Common use of Employees and Employee Benefit Plans Clause in Contracts

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. 3.18.1 Except as disclosed on SCHEDULE 3.18.1, no employee or director of Eldorado or consultant retained by Eldorado (in each case including the Bank) shall have the right to receive from the Surviving Corporation or the Bank any material payment (including bonuses and including those in the nature of severance, salary continuation, unemployment compensation, golden parachute or otherwise) (a) Schedule 4.11(a)(ias a consequence of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, or (b) lists all Employee in the event his or her employment or service is terminated by the Surviving Corporation or the Bank at or after the Effective Time, whether such right arises as a matter of contract, past policy or understanding, pursuant to an Eldorado Benefit Plans Plan or otherwise. Except as disclosed on SCHEDULE 3.18.1, neither the execution and Employee Programs sponsored by Seller delivery of this Agreement nor the consummation of the transactions contemplated hereby will (x) materially increase any benefits otherwise payable under any EXECUTION VERSION Eldorado Benefit Plan or an ERISA Affiliate (y) result in any acceleration of Seller, other than CLF&P, providing the time of payment or vesting of any such benefits to any material benefits or compensation to the current employees extent. 3.18.2 SCHEDULE 3.18.2 sets forth a true and complete list of CLF&P, as in effect each Eldorado Benefit Plan maintained as of the date hereof. Eldorado has heretofore delivered to CSBI true and complete copies of this Agreement. Schedule 4.11(a)(iieach Eldorado Benefit Plan and all related documents, including but not limited to (a) lists all Employee the actuarial report for such Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as Plan (if applicable) for each of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payablelast two years, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closing. (b) None the most recent determination letter from the Internal Revenue Service (if applicable) for such Eldorado Benefit Plan. Except as disclosed on SCHEDULE 3.18.2, (i) each of the current employees of CLF&P participate Eldorado Benefit Plans has been operated and administered in any “multiemployer pension plan” all material respects with applicable laws, including but not limited to ERISA and the Internal Revenue Code, (ii) each Eldorado Benefit Plan intended to be "qualified" within the meaning of Section 401 (a) of the Internal Revenue Code is so qualified, (iii) no Eldorado Benefit Plan provides benefits, including without limitation death or medical benefits (whether or not insured), with respect to current or former employees of Eldorado or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension Benefit Plan," as that term is defined in Section 4001(a)(3). 3(2) of ERISA, (cy) The Employee Benefit Plans and Employee Programs available to deferred compensation benefits accrued as liabilities on the books of Eldorado or (z) benefits the full cost of which is borne by the current employees or former employee (or his or her beneficiary), (iv) no liability under Title IV of CLF&P conform ERISA has been incurred by Eldorado or any ERISA Affiliate that has not been satisfied in full and no condition exists that presents a material risk to Eldorado or any ERISA Affiliate of incurring a material liability thereunder, (v) no Eldorado Benefit Plan is a "multiemployer pension Benefit Plan," as such term is defined in Section 3(37) of ERISA, (vi) all material respects contributions or other material amounts payable by Eldorado as of the Effective Time with respect to all laws, including each Eldorado Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the applicable provisions of ERISA and the Internal Revenue Code, except where the failure to conform would not have a Material Adverse Effect. (dvii) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P neither Eldorado nor any ERISA Affiliate has engaged in a transaction that would in connection with which Eldorado or any ERISA Affiliate could be subject Seller to either a material civil penalty assessed pursuant to Section 409 or CLF&P 502(i) of ERISA or a material Tax imposed pursuant to the Tax or penalty on prohibited transactions imposed by Section 4975 or 4976 of the Code or Internal Revenue Code, and (viii) to a civil penalty imposed by Section 502 of ERISA. (e) There Eldorado's Knowledge, there are no material pending actionspending, threatened or anticipated claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P (other than routine claims for benefits) by, on behalf of or against any Eldorado Benefit Plan or any trusts related thereto. 3.18.3 There are no material disputes or employee grievances pending or, to Eldorado's Knowledge, contemplated by or between any of Eldorado's employees and Eldorado, and there are not a significant number of disciplinary actions pending or contemplated with respect to Eldorado's employees. Eldorado has complied in all respects with all Laws relating to the employment of labor and, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in disclosed on SCHEDULE 3.18.3, has no liability for any terminationarrears of wages or employment-related taxes, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended penalties for failure to comply with any such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of SellerLaw, CLF&P has not participated, nor will participate prior to or after the Closing Date, in EXECUTION VERSION for any conduct that could result in the imposition upon CLF&P severance or termination payments of any excise tax under Section 4971 through 4980B of the Code type. No election or civil liability under Section 502(iproceeding relating to Eldorado's labor relations is pending or, to Eldorado's Knowledge, contemplated. Eldorado has had no union activity or any material labor trouble (including any strike, work stoppage, slow-down, or similar disturbance) of ERISAany kind, nature or description at any time. True and correct copies of all personnel policies and manuals of Eldorado have been provided to CSBI. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iEach “employee welfare benefit plan” or “employee pension benefit plan” (as those terms are defined in sections 3(1) lists all and 3(2), respectively, of ERISA), each plan, program, policy, agreement or other arrangement providing for compensation, retirement, severance, health or welfare benefits, each deferred compensation plan, incentive compensation plan, stock plan, retention plan or agreement, unemployment compensation plan, vacation pay, change in control, severance pay, bonus or benefit arrangement, insurance or hospitalization program, flexible benefit plan, cafeteria plan, dependent care plan or any fringe benefit arrangements or other employee benefits plan that is sponsored, maintained, contributed to or required to be contributed to by DP&L or any other entity that together with DP&L would be treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code, or Section 4001(b) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or with respect to which DP&L or any other entity that together with DP&L would be treated as a single employer under Sections 414(b), (c), (m) or (o) of the Code, or Section 4001(b) of ERISA has or could reasonably be expected to have any liability, contingent or otherwise and that is for the benefit of any current or former employee of DP&L (each an “Employee Benefit Plans Plan”): (i) if intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service as to its qualification and, to Seller’s Knowledge, no event has occurred that could reasonably be expected to result in disqualification of such Employee Benefit Plan; and (ii) materially complies in form with all requirements of applicable law and has been operated, funded and administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code. No Employee Programs sponsored by Seller or an ERISA Affiliate Benefit Plan is a “multiemployer plan” (as defined in Section 3(37) of SellerERISA). Schedule 4.12(a) sets forth a true and complete listing, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect as of the date hereof, of this Agreement. Schedule 4.11(a)(ii) lists all each material Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the ClosingPlan. (b) None There are no pending or, to Seller’s Knowledge, threatened material claims, proceedings, hearings, audits, examinations, or investigations by or on behalf of the current employees of CLF&P participate in or otherwise involving any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3Employee Benefit Plan (other than routine claims for benefits). (c) The Employee Benefit Plans and Employee Programs available to the current employees Except as set forth on Schedule 4.12(c), neither DP&L nor any other entity that together with DP&L would be treated as a single employer under Section 414(b), (c), (m) or (o) of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure or Section 4001(b) of ERISA has incurred any liability, contingent or otherwise, under Title IV or Section 302 of ERISA or is reasonably expected to conform would not have a Material Adverse Effectincur such liability. (d) To the Knowledge Except as set forth on Schedule 4.12(d), with respect to each Employee Benefit Plan that is subject to Title IV or Section 302 of SellerERISA, none or Section 412 of the Employee Benefit PlansCode: (i) no accumulated funding deficiency, Seller whether or CLF&P has engaged in a transaction that would subject Seller not waived, within the meaning of Section 302 of ERISA or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 412 of the Code or has been incurred that would reasonably be expected to result in a civil penalty imposed liability to DP&L, (ii) all contributions (including installments) to such plan required by Section 502 302 of ERISA and Section 412 of the Code have been timely made; (iii) no steps have been taken to terminate any such plan; (iv) there has been no withdrawal (within the meaning of section 4063 of ERISA) of a “substantial employer” (as defined in section 4001(a)(2) of ERISA); (v) no event or condition has occurred which might constitute grounds under section 4042 of ERISA for the termination of or the appointment of a trustee to administer any such plan; (vi) no event or condition has occurred which would give rise to liabilities under section 4062(e) of ERISA; and (vii) no event has occurred with respect to any such plan which has resulted or could reasonably be expected to result a Lien being imposed on the Assets of DP&L or other entity that together with DP&L would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Code, or Section 4001(b) of ERISA. (e) There are no DP&L does not have any material pending actionsliability (whether or not assessed) under Sections 4980D, claims 4980H, 6721 or lawsuits that have been asserted or instituted against 6722 of the Employee Benefit Plans or the Employee Programs Code, and with respect to each group health plan benefiting any current or former employees employee of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect DP&L that is subject to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) Code, DP&L has complied with the continuation coverage requirements of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or and Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or localityERISA. (vf) No amounts payable The consummation of the Transactions will not (i) entitle any current or former employee of DP&L to any payment or (ii) accelerate the time of payment or vesting, or increase the amount, of compensation due any such current or former employee. (g) Each Employee Benefit Plan that provides for “nonqualified deferred compensation” (within the meaning of Section 409A of the Code) is in all material respects in documentary compliance with, and has been operated in all material respects in compliance with, Section 409A of the Code, and no current or former employee, director or individual service provider of DP&L has a right to any gross up payment or indemnification DP&L with respect to any such Employee Benefit Plan. There have been no acts or omissions by DP&L that have given rise to or that currently give rise to any material interest, fines, penalties, taxes or related charges under Section 409A of the Code for which DP&L would reasonably be expected to be liable with respect to any amount under any such Employee Benefit Plan. (h) Except as set forth on Schedule 4.12(h), none of Seller or any of its Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or Employee Program otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code or applicable state law. (i) The Companies are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws relating to employment and employment practices, or terms and conditions of employment, including but not limited to, worker classification, wages, hours of work, discrimination, collective bargaining, immigration, workers’ compensation, unemployment compensation, withholding, and occupational safety and health. All independent contractors and consultants providing personal services to the Companies have been properly classified as independent contractors for purposes of all Laws, including Laws with respect to employee benefits, and all employees of the Companies have been properly classified under the Fair Labor Standards Act and similar state laws. (j) A Form I-9 has been completed and retained with respect to each such current employee and, where required by law, former employees of the Companies. During the one year period prior to the date hereof, the Companies have not been the subject of any audit or other action, suit, proceeding, claim, demand, assessment or judgments nor, to Seller’s Knowledge, have the Companies during such period been the subject of an investigation, inquiry or other any audit or other action, suit, proceeding, claim, demand, assessment or judgments from the U.S. Department of Homeland Security, including the Immigration and Customs Enforcement, (or any predecessor thereto, including the U.S. Customs Service or the Immigration and Naturalization Service) or any other contractimmigration-related enforcement proceeding. (k) The Companies are and have been in material compliance with, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue the extent applicable, Executive Order No. 11246 of 1965 (“E.O. 11246”), Section 162(m) or 280G 503 of the CodeRehabilitation Act of 1973 (“Section 503”) and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Companies maintain and comply in all material respects with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing regulations to the extent applicable. The Companies are not and have not been since the Lookback Date, the subject of any enforcement action, and to Seller’s knowledge, audit or investigation by any Governmental Authority in connection with any Contract with a Governmental Authority or related compliance with E.O. 11246, Section 503 and VEVRAA. The Companies have not been debarred, suspended or otherwise made ineligible from doing business with the United States government or any government contractor.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i3.13(a) lists sets forth a complete and accurate list of all Employee Benefit Plans employment agreements (the "Employment Agreements") between the Company or any of its Subsidiaries and Employee Programs sponsored any employees of the Company or any of its Subsidiaries. Except for the employees of the Company or its Subsidiaries who are parties to such Employment Agreements, all of the employees of the Company and each of its Subsidiaries are employed on an at-will basis (except for restrictions or limitations on the at-will basis of such employees imposed by Seller law or an ERISA Affiliate equity or general principles of Sellerlaw or equity), other than CLF&Psuch employees party to Employment Agreements that are not, providing in the aggregate, material benefits or compensation to the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the ClosingCompany. (b) None The Company Reports or Schedule 3.13(b) set forth a complete and accurate list of all material Employee Benefit Plans and all material Benefit Arrangements which cover Employees of the current employees Company or any of CLF&P participate in its Subsidiaries with respect to their employment relationship with the Company or any “multiemployer pension plan” within of its Subsidiaries (the meaning "Company Plans"). With respect to each Company Plan, the Company has made available to Buyer true and complete copies of: (i) the plans and related trust documents and all amendments thereto, (ii) the most recent summary plan descriptions, if any, and the most recent annual report, if any, (iii) the most recent actuarial valuation (to the extent applicable), and (iv) the most recent determination letter issued by the IRS with respect to any Company Plan intended to be qualified under Section 401(a) of ERISA Section 4001(a)(3)the Code. (c) The Employee Benefit Plans With respect to each Company Plan, (i) the Company and Employee Programs available to each of its Subsidiaries is, and has been since the current employees date of CLF&P conform adoption of each Company Plan, in compliance in all material respects with the terms of each such Company Plan and with the requirements prescribed by all applicable statutes, orders or governmental rules or regulations, (ii) the Company and each of its Subsidiaries has contributed to each Pension Plan included in the Company Plans not less than the amounts accrued for such plan for all lawsplan periods for which payment is due, including and (iii) neither the applicable provisions Company nor any of ERISA its Subsidiaries has any funding commitment or other accrued liabilities except as set forth on Schedule 3.13(c) or as reserved for in the financial statements in or incorporated by reference into the Company Reports, and in the Codecase of each of clauses (i), (ii), and (iii), except where for such matters as would not, individually or in the failure aggregate, reasonably be expected to conform would not have result in a Material Adverse Effect. (d) To the Knowledge of SellerExcept as set forth on Schedule 3.13(d), none of the Company or any of its Subsidiaries has made any commitment to establish any new Employee Benefit PlansPlan or Benefit Arrangement, Seller to modify any Employee Benefit Plan or CLF&P has engaged Benefit Arrangement, or to increase benefits or compensation of Employees of the Company or any of its Subsidiaries (except for normal increases in a transaction that would subject Seller or CLF&P compensation consistent with past practices), and, to the Tax or penalty on prohibited transactions imposed by Section 4975 Company's knowledge, no intention to do so has been communicated to Employees of the Code Company or to a civil penalty imposed by Section 502 any of ERISAits Subsidiaries. (e) There Except as set forth on Schedule 3.13(e), there are no material pending actionsor, to the Company's knowledge, anticipated government audits or claims (excluding claims for benefits incurred in the ordinary course of Company Plan activities) against or lawsuits that have been asserted or instituted against otherwise involving any of the Employee Benefit Company Plans or any fiduciaries thereof with respect to their duties to the Employee Programs Company Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Company Plan activities) has been brought against or with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e)such Company Plans. (f) The transactions contemplated Neither the Company nor any of the ERISA Affiliates has, at any time after September 25, 1980, contributed to, or been required to contribute to, any "multiemployer plan" (as defined in Sections 3(37) and 4001(a)(3) of ERISA). (g) Except as required by this Agreement shall not result in any termination, retention the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code or severance pay obligations payable by Buyer, requirements of state law and regulations and except as set forth on Schedule 4.11(f3.13(g). (g) With respect , the Company and its Subsidiaries do not maintain or contribute to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor any plan or maintain, nor arrangement which provides or has any obligation liability to provide life insurance, medical or liability under or with respect to, any defined benefit plan within the meaning of other employee welfare benefits described in Section 3(353(1) of ERISA. (ii) Each ERISA to any Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) or former Employee following his retirement or termination of the Code has been determined to be so qualified by the Internal Revenue Service employment and, to the Knowledge Company's knowledge, the Company and its Subsidiaries have never represented, promised or contracted (whether in oral or written form) to any Employee or former Employee that such benefits would be provided. (h) For purposes hereof, "Employee Benefit Plans" means each and all "employee benefit plans" as defined in Section 3(3) of SellerERISA maintained or contributed to by the Company or a Subsidiary or in which the Company or a Subsidiary participates or participated and which provides benefits to Employees, nothing has occurred since the date including (i) any such plans that are "employee welfare benefit plans" as defined in Section 3(1) of ERISA, including retiree medical and life insurance plans ("Welfare Plans"), and (ii) any such plans that constitute "employee pension benefit plans" as defined in Section 3(2) of ERISA ("Pension Plans"). "Benefit Arrangements" means life and health insurance, hospitalization, savings, bonus, deferred compensation, incentive compensation, holiday, vacation, severance pay, sick pay, sick leave, disability, tuition refund, service award, company car, scholarship, relocation, patent award, fringe benefit, individual employment, consultancy or severance contracts and other polices or practices of the last such determination which resulted Company or is likely a Subsidiary providing employee or executive compensation or benefits to result in Employees maintained or contributed to by the revocation of such determinationCompany or a Subsidiary, other than changes in applicable law made by subsequent legislationEmployee Benefit Plans. "Employees" mean all current employees, regulations former employees and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification retired employees of the plan. Company or any of its Subsidiaries, including employees on disability, layoff or leave status. "Controlled Group Liability" means any and all liabilities (other than such liabilities that arise solely out of, or relate solely to, the Company Plans) of the ERISA Affiliates (other than the Company and its Subsidiaries) under (i) Title IV of ERISA, (ii) Section 302 of ERISA, (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section Sections 412 and 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. Code, (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare the continuation coverage to employees requirements of CLF&P beyond termination Section 601 et seq. of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under ERISA and Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. Code, and (v) No amounts payable under any Employee Benefit Plan corresponding or Employee Program similar provisions of foreign laws or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Coderegulations.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iSection 3.9(a) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans Seller Disclosure Letter sets forth a complete and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as accurate list of the date names of this Agreement. With all current Business Employees, specifying their position and description of the areas of responsibility with respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payableBusiness, and all contributionstheir age, transfers salary, date of hire or payments required rehire, business location, commission, bonus and incentive entitlements, Fair Labor Standards Act classification and identifying which Business Employees are currently receiving long-term or short-term disability benefits or are absent from active employment on pregnancy, parental, adoption or FMLA leave and their anticipated dates of return to be made to or under the Employee Benefit Plans or Employee Programs will have been paidactive employment and their accrued bonus as of June 30, made or accrued on the Records on or before the Closing2018. (b) None Section 3.9(b) of the current Seller Disclosure Letter set forth a true and complete list of all Employee Plans that cover any Business Employee. True and complete copies of each of the following documents have been delivered by the Seller to the Buyer: (i) each Welfare Plan, Pension Plan and Multiemployer Plan that covers any Business Employee (and, if applicable, related trust agreements) and all amendments thereto, all written interpretations thereof and written descriptions thereof which have been distributed to the Seller’s employees or participants or beneficiaries in such plan and all annuity contracts or other funding instruments; (ii) each Benefit Arrangement that covers any Business Employee, including written interpretations thereof and written descriptions thereof which have been distributed to any Business Employee or his or her beneficiaries in such Benefit Arrangement and a reasonably detailed description of CLF&P participate any such Benefit Arrangement that is not in writing; and (iii) the most recent determination letter issued by the Internal Revenue Service with respect to each Pension Plan that covers any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)Business Employee. (c) The To the Knowledge of the Seller, there are no pending or threatened claims of breaches of fiduciary duty or prohibited transactions with respect to any Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse EffectPlan covering any Business Employees or any reasonable basis therefor. (d) To the Knowledge of Seller, none Except as set forth on Section 3.9(d) of the Seller Disclosure Letter, there have been no statements or communications made or materials provided to any current or former Business Employee Benefit Plansthat provide for or could reasonably be construed as a contract or promise by the Buyer or its Affiliates to provide for any pension, Seller welfare, or CLF&P has engaged in a transaction that would subject Seller other compensation or CLF&P benefit to the Tax any such current or penalty on prohibited transactions imposed by Section 4975 of the Code former Business Employee, whether before or to a civil penalty imposed by Section 502 of ERISAafter retirement or separate from employment. (e) There All contributions, premiums and payments that are no material pending actions, claims or lawsuits that due for each Employee Plan have been asserted or instituted against made within the Employee Benefit Plans or time periods prescribed by the Employee Programs with respect to any current or former employees terms of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e)such plan and applicable Law. (f) The transactions contemplated by this Agreement shall not result Each Benefit Arrangement that provides deferred compensation subject to Section 409A or 457A of the Code has complied in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f)all material respects with applicable guidance under Section 409A and/or 457A of the Code in form and operation. (g) With respect No Purchased Asset is subject to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii):any lien under ERISA or Section 412 of the Code. (h) Except as set forth in Section 3.9(g) of the Seller Disclosure Letter: (i) As none of the Closing Date, CLF&P does not sponsor Pension Plans that covers any Business Employee who is a resident of the United States is a Multiemployer Plan or maintain, nor has any obligation a Pension Plan that is subject to either Title IV of ERISA or liability under or with respect to, any defined benefit plan within Section 412 of the meaning of Section 3(35) of ERISA.Code; (ii) Each each Pension Plan that covers any Business Employee Benefit Plan intended to be who is a resident of the United States and each related trust agreement, annuity contract or other funding instrument is tax-qualified under Sections the provisions of Code Section 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan.; (iii) To each Welfare Plan that covers any Business Employee who is a resident of the Knowledge United States and which is a “group health plan,” as defined in Section 607(1) of SellerERISA, CLF&P has not participated, nor will participate prior to or after been operated in material compliance with the Closing Date, in any conduct that could result in the imposition upon CLF&P provisions of any excise tax under Section 4971 through Part 6 of Title I of ERISA and Sections 162(k) and 4980B of the Code or civil liability under Section 502(i) of ERISA.at all times; (iv) No the Seller has complied in all material respects with Patient Protection and Affordable Care Act with respect to the Business Employees; (v) each Employee Benefit Plan or has been operated in all material respects in accordance with its terms and applicable Law; (vi) no Employee Program provides any health, life or other Plan promises post-employment welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise benefits (other than coverage as may be required under by Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA similar law) to any Business Employee or under the continuation of coverage provisions to any former employee of the laws Business; and (vii) neither the execution, delivery or performance of this Agreement or the Ancillary Agreements nor the consummation of the transactions contemplated hereby or thereby (either alone or in connection with any other event) will result in the acceleration or creation of any state or locality. (v) No amounts payable rights of any Business Employee under any Employee Benefit Plan (including the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, the acceleration of the accrual or vesting of any benefits under any Pension Plan or Employee Program the acceleration or creation of any other contractrights under any severance, agreement parachute or arrangement with respect change in control agreement) and/or give rise to which CLF&P may have the payment of any liability amount that could fail reasonably be expected to be deductible for federal income tax purposes by virtue of Section 162(m) or a “parachute payment” under 280G of the Code.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iFor a period of not less than one (1) lists year following the Closing Date, the Surviving Corporation shall provide all Employee Benefit Plans individuals who are employees of the Company and Employee Programs sponsored the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) on the Closing Date (the "Affected Employees"), while employed by Seller the Company or an ERISA Affiliate of Sellerthe Subsidiaries, other than CLF&P, providing material with compensation and benefits or compensation (not including equity compensation) which are substantially comparable in the aggregate to the current employees of CLF&P, as in effect compensation and benefits provided to such Affected Employees as of the date of this Agreement. Schedule 4.11(a)(ii) lists Nothing contained in this Section 5.16 shall be deemed to grant any Affected Employee any right to continued employment after the Closing Date. The Surviving Corporation shall continue to provide and recognize all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees accrued but unused vacation of CLF&P, as in effect Affected Employees as of the date Closing Date. Any preexisting condition clause in any of this Agreement. With the welfare plans (including medical, dental and disability coverage) established or maintained by the Surviving Corporation after the Closing Date shall be waived for the Affected Employees (other than pre-existing conditions that are already in effect with respect to Affected Employees, to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payableextent permitted by Applicable Law), and Affected Employees shall be credited with service with the Company for all contributionspurposes under such plans. Parent shall, transfers and shall cause the Surviving Corporation to, assume and honor all agreements set forth in Section 5.16(a) of the Company Disclosure Letter to the extent of the respective terms of such agreements. Subject to the preceding sentence, nothing in this Agreement shall be interpreted as limiting the power of the Surviving Corporation or payments Parent to amend or terminate any particular Plan or any other particular employee benefit plan, program, agreement or policy or as requiring the Surviving Corporation or Parent to offer to continue the employment of any employee of the Company or its subsidiaries for any period of time or to offer to continue (other than as required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closingby its written terms) any Plan. (b) None of The Company shall take all action necessary to amend its 2000 Executive Long Term Incentive Plan effective immediately prior to the current employees of CLF&P participate Closing Date to provide that awards under such plan shall be payable only in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)cash. (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA Surviving Corporation and the CodeSubsidiaries shall be responsible for all liabilities or obligations under the WARN Act and similar state and local rules, except where statutes and ordinances resulting from the failure to conform would not have a Material Adverse Effect. (d) To Closing or from the Knowledge of Seller, none actions of the Surviving Corporation or any Subsidiary following the Closing. The Surviving Corporation shall be liable for any workers' compensation or similar workers' protection claims of any Affected Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P incurred prior to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iFor a period of not less than one year following the Closing Date, the Surviving Corporation shall provide all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) lists all on the Closing Date (taken as a whole, the “Affected Employees”), with base salary and employee benefits which generally are substantially comparable in the aggregate to the base salary and employee benefits provided generally to such Affected Employees immediately prior to the Closing (excluding equity-based plans). For fiscal year 2006, the Surviving Corporation shall pay to Affected Employees their bonuses, if any, in accordance with the Company’s 2006 Bonus Plan, with such bonuses, if any, to be paid by the Surviving Corporation in accordance with the terms of such plan. All transaction costs (i.e. attorneys’ fees, investment bank fees and other professional fees) directly associated with the Merger and the effect of SFAS 123R will be excluded from the calculation of the corporate performance goals used to determine bonus amounts under the 2006 Bonus Plan. Nothing contained in this Section 5.11 shall be deemed to grant any Affected Employee Benefit Plans and Employee Programs sponsored by Seller (i) any right to continued employment after the Closing Date or an ERISA Affiliate (ii) any right to any specific type or amount of, or eligibility for, incentive compensation, which shall be provided under Parent plans in which similarly situated employees of Seller, Parent participate (other than CLF&P, providing material benefits or compensation as set forth in this Section 5.11(a) with respect to the current employees Company’s 2006 Bonus Plan). The Surviving Corporation shall continue to provide and recognize all accrued but unused vacation of CLF&P, as in effect Affected Employees as of the date Closing Date. For the avoidance of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans doubt, Parent hereby expressly assumes and Employee Programs sponsored by CLF&P providing material benefits or compensation agrees to perform the Company’s obligations under the change in control agreements (as amended, to the current extent applicable) and former employees of CLF&P, as retention plans listed in effect as Section 3.11(a) of the date of this AgreementCompany Disclosure Schedule in the same manner and to the same extent that the Company would be required to perform such obligations if the Merger had not taken place. With In addition, with respect to any annual performance incentive plan maintained by Parent for the current and former employees of CLF&Pfiscal year ending September 30, all insurance premiums required 2007, if Parent establishes under any such plan business performance targets that are specific to be paidthe TriPath unit, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closingit shall establish any such performance targets in good faith. (b) None For a period beginning on the Closing Date and ending on the first anniversary of the current Closing Date, the Surviving Corporation or Parent shall maintain a severance pay plan, practice, program or arrangement for the benefit of each Affected Employee that is no less favorable than the plan, practice, program or arrangement maintained by Parent for similarly situated employees of CLF&P participate Parent provided, however that any Affected Employee who is eligible for severance benefits under a change in control agreement with the Company listed on Section 3.11(a) of the Company Disclosure Schedule shall receive any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)severance benefits provided by such agreement. (c) The Employee Benefit Parent shall give, or shall cause the Surviving Corporation to give, the Affected Employees full credit for purposes of eligibility and vesting and benefit accrual (other than benefit accrual under any defined benefit pension plan) under the employee benefit plans and arrangements maintained by Parent, the Surviving Corporation or any of their Affiliates in which such Affected Employees participate for such Affected Employees’ service with the Company or any Subsidiary of the Company or any of their respective predecessors, (to the extent such service was credited under the analogous predecessor plan), except to the extent such credit would result in an unintended duplication of benefits. Notwithstanding anything in this Section 5.11 to the contrary, Affected Employees’ participation in bonus plan(s) maintained by Parent for the fiscal year ending September 30, 2007 for which they are eligible shall commence January 1, 2007 and such employees shall not be entitled to receive any bonus in respect of Parent’s 2007 fiscal year for services performed prior to January 1, 2007. With respect to any “welfare benefit plan” (as defined in Section 3(1) of ERISA) established or maintained by Parent, the Surviving Corporation or any of their Affiliates in which the Affected Employees are eligible to participate on and after the Closing, Parent shall, or shall cause the Surviving Corporation to (i) waive any eligibility requirements or pre-existing condition limitations to the extent waived under the Company Plans and Employee Programs available (ii) give effect, in determining any deductible and maximum out-of-pocket limitations, to claims incurred and amounts paid by, and amounts reimbursed to, such Affected Employees with respect to similar plans maintained by the Company or any Subsidiary of the Company immediately prior to the current employees of CLF&P conform in all material respects Closing to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effectextent credited under such Company Plans. (d) To The Surviving Corporation and its Subsidiaries shall be responsible for all liabilities or obligations under the Knowledge of SellerWorker Adjustment and Retraining Notification Act and similar state and local rules, none statutes and ordinances resulting from the Closing or from the actions of the Surviving Corporation or any Subsidiary following the Closing. The Surviving Corporation shall be liable for any workers’ compensation or similar workers’ protection claims of any Affected Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P incurred prior to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISAClosing Date. (e) There The provisions of this Section 5.11 are no material pending actionsfor the sole benefit of the parties to this Agreement and nothing herein, claims expressed or lawsuits that have been asserted implied, is intended or instituted against shall be construed to confer upon or give to any person (including for the Employee Benefit Plans or the Employee Programs with respect to avoidance of doubt any current or former employees employees, directors, or independent contractors of CLF&P any of the Company or any of its Subsidiaries, Parent or any of its Subsidiaries, or on or after the Effective Time, the Surviving Company or any of its Subsidiaries), other than routine claims the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights or remedies (with respect to the matters provided for benefits, except as may be listed in Schedule 4.11(e)this Section 5.11) under or by reason of any provision of this Agreement. (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth During the period commencing on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of this Agreement and ending on the last such determination which resulted or is likely Effective Time, the Company shall use reasonable best efforts to result file any and all outstanding annual reports on Form 5500 in respect of the revocation Company Plans with the United States Department of such determination, other than changes in applicable law made by subsequent legislation, regulations Labor (“DOL”) under the DOL’s Delinquent Filer Voluntary Compliance Program and rulings. With respect shall deliver to Parent any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate filings for review and comment prior to or after the Closing Datesubmission, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISAwhich review and comment shall not be unreasonably withheld. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i3.13(a)(i) lists sets forth a complete and accurate list of all employment agreements between the Company or any of its Subsidiaries and directors, officers or employees of the Company or any of its Subsidiaries that are not substantially on the terms reflected in the form of agreement attached as Schedule 3.1(a)(ii) or that contain any change of control provisions or provide for any severance benefits above statutory minimums. Except for the employees who are parties to such employment agreements, all of the employees of the Company and each of its Subsidiaries are employed on an at-will basis (except for restrictions or limitations on the at-will basis of such employees imposed by law or equity or general principles of law or equity). (b) The Company Reports or Schedule 3.13(b) sets forth a complete and accurate list of all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing all material benefits or compensation to the current employees of CLF&P, as in effect as Benefit Arrangements which cover Employees of the date Company or any of this Agreementits Subsidiaries with respect to their employment relationship with the Company or any of its Subsidiaries (the "Company Plans"). Such Schedule 4.11(a)(ii) lists all identifies as such each Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation Plan that is intended to the current and former employees of CLF&P, as in effect as be qualified under section 401(a) of the date of this AgreementCode. With respect to each Company Plan, the current Company will make available to Buyer true and former employees of CLF&Pcomplete copies of: (i) the plans and related trust documents and amendments thereto, all insurance premiums required to be paid(ii) the most recent summary plan descriptions, all benefits, expenses and other amounts due and payableif any, and all contributionsthe most recent annual report, transfers or payments required if any, and (iii) the most recent actuarial valuation (to be made to or under the Employee Benefit Plans or Employee Programs extent applicable). In the case of any unwritten Plan, the Company will have been paid, made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)make available a written description thereof. (c) The Employee Benefit Plans With respect to each Company Plan, (i) the Company and Employee Programs available to the current employees each of CLF&P conform its Subsidiaries is in compliance in all material respects with the terms of each Company Plan and with the requirements prescribed by all applicable statutes, orders or governmental rules or regulations, (ii) the Company and each of its Subsidiaries has contributed to each Pension Plan included in the Company Plans not less than the amounts accrued for such plan for all lawsplan periods for which payment is due, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (diii) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller Company or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 any of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor its Subsidiaries has any obligation funding commitment or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.other

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i) lists A list of all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect Business Employees as of the date hereof is set forth on Schedule 1.1 of the Disclosure Schedules, which list shall be updated as of five Business Days prior to the Closing to reflect changes to the Business Employees consistent with this Agreement (provided, that any such changes shall be limited to terminations of employment by a Business Employee and hiring of any additional Business Employee to replace any Business Employee in accordance with this Agreement, and other changes permitted by this Agreement), and which list sets forth for each Business Employee their: (i) name; (ii) job title; (iii) work location; (iv) current annual salary or hourly wage rate (as applicable); (v) hire date; (vi) target bonus, commissions, and other incentive compensation; (vii) accrued but unused vacation or paid time off balance; (viii) active or inactive status, if applicable (including type of leave and expected return date); (ix) exempt or non-exempt classification; (x) visa status (including type of visa and sponsoring entity); (xi) employing entity; and (xii) union status. The Business Employees set forth on Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits 1.1 of the Disclosure Schedule currently have exclusively or compensation primarily provided services to the current Company Entities, and former employees other than the Business Employees, there are no individuals employed by the Seller, any of CLF&Pits Affiliates, or the Company Entities who exclusively or primarily provide services to the Company Entities. Except as in effect as disclosed on Schedule 4.10(a) of the date of this Agreement. With Disclosure Schedules: (A) Seller and its Affiliates, with respect to the current business of the Company Entities and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payablethe Business Employees, and all contributionsthe Company Entities are neither party to, transfers nor bound by, any Labor Agreement or payments required bargaining relationship with any labor union, works council, labor organization or employee representative; (B) no Business Employee is represented by a labor union, works council, employee representative or labor organization; and (C) there is no collective bargaining agreement or other Contract with a labor union, works council, employee representative or labor organization covering any Business Employee. There are no pending or, to be made the Knowledge of the Seller, threatened Actions concerning actual or alleged violations of labor or employment Laws against Seller and its Affiliates, with respect to the business of the Company Entities and the Business Employees, or under against the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the ClosingCompany Entities. (b) None In the prior three years, no labor union, works council, labor organization, employee representative or group of current or former Business Employees has made a demand for recognition or certification, and there are no representation or certification proceedings presently pending or threatened to be brought or filed with the current employees of CLF&P participate in National Labor Relations Board or any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available other labor relations tribunal or authority with respect to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) Business Employees. To the Knowledge of the Seller, none of in the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that prior three years there have been asserted no actual, pending or instituted against the Employee Benefit Plans or the Employee Programs threatened labor organizing activities with respect to any current or former Business Employees. Except as set forth on Schedule 4.10(b) of the Disclosure Schedules, in the prior three years, there have been no actual or, to the Knowledge of the Seller, threatened unfair labor practice charges, labor grievances, labor arbitrations, strikes, lockouts, work stoppages, slowdowns, picketing, handbilling or other material labor disputes against or affecting Seller or its Affiliates, with respect to the business of the Company Entities and the Business Employees, or the Company Entities. (c) Except as would not result in material Liability for the Company Entities: (i) each individual who is providing or within the prior three years has provided services to the Company Entities and is or was classified and treated as an independent contractor, consultant, leased employee, or other non-employee service provider, or as an exempt employee, is and has been properly classified and treated as such for all applicable purposes; and (ii) Seller and its Affiliates, with respect to the business of the Company Entities and the Business Employees, and the Company Entities are not liable for any fines, Taxes, interest, or other penalties for any failure to pay or delinquency in paying such compensation. To the Knowledge of the Seller, no current or former Business Employee is in any respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement, nonsolicitation agreement, restrictive covenant or other obligation: (A) owed to any Company Entity or Seller and its Affiliates with respect to the business of the Company Entities; or (B) owed to any third party with respect to such person’s right to be employed or engaged by Seller and its Affiliates, with respect to the business of the Company Entities or the Company Entities. (d) Seller and its Affiliates, with respect to the business of the Company Entities and the Business Employees, and the Company Entities, have investigated in accordance with applicable Law all sexual harassment, or other discrimination, retaliation or policy violation allegations of which any of them is or was aware in the prior three years. With respect to each such allegation with potential merit, Seller, its Affiliates or the Company Entities (as applicable) have taken prompt corrective action that is reasonably calculated to prevent further improper action. Seller, its Affiliates and the Company Entities do not reasonably expect any material Liabilities with respect to any such allegations. (e) With respect to the transactions contemplated by this Agreement and the Ancillary Agreements, the Company Entities and the Sellers and their Affiliates have satisfied or, prior to the Closing, will satisfy any material notice, consultation or bargaining obligations owed to their employees of CLF&P or their employees’ representatives under applicable Law, Labor Agreement or other than routine claims for benefits, except as may be listed in Schedule 4.11(e)Contract. (f) The transactions contemplated Schedule 4.10(f) of the Disclosure Schedules contains a complete list of each material Company Employee Plan. No Company Entity sponsors, maintains or contributes to, or has any Liability with respect to, any Employee Plan. With respect to each Company Employee Plan, the Seller has provided the Buyer with such documentation as has been reasonably requested by this Agreement shall not result the Buyer in connection with providing comparability under any termination, retention or severance pay obligations payable by Buyer, except Collective Bargaining Agreement. (g) Except as set forth on Schedule 4.11(f). (g4.10(g)(i) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Disclosure Schedules, no Company Entity sponsors or contributes to, or after the Closing Date, CLF&P does not sponsor or maintain, nor has would reasonably be expected to have any obligation or liability Liability under or with respect to, any “multiemployer plan” (as defined benefit plan within in Section 3(37) or 4001(a)(3) of ERISA) (a “Multiemployer Plan”). All payments of any type that any Company Entity has been obligated to make to any Multiemployer Plan have been timely made. Any withdrawal Liability (whether partial or complete) triggered or incurred by any Company Entity with respect to any Multiemployer Plan subject to Title IV of ERISA (whether or not asserted by such Multiemployer Plan) has been fully paid as of the meaning Closing Date. No Company Entity has undertaken any course of action that has or would reasonably be expected to, and the transactions contemplated by this Agreement or this Ancillary Agreements will not, lead to a complete or partial withdrawal from any Multiemployer Plan subject to Title IV of ERISA. Except as set forth on Schedule 4.10(g)(ii) of the Disclosure Schedules, no Company Entity is bound by any Contract addressing, or has any Liability described in, Section 3(35) 4204 of ERISA. (iih) Except as set forth on Schedule 4.10(h) of the Disclosure Schedules, no Company Employee Plan with respect to which any Company Entity would reasonably be expected to have any Liability after the Closing is or was subject to Title IV of ERISA or Section 412 or 430 of the Code, or provides post-service health or welfare benefits other than as required by Section 4980B of the Code. No Company Entity has any Liability under Title IV of ERISA or otherwise on account of at any time being considered a single employer under Section 414 of the Code with any other Person. (i) Each Company Employee Benefit Plan has been established, funded, administered and maintained in all material respects in compliance with its terms and with all applicable Laws. All Company Employee Plans intended to be qualified under Sections 401(a)Section 401 of the Code have received a current favorable determination letter from the IRS, 401(kand no event has occurred or condition exists which could reasonably be expected to adversely affect the qualification thereof. No Company Entity has incurred (whether or not assessed) and/or 501(aany material Liability under Section 4980B, 4980D, 4980H, 6721 or 6722 of the Code. (j) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby could cause or result in, alone or in combination with any other event, (i) the acceleration of vesting in, or timing of payment or funding of, any compensation or benefits under any Company Employee Plan, or accelerate or increase any obligation under any Company Employee Plan, (ii) any payment, compensation or benefit becoming due, or increase in the amount of any payment, compensation or benefit due, to any current or former employee or other service provider of any of the Company Entities under any Company Employee Plan or otherwise, (iii) any limitation on the right of any of the Company Entities to merge, amend or terminate any of the Company Employee Plans, or (iv) the payment of any amount that may not be deductible by the payor by reason of Section 280G of the Code or any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment”, as defined in Section 280G(b)(1) of the Code. (k) Each Company Employee Plan that provides deferred compensation subject to Section 409A of the Code has been determined to be so qualified by complied in all material respects in both form and operation with the Internal Revenue Service and, to the Knowledge requirements of Seller, nothing has occurred since the date Section 409A of the last such determination which resulted or is likely to result in Code and the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the planguidance issued thereunder. (iiil) To No member of the Knowledge of SellerCompany Entities has any actual or potential Liability or other obligation to indemnify or otherwise “gross-up” any Person for any Taxes or related interest or penalties imposed, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax including under Section 4971 through 4980B 409A or Section 4999 of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contractcorresponding provision of state, agreement local, or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Codenon-U.S. Tax law).

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iFor a period commencing on the Closing Date and ending no earlier than the date that is six months after the Closing Date, Buyer shall take any action necessary so that all individuals who are employees of the Company and the Subsidiaries (including employees who are not actively at work on account of illness, disability or leave of absence) lists all Employee Benefit Plans on the Closing Date (the “Affected Employees”) shall continue to receive base wages and Employee Programs sponsored salaries at rates no less favorable to such employee than the rates of wages and salaries paid by Seller the Company or an ERISA Affiliate any of Sellerthe Subsidiaries to such Affected Employees on the date of this Agreement. (b) For a period commencing on the Closing Date and ending no earlier than the date that is six months after the Closing Date, other than CLF&P, providing material benefits or compensation Buyer’s employee benefit plans and programs with respect to the current Affected Employees shall be no less favorable in the aggregate than those currently provided to employees of CLF&Pthe Company and the Subsidiaries under the Company Plans. Service by Affected Employees with the Company, Seller and Subsidiaries shall be taken into account for all purposes under the Buyer’s employee benefit plans and programs. (c) Buyer shall cause the Company and the Subsidiaries to provide and recognize all accrued but unused vacation as of the Closing Date. Buyer shall cause the Company and Subsidiaries to honor and maintain the bonus programs for Affected Employees existing as of the Closing Date and to pay to the Affected Employees the bonuses they have accrued under such program at the end of the bonus determination period that includes the Closing Date. (d) For the period beginning on the Closing Date and ending no earlier than the six (6) month anniversary of the Closing Date, Buyer agrees to provide, or cause the Company and the Subsidiaries to provide, notice of termination without cause or pay in lieu thereof and severance pay, if applicable, to Affected Employees that is no less favorable than under the current practices of the Company and the Subsidiaries as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISAhereof. (e) There are no material pending actionsRegardless of anything else contained herein, claims the Parties do not intend for this Agreement to amend any employee benefit plans or lawsuits that have been asserted arrangements or instituted against create any rights or obligations except between the Parties. No Affected Employee Benefit Plans or the Employee Programs with respect to any other current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As employee of the Closing DateCompany including any beneficiary or dependent thereof, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contractperson not a party to this Agreement, agreement or arrangement with respect shall be entitled to which CLF&P may have assert any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Codeclaim hereunder.

Employees and Employee Benefit Plans. (a) All reasonably anticipated obligations of Xcel Energy and Black Mountain applicable to the Employees, whether arising by operation of law, by contract, by past custom, or otherwise for Employee Programs with respect to the services rendered by any of them through the date hereof have been paid or will be settled by Xcel Energy, without cost to Buyer. (b) With respect to the Employees, Xcel Energy has listed on Schedule 4.11(a)(i4.12(b) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&PEmployees, as in effect as of the date hereof. (c) All accrued obligations of this Agreement. Schedule 4.11(a)(ii) lists all Xcel Energy and Black Mountain to Employees, whether arising by operation of law, by contract, by past custom or practice, or otherwise, for payments by Xcel Energy or Black Mountain to trusts or other funds or to any governmental agency, with respect to Employee Benefit Plans and Plans, Employee Programs sponsored by CLF&P providing material Programs, or any other benefits or compensation for such employees with respect to the current and former employees of CLF&Ptheir employment, as in effect as of through the date of this Agreement. With respect to the current and former employees of CLF&Phereof, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, paid or adequate accruals therefor have been made or accrued on the Records on or before the Closingof Xcel Energy and Black Mountain. (bd) None Except as disclosed in Schedule 4.12(b), neither Xcel Energy or Black Mountain, maintains or has any obligation to contribute to, or has in effect or has committed to adopt, any pension plan or any welfare plan in which any Employee participates. Further, none of the current employees of CLF&P Employees participate in any “multiemployer multi-employer pension plan” within the meaning of ERISA Section 4001(a)(3)the Multi-employer Pension Plan Amendments Act of 1980, as amended. (ce) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P Employees conform in all material respects to all applicable laws, including the applicable provisions of ERISA and the Code. All notices, except where reports, returns, applications, and disclosures required by applicable law for such plans and programs have in all material respects been timely made to the failure to conform would not have a Material Adverse EffectIRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation, any participants, any trustee, and any insurer. (df) To the Knowledge of SellerXcel Energy, none Black Mountain, and their ERISA Affiliates have made all contributions required to have been made under all of the Employee Benefit Plans. (g) No Employee Benefit Plans or any trusts created thereunder, Seller nor to the knowledge of Seller, after reasonable inquiry, any trustee or CLF&P administrator thereof, has engaged in a transaction that would which may subject Seller any Employee Benefit Plans, any such trusts, or CLF&P any party dealing with such Employee Benefit Plans or any such trust, to the Tax tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (eh) There are no material pending actions, claims claims, or lawsuits that which have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P Black Mountain other than routine claims for benefits, except as may be listed in Schedule 4.11(e)and to the knowledge of Seller, after reasonable inquiry there are no facts which could form a reasonable basis for such action, claim, or lawsuit, and to the knowledge of Seller, after reasonable inquiry no such action, claim, or lawsuit has been threatened. (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of Black Mountain has not agreed to indemnify any other party for any liabilities or expenses which have been or may in the Closing Date, CLF&P does not sponsor future be incurred by or maintain, nor has any obligation or liability under or asserted against such other party with respect to, to any defined benefit plan within the meaning of Section 3(35) of ERISAEmployee Benefit Plans. (iij) Each Employee Benefit Plan intended to be qualified under Sections 401(a)Neither Xcel Energy, 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participatedBlack Mountain, nor will participate prior to or after the Closing Date, any of their ERISA Affiliates has any unpaid liability in any conduct that could result in the imposition upon CLF&P respect of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides for any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable contributions and/or premiums due under any Employee Benefit Plan Plans or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the CodePrograms.

Employees and Employee Benefit Plans. For at least one year ------------------------------------ following the Effective Date, the Purchaser shall, or shall cause the Surviving Corporation and its Subsidiaries to, make available to each person who is an employee of the Company and its Subsidiaries at the Effective Time (the "Company ------- Employees") employee benefit plans and programs (other than stock-based or --------- equity plans and vacation benefits) which are either (a) Schedule 4.11(a)(i) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation the same as are made - available to the current employees of CLF&Pthe Purchaser, as in effect on terms and conditions which are no less favorable to the Company Employees than the terms and conditions generally applicable to the employees of the Purchaser or (b) no less favorable to the Company Employees - than the employee benefit plans and programs of the Company and its Subsidiaries as of the date hereof; provided that, the Purchaser retains the right to terminate such employees and to change terms of this Agreementthe coverage provided by the applicable plans in accordance with any change in an employee's status or as required by applicable Law. Schedule 4.11(a)(ii) lists all Employee Benefit Plans From and Employee Programs sponsored by CLF&P providing material after the Effective Time, for purposes of determining eligibility, vesting and entitlement to vacation, severance and other benefits for employees under any compensation, severance, welfare, pension, benefit, savings or compensation other plan of the Purchaser, the Surviving Corporation or any of its Subsidiaries in which employees of the Company or any of its Subsidiaries become eligible to participate, service with the Company or any of its Subsidiaries shall be credited as if such service had been rendered to the current and former employees Purchaser, the Surviving Corporation or such Subsidiary. In no event shall the severance benefits payable to any Company Employee whose employment terminates prior to the first anniversary of CLF&P, as in effect the Effective Time be less than the amount that would have been payable to such employee under the terms of the severance policy or plan applicable to such Company Employee as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closinghereof. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i) lists all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation Prior to the current employees date hereof, Sellers have delivered to Buyer a list of CLF&Pall Business Employees (the “Business Employee List”), as in effect as of a date not earlier than ten (10) days prior to the date of this Agreement, setting forth each Business Employee’s (i) name; (ii) department/function; (iii) title or job/position; (iv) Union or non-Union status; (v) salaried or hourly status; (vi) location of employment; (vii) annual base salary or base rate of pay; and (viii) target bonus amount, if any, for the current fiscal year. Not earlier than five (5) days prior to the Closing Date, Sellers shall provide an updated Business Employee List to Buyer. (b) Except as set forth in Section 7.09(b) of the Disclosure Schedule, none of the Business Employees are covered by a collective bargaining agreement with respect to their employment in the Business. There is, to the Knowledge of Sellers, no strike or other labor dispute involving the Business Employees pending or threatened, nor to the Knowledge of the Sellers, is there any labor organization activity involving the Business Employees. The Company does not employ any of the Business Employees and has no employees. (c) Section 7.09(c) of the Disclosure Schedule 4.11(a)(ii) lists all sets forth a list of each material Business Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits Plan. Sellers have heretofore delivered or compensation made available to the current and former employees of CLF&P, as in effect as Buyer copies of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the material Business Employee Benefit Plans or descriptions thereof and the most recent summary plan descriptions for such Business Employee Programs Benefit Plans, if applicable. The Company does not sponsor, maintain, or administer any Employee Benefit Plan, and the Company will not have been paid, made or accrued on the Records on or before any Liability with respect to any Business Employee Benefit Plan after the Closing. (bd) No liability under Title IV of ERISA has been incurred by any of the Sellers or any of their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that could reasonably be expected to result in any of the Sellers or any of their respective ERISA Affiliates incurring any liability under such Title. None of the current employees assets of CLF&P participate in the Sellers or any “multiemployer pension plan” within the meaning of their respective ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available Affiliates are subject to the current employees any lien arising under ERISA or Subchapter D of CLF&P conform in all material respects to all laws, including the applicable provisions Chapter 1 of ERISA and the Code, except where the failure to conform would not have and no condition exists that presents a Material Adverse Effect. (d) To the Knowledge material risk of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISAany such lien arising. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against None of the Employee Benefit Plans or the Employee Programs Sellers nor any of their respective ERISA Affiliates has incurred any withdrawal liability with respect to any current or former employees multiemployer plan (as defined in Section 3(37) of CLF&P other than routine claims for benefitsERISA) that has not been satisfied in full, except as may and no condition exists that could reasonably be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not expect to result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor Sellers or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to their respective ERISA Affiliates incurring any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the planwithdrawal liability. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. (ai) The Company Reports and Schedule 4.11(a)(i3.2(l)(i) lists together set forth a complete and accurate list of all Employee Benefit Plans and Employee Programs sponsored by Seller all material Benefit Arrangements which affect Employees of BPP or an ERISA Affiliate any of Seller, other than CLF&P, providing material benefits or compensation to its Subsidiaries (the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement"Company Plans"). With respect to each Company Plan, (i) BPP and each of its Subsidiaries is in compliance in all material respects with the current terms of each Company Plan and former employees with the requirements prescribed by all applicable statutes, orders or governmental rules or regulations, (ii) BPP and each of CLF&P, its Subsidiaries has contributed to each Pension Plan included in the Company Plans not less than the amounts accrued for such plan for all insurance premiums required to be paid, all benefits, expenses and other amounts due and payableplan periods for which payment is due, and all contributions(iii) none of BPP or any of its Subsidiaries has any funding commitment or other liabilities except as reserved for in the financial statements in or incorporated by reference into the Company Reports, transfers or payments required to be made to or under or, in the Employee Benefit Plans or Employee Programs will have been paidcase of clauses (i) through (iii), made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate as is set forth in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3Schedule 3.2(l)(i). (cii) The Employee Benefit Plans Other than in connection with the proposed substitution of the Operating Partnership as the employer and Employee Programs available to paymaster of the current employees of CLF&P conform in all material respects to all lawsthe Company on or about January 1, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller 1998 or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f3.2(e)(i), none of BPP or any of its Subsidiaries has made any commitment to establish any new Employee Benefit Plan, to modify any Employee Benefit Plan, or to increase benefits or compensation of Employees of BPP or any of its Subsidiaries (except for normal increases in compensation consistent with past practices), and no intention to do so has been communicated to Employees of BPP or any of its Subsidiaries. (giii) With There are no pending or to BPP's knowledge, threatened claims against or otherwise involving any of the Company Plans or any fiduciaries thereof with respect to Employee Benefits their duties to the Company Plans and Employee Programs listed on Schedule 4.11(a)(ii): no suit, action or other litigation (i) As excluding claims for benefits incurred in the ordinary course of the Closing Date, CLF&P does not sponsor or maintain, nor Company Plan activities) has any obligation or liability under been brought against or with respect toto any such Company Plans. (iv) Neither BPP, the Operating Partnership or any defined benefit plan entity under "common control" with BPP or the Operating Partnership within the meaning of Section 3(354001 of ERISA has contributed to, or been required to contribute to, any "multiemployer plan" (as defined in Section 3(37) and 4001(a)(3) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under Other than Company's Plans, BPP and its Subsidiaries do not maintain or contribute to any plan or arrangement which provides or has any liability to provide life insurance, medical or other employee welfare benefits to any Employee or former Employee upon his retirement or termination of employment and BPP and its Subsidiaries have never represented, promised or contracted (whether in oral or written form) to any employee or former employee that such benefits would be provided. (vi) For purposes hereof, "Employee Benefit Plan Plans" means each and all "employee benefit plans" as defined in Section 3(3) of ERISA maintained or Employee Program contributed to by a party hereto or in which a party hereto participates or participated and which provides benefits to Employees, including (i) any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.such plans that are "employee welfare benefit plans" as defined in

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(i3.13(a)(i) lists sets forth a complete and accurate list of all employment agreements between the Company or any of its Subsidiaries and directors, officers or employees of the Company or any of its Subsidiaries that are not substantially on the terms reflected in the form of agreement attached as Schedule 3.1(a)(ii) or that contain any change of control provisions or provide for any severance benefits above statutory minimums. Except for the employees who are parties to such employment agreements, all of the employees of the Company and each of its Subsidiaries are employed on an at-will basis (except for restrictions or limitations on the at-will basis of such employees imposed by law or equity or general principles of law or equity). (b) The Company Reports or Schedule 3.13(b) sets forth a complete and accurate list of all Employee Benefit Plans and Employee Programs sponsored by Seller or an ERISA Affiliate of Seller, other than CLF&P, providing all material benefits or compensation to the current employees of CLF&P, as in effect as Benefit Arrangements which cover Employees of the date Company or any of this Agreementits Subsidiaries with respect to their employment relationship with the Company or any of its Subsidiaries (the "Company Plans"). Such Schedule 4.11(a)(ii) lists all identifies as such each Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation Plan that is intended to the current and former employees of CLF&P, as in effect as be qualified under section 401(a) of the date of this AgreementCode. With respect to each Company Plan, the current Company will make available to Buyer true and former employees of CLF&Pcomplete copies of: (i) the plans and related trust documents and amendments thereto, all insurance premiums required to be paid(ii) the most recent summary plan descriptions, all benefits, expenses and other amounts due and payableif any, and all contributionsthe most recent annual report, transfers or payments required if any, and (iii) the most recent actuarial valuation (to be made to or under the Employee Benefit Plans or Employee Programs extent applicable). In the case of any unwritten Plan, the Company will have been paid, made or accrued on the Records on or before the Closing. (b) None of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)make available a written description thereof. (c) The Employee Benefit Plans With respect to each Company Plan, (i) the Company and Employee Programs available to the current employees each of CLF&P conform its Subsidiaries is in compliance in all material respects to with the terms of each Company Plan and with the requirements prescribed by all lawsapplicable statutes, including the applicable provisions of ERISA and the Codeorders or governmental rules or regulations, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit the Company and each of its Subsidiaries has contributed to each Pension Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result included in the revocation of such determination, other Company Plans not less than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any the amounts accrued for such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Sellerfor all plan periods for which payment is due, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.and

Employees and Employee Benefit Plans. (a) Buyer shall offer employment to commence as of the Closing Date to all of the employees of the Business (including employees on leave of absence who are listed in Section 8.4 of the Disclosure Schedule) ("Employees") other than those Employees that Seller or any of its Affiliates decide to retain in their employ (the "Retained Employees") (a list of such Retained Employees is attached hereto in Section 8.4 of the Disclosure Schedule) and other than those Employees listed on Schedule 4.11(a)(i8.4(a) lists (such Employees who are not Retained Employees and who are not listed on Schedule 8.4(a) being "Available Employees"). Such offers of employment shall be for salary, wages, bonuses, benefits and other terms and conditions of employment no less favorable than those received by similarly situated employees of Buyer. Those Employees who accept Buyer's offer of employment and commence working with Buyer shall hereafter be referred to as "Transferred Employees." For periods prior to Closing, with respect to Employees, Seller shall retain the sole responsibility for all Employee Benefit Plans matters relating to the maintenance of personnel and Employee Programs sponsored payroll records, the withholding and payment of federal, state and local income and payroll taxes, the payment of workers' compensation and unemployment compensation insurance, salaries, wages and pension, welfare and other fringe benefits and the conduct of all other matters relating to labor relations. Seller shall retain responsibility for any severance for Retained Employees and Employees who are listed on Schedule 8.4(a) that may be triggered as a result of any termination of employment (including all severance liabilities incurred on or prior to the Closing Date) and Buyer shall be responsible for any severance for Available Employees that may be triggered as a result of any termination of employment (which such severance benefits are limited to the Available Employees set forth on Attachment 5.13(b)(i) of the Disclosure Schedule). Seller shall retain liability for compliance with all applicable labor and employment laws relating to the Employees in connection with their employment by Seller or an ERISA Affiliate any of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closingits Affiliates. (b) None With respect to Employees other than Retained Employees, Buyer will be deemed a successor employer for COBRA purposes, and shall be responsible for all COBRA coverage for such former Employees, including all "M&A qualified beneficiaries" under COBRA. Except as provided herein, Seller shall retain all liabilities under its employee benefits plans, programs, agreements and arrangements, including (i) any liabilities relating to any noncompliance with applicable laws, including ERISA and the Code, and (ii) any liabilities that arise as a result of the current employees of CLF&P participate in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3)Seller's joint and several liability through its relationship with an Affiliate. (c) The Employee Benefit Plans and Employee Programs available Seller shall take such actions as Buyer may reasonably request to arrange for the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs Employees listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.8.4

Employees and Employee Benefit Plans. (a) Except as set forth on Section 5.18(a) of the Bank Disclosure Schedule 4.11(a)(ior as provided for in the next to last sentence of Section 9.10(a) lists or in Section 9.10(d) hereof, the Bank and any ERISA Affiliate do not sponsor or maintain and are not required to contribute to and have not during the preceding five (5) years sponsored, maintained or contributed to an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) or any other employee benefit program or arrangement, including, without limitation, any pension, profit sharing, deferred compensation, retirement, bonus, stock option, stock appreciation right, stock purchase or restricted stock plan, severance or “golden parachute” arrangement, consulting agreement, incentive plan, or any other compensation, perquisite, welfare or fringe benefit plan, program or arrangement providing for benefits for, or for the welfare of, any or all of the current or former employees, leased employees, officers or directors of the Bank or any ERISA Affiliate, or the beneficiaries of such persons (such plans, programs and arrangements set forth in Section 5.18(a) of the Bank Disclosure Schedule, collectively, the “Employee Benefit Plans Plans”). Except as disclosed in Section 5.18(a)(i) of the Bank Disclosure Schedule or as contemplated in the next to last sentence of Section 9.10(a) or in Section 9.10(d) hereof: (A) Each Employee Benefit Plan and any related funding arrangement is in compliance with all applicable requirements of ERISA, the Code, and other applicable laws, and each Employee Programs sponsored by Seller Benefit Plan has been administered in accordance with its written terms to the extent consistent with such requirements of law; (B) all benefits due and payable under any Employee Benefit Plan have been paid or an are in the process of being paid in accordance with the terms of such Employee Benefit Plan; (C) the Bank and each ERISA Affiliate of Seller, other than CLF&P, providing material benefits or compensation to have timely made (and at the current employees of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(iiEffective Time will have timely made) lists all Employee Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance contributions and/or premiums required to be paid, all benefits, expenses and other amounts due and payable, and all contributions, transfers or payments required to be made to or under the any Employee Benefit Plans Plan; (D) there are no claims (except for claims for benefits in the ordinary course of plan administration), litigation, arbitration, government investigation or audit or other legal proceeding pending or, to the knowledge of the Bank or any ERISA Affiliate, threatened against or with respect to any Employee Programs will Benefit Plan and, to the knowledge of the Bank or any ERISA Affiliate, no facts exist which could give rise to such claims, litigation, arbitration, investigation, audit or other proceeding; (E) all reports, returns, forms, notifications or other disclosure materials required to be filed with any governmental entity or distributed to employees with respect to any Employee Benefit Plan have been paid, made timely filed or accrued on the Records on or before the Closing. distributed and are accurate and complete; (bF) None of the current employees of CLF&P participate no nonexempt “prohibited transaction” (as defined in any “multiemployer pension plan” within the meaning of ERISA Section 4001(a)(3). (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 406 of ERISA. (e) There are no material pending actions, claims has occurred or lawsuits that have been asserted or instituted against will occur prior to the Employee Benefit Plans or the Employee Programs Effective Time with respect to any current or former employees of CLF&P other than routine claims for benefitsEmployee Benefit Plan subject to such rules, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect toto any parties in interest or fiduciaries with respect to any Employee Benefit Plan in connection with a transaction involving an Employee Benefit Plan; (G) no excise taxes or civil penalties are payable or will become payable prior to the Effective Time with respect to any Employee Benefit Plan; (H) neither the Bank nor any ERISA Affiliate is subject to any legal obligation to continue any Employee Benefit Plan either before or after the Effective Time, nor would Parent or the Surviving Bank be subject to any defined benefit plan within such obligation; and (I) any Employee Benefit Plan may (except as prohibited by applicable law), and without the meaning consent of Section 3(35) of ERISAany employee, beneficiary or other party, be amended in any respect or terminated either before or after the Effective Time. (ii) Each The Bank has previously delivered to the Parent complete copies of each written Employee Benefit Plan; all related summary plan descriptions and/or summaries furnished or made available to employees, officers and directors of the Bank or any ERISA Affiliate with respect to programs for which a summary plan description is not required; all related trust agreements or other funding arrangements, including, but not limited to, insurance policies; for the three (3) most recent plan years, all annual reports (5500 series) for each Employee Benefit Plan that have been filed with any governmental agency; all current registration statements or Form S-8 (or any other applicable registration form); and all other material documents relating to any Employee Benefit Plan as may reasonably be requested by the Parent. (iii) (A) Any Employee Benefit Plans which are intended to be qualified under Sections Section 401(a), 401(k) and/or 501(a) of the Code (collectively, the “Qualified Plans”) are so qualified; (B) to the knowledge of the Bank and any ERISA Affiliate, nothing has occurred that could reasonably be expected to adversely affect the tax-qualified status of the Qualified Plans; (C) the Qualified Plans currently in effect have been determined amended to be so comply with all current applicable legislation (including any regulations issued thereunder), and have received a favorable determination letter or are the subject of an opinion letter from the Internal Revenue Service with respect to their tax-qualified status which considers all such current applicable legislation, or are still within a remedial amendment period as announced by the Internal Revenue Service and, Service; (D) the Bank has delivered to Parent complete copies of the most recent determination and opinion letters previously received and all correspondence relating to the Knowledge of Seller, nothing has occurred since applications for the date of the last such most recent determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With letters with respect to any such changes the Qualified Plans currently in applicable law, any such plan effect; and (E) the Bank has been or may be retroactively amended delivered to comply with such changes in order Parent documentation relating to avoid disqualification of the plan. (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in any conduct that could result in the imposition upon CLF&P correction of any excise tax Qualified Plan defects under Section 4971 through 4980B of the Code any governmental correction program or civil liability under Section 502(i) of ERISAotherwise. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage is subject to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B 412 of the Code or Part 6 Section 302 or Title IV of Subtitle B ERISA, and no Employee Benefit Plan is a multiple employer plan under Code Section 413(c) or a “multiemployer plan” as defined in Section 3(37) of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or localityERISA. (v) No amounts payable The Bank and each ERISA Affiliate do not have any obligation, and have not made any representation, in connection with any medical, death or other welfare benefits for their employees or other service providers after they retire, except to the extent required under the group health plan continuation requirements of Sections 601 through 609 of ERISA, Section 4980B of the Code, or applicable state law. (vi) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including, without limitation, severance, unemployment compensation and golden parachute payments) becoming due to any current or former director or employee of the Bank or any ERISA Affiliate under any Employee Benefit Plan or Employee Program otherwise; (B) increase any benefits otherwise payable by the Bank or any other contractERISA Affiliate, agreement (C) result in the acceleration of the time of payment or arrangement with respect to which CLF&P may have vesting of any liability could fail to be such benefits under any Employee Benefit Plan or otherwise; or (D) result in any payments or benefits that are not fully deductible for federal income tax purposes by virtue of Section under Sections 162(a)(1), 162(m) or and 280G of the Code, as applicable. (b) Except as set forth in Section 5.18(b) of the Bank Disclosure Schedule, there is no: (i) collective bargaining agreement or any other agreement with any labor organization, union, group or association (“Labor Organization”) applicable to the employees of the Bank or any of its Subsidiaries to which the Bank or any of its Subsidiaries are a party to or bound (a “CBA”); (ii) unfair labor practice complaint pending or, to the Bank’s knowledge, threatened against the Bank or its Subsidiaries before the National Labor Relations Board or any other federal, state local or foreign agency; (iii) pending or, to the Bank’s knowledge, threatened or affecting the Bank or its Subsidiaries, strike, slowdown, work stoppage, lockout or other collective labor action or dispute by or with respect to any employees of the Bank or any Subsidiary; (iv) grievance or unfair dismissal proceeding arising out of any CBA or other grievance procedure pending against the Bank or its Subsidiaries; (v) claim, audit, litigation, government investigation, administrative proceeding or arbitration against the Bank or any Subsidiary involving any matter related to employment including, but not limited to, claims of discrimination, claims of unpaid wages, claims of violations of the Family and Medical Leave Act, claims of wrongful discharge, claims of unfair labor practices, workers’ compensation claims, and claims related to occupational safety and health law; (vi) pending arbitration proceeding arising out of or under any CBA to which the Bank or its Subsidiaries are bound or a party; (vii) pending or, to the Bank’s knowledge, threatened representation question or union or labor organizing activities with respect to employees of the Bank or any Subsidiary; (viii) written personnel policy, rule or procedure applicable to employees of the Bank or any Subsidiary; (ix) individual employment agreement in any form whatsoever including, but not limited to, any agreement for a term of employment, stock option agreement, stock purchase agreement, bonus agreement, or covenant not to compete; or (x) policy or agreement in any form whatsoever which alters the at-will status of the employees of the Bank or any Subsidiary. (c) During the past three years, neither the Bank nor any of its Subsidiaries have effectuated (i) a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Bank or its Subsidiaries; or (ii) a “mass layoff” (as defined in the WARN Act) affecting any site of employment or facility of the Bank or its Subsidiaries; nor has the Bank or its Subsidiaries been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any similar state, local or foreign Law. The employees of the Bank or its Subsidiaries have not suffered an “employment loss” (as defined in the WARN Act) since three months prior to the date of this Agreement. (d) The Bank and its Subsidiaries have at all times properly classified each of their respective employees as employees and each of their independent contractors as independent contractors, as applicable. (e) The Bank and its Subsidiaries have at all times properly classified each of their respective employees as exempt or non-exempt for purposes of the Fair Labor Standards Act. (f) The Bank and its Subsidiaries have at all times for each of their respective employees properly withheld and paid all applicable taxes and all other withholdings required by law. (g) Attached as Section 5.18(g) of the Bank Disclosure Schedule is a listing of each employee of the Bank and its Subsidiaries along with the employee’s 2004 annual salary, 2004 bonus, any other 2004 compensation, and current accrued leave.

Employees and Employee Benefit Plans. (a) Schedule 4.11(a)(iMGO is a party to a Customer Service Agreement (“PEO Agreement”) lists all Employee Benefit Plans with Justworks Employment Group LLC (“PEO”) under which PEO and Employee Programs sponsored by Seller or an ERISA Affiliate MGO are co-employers of Seller, other than CLF&P, providing material benefits or compensation the individuals performing services pursuant to the current employees PEO Agreement, who are considered “co-employees” of CLF&P, as in effect as of the date of this Agreement. Schedule 4.11(a)(ii) lists all Employee Benefit Plans PEO and Employee Programs sponsored by CLF&P providing material benefits or compensation MGO pursuant to the current PEO Agreement (“PEO Employees”). Pursuant to the PEO Agreement, PEO is responsible for, among other things, administering payroll, payroll taxes and former employees unemployment insurance, employee benefits, workers compensation insurance and employment practices insurance. MGO has complied in all material respects with its responsibilities under the PEO Agreement and in respect of CLF&Pemployee benefit plans sponsored, as administered or maintained by PEO in effect as which PEO Employees have participated (“PEO Benefit Plans”). Except with respect to amounts which are not past due and were incurred in the ordinary course of the date of this Agreement. With business consistent with past practice, MGO has paid in full all amounts owed to PEO with respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payablePEO Employees, and all contributionsMGO has no other Liabilities to PEO in respect of PEO Employees or PEO Benefit Plan, transfers or payments required and to be made the knowledge of MGO, PEO is not in breach of any of its obligations to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the ClosingPEO Employees. (b) None Section 4.10(b) of the current MGO Disclosure Schedules contains a list of all persons who are PEO Employees or employees of CLF&P participate in MGO or any MGO Subsidiary who are not PEO Employees (“multiemployer pension planNon-PEO Employees”), and independent contractors or consultants of MGO or any MGO Subsidiary as of the date hereof. Except as set forth on Section 4.10(b) of the MGO Disclosure Schedules, all PEO Employees and Non-PEO Employees of MGO are employed on an “at-will” within the meaning of ERISA Section 4001(a)(3)basis, and no such employee has any formal or informal entitlement to a severance or other payment upon termination, transfer or otherwise. (c) The Employee Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all laws, including the applicable provisions of ERISA and the Code, except where the failure to conform would not have a Material Adverse Effect. (dSection 4.10(c) To the Knowledge of Seller, none of the Employee MGO Disclosure Schedules sets forth each material MGO Benefit PlansPlan. For purposes of this Agreement, Seller “MGO Benefit Plan” means each Benefit Plan, in each case, (i) that is sponsored, administered, maintained, entered into, contributed to (or CLF&P has engaged in required to be contributed to) by MGO, any MGO Subsidiary or any of their Affiliates for the benefit of current or former employees, officers, directors, individual independent contractors or consultants (or any spouse, dependent or beneficiary thereof) of MGO or any MGO Subsidiary (including any individual who will be a transaction that would subject Seller Continuing Employee) or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (eii) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to which MGO or any current MGO Subsidiary has or former employees of CLF&P other than routine claims for benefits, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As of the Closing Date, CLF&P does not sponsor or maintain, nor has could have any obligation or liability under (whether actual or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(acontingent), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to each material MGO Benefit Plan, MGO has made available to HMI correct and complete copies of (or, to the extent no such copy exists, a description of), in each case, to the extent applicable, (i) all plan documents, summary plan descriptions, summaries of material modifications, and amendments related to such plans and any such changes in applicable lawrelated trust agreement, any such plan has been or may be retroactively amended to comply with such changes in order to avoid disqualification of (ii) the plan. most recent audited financial statement and actuarial report, (iii) To the Knowledge of Seller, CLF&P has not participated, nor will participate prior to or after the Closing Date, in all material filings and correspondence with any conduct that could result Governmental Authority in the imposition upon CLF&P of any excise tax under Section 4971 through 4980B of the Code or civil liability under Section 502(i) of ERISA. last three years and (iv) No Employee all material related agreements, trust agreements, insurance contracts and other agreements which implement each such MGO Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or localityPlan. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.

Employees and Employee Benefit Plans. 3.18.1 Except as disclosed on Schedule 3.18.1, no employee or director of Eldorado or consultant retained by Eldorado (in each case including the Bank) shall have the right to receive from the Surviving Corporation or the Bank any material payment (including bonuses and including those in the nature of severance, salary continuation, unemployment compensation, golden parachute or otherwise) (a) as a consequence of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, or (b) in the event his or her employment or service is terminated by the Surviving Corporation or the Bank at or after the Effective Time, whether such right arises as a matter of contract, past policy or understanding, pursuant to an Eldorado Benefit Plan or otherwise. Except as disclosed on Schedule 4.11(a)(i3.18.1, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (x) lists all Employee materially increase any benefits otherwise payable under any Eldorado Benefit Plans Plan or (y) result in any acceleration of the time of payment or vesting of any such benefits to any material extent. 3.18.2 Schedule 3.18.2 sets forth a true and Employee Programs sponsored by Seller or an ERISA Affiliate complete list of Seller, other than CLF&P, providing material benefits or compensation to the current employees of CLF&P, as in effect each Eldorado Benefit Plan maintained as of the date hereof. Eldorado has heretofore delivered to CSBI true and complete copies of this Agreement. Schedule 4.11(a)(iieach Eldorado Benefit Plan and all related documents, including but not limited to (a) lists all Employee the actuarial report for such Benefit Plans and Employee Programs sponsored by CLF&P providing material benefits or compensation to the current and former employees of CLF&P, as in effect as Plan (if applicable) for each of the date of this Agreement. With respect to the current and former employees of CLF&P, all insurance premiums required to be paid, all benefits, expenses and other amounts due and payablelast two years, and all contributions, transfers or payments required to be made to or under the Employee Benefit Plans or Employee Programs will have been paid, made or accrued on the Records on or before the Closing. (b) None the most recent determination letter from the Internal Revenue Service (if applicable) for such Eldorado Benefit Plan. Except as disclosed on Schedule 3.18.2, (i) each of the current employees of CLF&P participate Eldorado Benefit Plans has been operated and administered in any “multiemployer pension plan” all material respects with applicable laws, including but not limited to ERISA and the Internal Revenue Code, (ii) each Eldorado Benefit Plan intended to be "qualified" within the meaning of ERISA Section 4001(a)(3). 401 (ca) The Employee of the Internal Revenue Code is so qualified, (iii) no Eldorado Benefit Plans and Employee Programs available to the current employees of CLF&P conform in all material respects to all lawsPlan provides benefits, including the applicable provisions of ERISA and the Codewithout limitation death or medical benefits (whether or not insured), except where the failure to conform would not have a Material Adverse Effect. (d) To the Knowledge of Seller, none of the Employee Benefit Plans, Seller or CLF&P has engaged in a transaction that would subject Seller or CLF&P to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to a civil penalty imposed by Section 502 of ERISA. (e) There are no material pending actions, claims or lawsuits that have been asserted or instituted against the Employee Benefit Plans or the Employee Programs with respect to any current or former employees of CLF&P Eldorado or any ERISA Affiliate beyond their retirement or other termination of service, other than (w) coverage mandated by applicable law, (x) death benefits or retirement benefits under any "employee pension Benefit Plan," as that term is defined in Section 3(2) of ERISA, (y) deferred compensation benefits accrued as liabilities on the books of Eldorado or (z) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary), (iv) no liability under Title IV of ERISA has been incurred by Eldorado or any ERISA Affiliate that has not been satisfied in full and no condition exists that presents a material risk to Eldorado or any ERISA Affiliate of incurring a material liability thereunder, (v) no Eldorado Benefit Plan is a "multiemployer pension Benefit Plan," as such term is defined in Section 3(37) of ERISA, (vi) all material contributions or other material amounts payable by Eldorado as of the Effective Time with respect to each Eldorado Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and Section 412 of the Internal Revenue Code, (vii) neither Eldorado nor any ERISA Affiliate has engaged in 21 22 a transaction in connection with which Eldorado or any ERISA Affiliate could be subject to either a material civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a material Tax imposed pursuant to Section 4975 or 4976 of the Internal Revenue Code, and (viii) to Eldorado's Knowledge, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any Eldorado Benefit Plan or any trusts related thereto. 3.18.3 There are no material disputes or employee grievances pending or, to Eldorado's Knowledge, contemplated by or between any of Eldorado's employees and Eldorado, and there are not a significant number of disciplinary actions pending or contemplated with respect to Eldorado's employees. Eldorado has complied in all respects with all Laws relating to the employment of labor and, except as may be listed in Schedule 4.11(e). (f) The transactions contemplated by this Agreement shall not result in any termination, retention or severance pay obligations payable by Buyer, except as set forth disclosed on Schedule 4.11(f). (g) With respect to Employee Benefits Plans and Employee Programs listed on Schedule 4.11(a)(ii): (i) As 3.18.3, has no liability for any arrears of the Closing Datewages or employment-related taxes, CLF&P does not sponsor or maintain, nor has any obligation or liability under or with respect to, any defined benefit plan within the meaning of Section 3(35) of ERISA. (ii) Each Employee Benefit Plan intended to be qualified under Sections 401(a), 401(k) and/or 501(a) of the Code has been determined to be so qualified by the Internal Revenue Service and, to the Knowledge of Seller, nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination, other than changes in applicable law made by subsequent legislation, regulations and rulings. With respect to any such changes in applicable law, any such plan has been or may be retroactively amended penalties for failure to comply with any such changes in order to avoid disqualification of the plan. (iii) To the Knowledge of SellerLaw, CLF&P has not participated, nor will participate prior to or after the Closing Date, in for any conduct that could result in the imposition upon CLF&P severance or termination payments of any excise tax under Section 4971 through 4980B of the Code type. No election or civil liability under Section 502(iproceeding relating to Eldorado's labor relations is pending or, to Eldorado's Knowledge, contemplated. Eldorado has had no union activity or any material labor trouble (including any strike, work stoppage, slow-down, or similar disturbance) of ERISAany kind, nature or description at any time. True and correct copies of all personnel policies and manuals of Eldorado have been provided to CSBI. (iv) No Employee Benefit Plan or Employee Program provides any health, life or other welfare coverage to employees of CLF&P beyond termination of their employment with CLF&P by reason of retirement or otherwise other than coverage as may be required under Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA or under the continuation of coverage provisions of the laws of any state or locality. (v) No amounts payable under any Employee Benefit Plan or Employee Program or any other contract, agreement or arrangement with respect to which CLF&P may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 162(m) or 280G of the Code.