in operation in accordance with their respective terms, and with all Applicable Lawsoperation, in all material respects, in accordance with their respective terms and ATS with all Applicable Laws and TCT has not received any notice from any Authority that it is currently or is going to be disputing or investigating such compliance; (ii) none of the assets of any such Plan are invested in employer securities or employer real property; (iii) there are no Claims (other than routine Claims for benefits or actions seeking qualified quali fied domestic relations orders) pending or, to ATS' TCT's knowledge, threatened involving such Plans or the assets of such Plans, and, to ATS' TCT's knowledge, no facts exist which are reasonably likely to give rise to any such Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders); (iv) all material contributions to, and material payments from, the Plans and Benefit Arrangements that may have been required to be made in accordance with the terms of the Plans and Benefit Arrangements, and any applicable collective bargaining agreement, have been made. All such contributions to, and payments from, the Plans and Benefit Arrangements, except those payments to be made from a trust qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected on the financial books and records of ATSTCT; (v) No act, omission or transaction no Event has occurred which would result in imposition on ATS TCT of any material liability for (A) any breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vi) ATS TCT has not incurred any material liability to a Plan (other than for contributions not yet due) which liability has not been fully paid or accrued for payment as of the date hereof; (vii) except as otherwise contemplated by this Agreement or set forth in Section 4.11(a) of the ATS TCT Disclosure Schedule, no current or former employee of ATS TCT will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Plan or Benefit Arrangement as a result of the transactions contemplated by this Agreement; (viii) no compensation payable by ATS TCT to any of its employees under any existing Plan, Plan or Benefit Arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code;; and (ix) any amount that could be received (whether in cash or property or by virtue of the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of ATS TCT who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-11.280G- 1) under any employment arrangement would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code),; (x, except for any amount that is approved by the stockholders of TCT on or before the Closing Date in the manner provided in Section 280G(b)(5) all such Plans maintained by ATS that are intended to comply with Sections 401 and 501 of the Code comply in all material respects with all applicable requirements of such sections, and no Event has occurred which is known to ATS which will give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code and each such Plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Plan and related trust is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of ATS, revocation has not been threatened. ATS has delivered or made available to ATC a copy of the most recent determination letter received with respect to each Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. ATS has also provided or made available to ATC a list of all Plan amendments as to which a favorable determination letter has not yet been received; (xi) no Plan which is an employee stock ownership plan (an "ESOP") constitutes a leveraged employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code and there are no unallocated shares of stock of ATS currently held under any such ESOP in a suspense account; and (xii) there are no outstanding options (or contractual obligations to issue options) to acquire ATS Common Stock or other ATS securities other than options held by employees or directors of ATS and issued under Benefit Arrangements (the aggregate number of which are as set forth in Section 5.11(a) of the ATS Disclosure Schedule). (b) The execution, delivery and performance by ATS TCT of this Agreement and the Collateral Documents executed or required to be executed by ATS TCT pursuant hereto and thereto will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code with respect to any Plan listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule.

Employee Retirement Income Security Act of 1974. (a) ATS TCT (which for purposes of this Section shall include any ERISA Affiliate of ATSTCT) currently sponsors, maintains and contributes only to the Plans and Benefit Arrangements set forth in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule. ATS TCT has delivered or made available to ATC true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan or Benefit Arrangement (if any such report was required by Applicable Law), (iii) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, and (iv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATSTCT, each such Form 5500 and each such summary plan description (or similar document) does did not, as of the date hereofof the Original Merger Agreement, contain any material misstatements. ATS Except as set forth in Section 4.11(a) of the TCT Disclosure Schedule, TCT does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule is, (i) an employee pension benefit plan within the meaning of Section 3(2) of ERISA, (ii) a Multiemployer Plan, or (iiiii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS TCT has no actual or potential liability under Title IV of ERISA. ATS TCT does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS TCT does not have any obligation or liability with respect to any such Plan previously maintained by ATSTCT, except as the provisions of COBRA may apply to any former employees of ATSTCT. Except as set forth in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule: (i) all such Plans and Benefit Arrangements comply and have been administered in form and in operation in accordance with their respective terms, and with all Applicable Lawsoperation, in all material respects, in accordance with their respective terms and ATS with all Applicable Laws and TCT has not received any notice from any Authority that it is currently or is going to be disputing or investigating such compliance; (ii) none of the assets of any such Plan are invested in employer securities or employer real property; (iii) there are no Claims (other than routine Claims for benefits or actions seeking qualified quali fied domestic relations orders) pending or, to ATS' TCT's knowledge, threatened involving such Plans or the assets of such Plans, and, to ATS' TCT's knowledge, no facts exist which are reasonably likely to give rise to any such Claims (other than routine Claims for benefits or actions seeking qualified domestic relations orders); (iv) all material contributions to, and material payments from, the Plans and Benefit Arrangements that may have been required to be made in accordance with the terms of the Plans and Benefit Arrangements, and any applicable collective bargaining agreement, have been made. All such contributions to, and payments from, the Plans and Benefit Arrangements, except those payments to be made from a trust qualified under Section 401(a) of the Code, for any period ending before the Closing Date that are not yet, but will be, required to be made, will be properly accrued and reflected on the financial books and records of ATSTCT; (v) No act, omission or transaction no Event has occurred which would result in imposition on ATS TCT of any material liability for (A) any breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (l) of Section 502 of ERISA or (C) a tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vi) ATS TCT has not incurred any material liability to a Plan (other than for contributions not yet due) which liability has had not been fully paid or accrued for payment as of the date hereofof the Original Merger Agreement; (vii) except as otherwise contemplated by this Agreement or set forth in Section 4.11(a) of the ATS TCT Disclosure Schedule, no current or former employee of ATS TCT will be entitled to any additional benefits or any acceleration of the time of payment or vesting of any benefits under any Plan or Benefit Arrangement as a result of the transactions contemplated by this Agreement; (viii) no compensation payable by ATS TCT to any of its employees under any existing Plan, Plan or Benefit Arrangement (including by reason of the transactions contemplated hereby) will be subject to disallowance under Section 162(m) of the Code;; and (ix) any amount that could be received (whether in cash or property or by virtue of the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer, director or independent contractor of ATS TCT who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment arrangement would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code),; (x, except for any amount that is approved by the stockholders of TCT on or before the Closing Date in the manner provided in Section 280G(b)(5) all such Plans maintained by ATS that are intended to comply with Sections 401 and 501 of the Code comply in all material respects with all applicable requirements of such sections, and no Event has occurred which is known to ATS which will give rise to disqualification of any such Plan under such sections or to a tax under Section 511 of the Code and each such Plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Plan and related trust is qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of ATS, revocation has not been threatened. ATS has delivered or made available to ATC a copy of the most recent determination letter received with respect to each Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter. ATS has also provided or made available to ATC a list of all Plan amendments as to which a favorable determination letter has not yet been received; (xi) no Plan which is an employee stock ownership plan (an "ESOP") constitutes a leveraged employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code and there are no unallocated shares of stock of ATS currently held under any such ESOP in a suspense account; and (xii) there are no outstanding options (or contractual obligations to issue options) to acquire ATS Common Stock or other ATS securities other than options held by employees or directors of ATS and issued under Benefit Arrangements (the aggregate number of which are as set forth in Section 5.11(a) of the ATS Disclosure Schedule). (b) The execution, delivery and performance by ATS TCT of this Agreement and the Collateral Documents executed or required to be executed by ATS TCT pursuant hereto and thereto will not involve any prohibited transaction within the meaning of ERISA or Section 4975 of the Code with respect to any Plan listed in Section 5.11(a4.11(a) of the ATS TCT Disclosure Schedule.