Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Section 5.01 of the Seller has made available to Purchaser a true and complete list setting forthDisclosure Letter indicates, as of two the relevant date of presentation, (2i) Business Days before a list of each Transferred Employee and (ii) each such employee’s function, base and variable salary or hourly wage rate, most recent annual equity compensation award, cash bonus target, cash, annual, long-term, equity or similar incentive program in which he or she participates, employer, home country, host country, employment site, age, credited service date, employment status. (b) From June 30, 2012 through the date of this Agreement, (i) for each Triage Business Employeethere has not been any labor strike, such employee’s namework stoppage or lockout with respect to the Rochas Business, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature ii) no member of the leave and expected return date)Seller Group has received written notice of any unfair labor practice charges against the Rochas Business that are pending before any state, whether exempt from the Fair Labor Standards Act, annual salary local or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”)foreign Governmental Authority, and (iii) no member of the Seller Group has received written notice of any suits, actions or other proceedings in connection with the Rochas Business that are pending before any state, local or foreign Governmental Authority responsible for the enforcement of employment practices Laws, except, in the case of each of clauses (i), (ii) and (iii) above, for each independent contractor any such matters that is an individual primarily engaged have not had and would not reasonably be expected to provide services have, individually or in the aggregate, material to the Triage Rochas Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (bc) Section 4.09(b) 2.08 of the Seller Disclosure Letter sets forth a true and complete listidentifies each collective bargaining agreement or other material Contract with any labor organization, as of the date of this Agreement, of each material Seller Plan. union or works council that applies to any Transferred Employees. (d) With respect to each material Seller Rochas Business Acquired Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that all contributions due from Seller or any of its Subsidiaries is prohibited from making available through the date of this Agreement have been made and all amounts and Liabilities have been properly accrued to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, date and (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances actions, suits or any events that have occurred that could reasonably be expected claims pending (other than routine claims for benefits) or, to cause the loss Knowledge of any Seller, threatened with respect to such qualification status of any such Seller Rochas Business Acquired Plan, except where such loss except, in the case of qualification status each of clauses (i)-(ii) above, as would not reasonably be expected to be result in a material Liability to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of Rochas Business after the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)Closing. (e) Neither the execution of this Agreement nor the consummation Seller has made available to Acquiror copies or summaries of the Transactions willmaterial terms of all of the Compensation and Benefit Plans (including any material amendments thereto). (f) Each Compensation and Benefit Plan has been maintained, either alone operated and administered in all material respects in accordance with its terms and in compliance in all material respects with all applicable Laws except, in each case, as would not result in material Liability to the Rochas Business after the Closing. (g) Notwithstanding anything herein to the contrary, the representations and warranties set forth in this Section 2.08 are the sole and exclusive representations and warranties applicable to Compensation and Benefit Plans and to employees or in combination with another event, (i) accelerate the time other service providers of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or its Affiliates (and, in all instances, any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseLiabilities relating thereto).

Employees and Employee Benefits. (a) Seller has made available The Company and its Subsidiaries will cease to Purchaser a true and complete list setting forth, be participating employers in the Non-Company Benefit Plans set forth on Section 3.19(a)(2) of the Disclosure Schedule as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)Closing. (b) Section 4.09(bEffective as of Closing, the Purchaser will establish employee benefit plans on behalf of the Company and its Subsidiaries, or otherwise make available through an existing plan(s) of the Purchaser, to provide eligible employees that continue employment with the Company and its Subsidiaries following Closing, and their qualifying dependents, with types of benefits that in the aggregate are similar to the types of benefits as were offered under the Non-Company Employee Benefit Plans to such employees immediately prior to Closing, excluding equity-based compensation (“Post-Closing Plans”). Nothing in this Section 5.4 shall restrict or limit the ability of the Purchaser or the Company to amend or modify the Post-Closing Plans at any time. (c) As soon as reasonably practicable after the Closing Date, Seller Disclosure Letter sets forth shall cause the Kforce Retirement Savings Plan to transfer to, and Buyer shall cause the himagine solutions, inc. 401(k) Plan to accept, a true Code Section 414(l) transfer of assets and complete listliabilities attributable to employees of the Company and its Subsidiaries that continue employment with the Company or its Subsidiaries as of the Closing, together with any participant accounts and assets allocable thereto (including outstanding loan balances). Prior to such transfer, Seller shall cause any such accounts invested in the Kforce Company Stock Fund to be liquidated at not less than fair market value and cause the proceeds to be invested in the Kforce Retirement Savings Plan’s default investment option. Seller shall timely distribute any blackout notice required under Section 101(i) of ERISA and allow Buyer a reasonable opportunity to comment on the notice before it is distributed. As soon as reasonably practical after the Closing, Seller shall cause the participant accounts and assets allocable thereto under the Kforce Health Care Reimbursement Plan, Kforce Dependent Care Reimbursement Plan and the Kforce Transportation Fringe Benefit Plan that are attributable to employees of the Company and its Subsidiaries that continue employment with the Company or its Subsidiaries as of the Closing to be transferred to the analogous Post-Closing Plans established and maintained by the Purchaser or the Company or its Subsidiaries following Closing. Following such transfer, the Purchaser or the Company shall be responsible for any and all benefit claims that are submitted after the Closing Date in accordance with the terms of the plan document, with respect to the transferred accounts attributable to the Kforce Health Care Reimbursement Plan, Kforce Dependent Care Reimbursement Plan and the Kforce Transportation Fringe Benefit Plan, regardless of when the expenses related to such claims were incurred. Seller shall provide to Buyer, no later than the date of such transfer, the 2014 coverage amount elected by each participant for each arrangement, the expenses reimbursed to the participant during 2014 prior to the transfer and the account balance remaining as of the date of transfer. All transfers under this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof)paragraph shall be implemented in accordance with applicable Law, including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage BusinessERISA. (d) No Except as provided for in 5.4(c) above, Seller shall be solely responsible for and pay or satisfy all Non-Company Employee Benefit Plan claims incurred on or prior to the Closing Date, and the Purchaser shall be solely responsible for and pay or satisfy all Post-Closing Plan claims incurred after the Closing Date. A claim shall be considered incurred when the service or event giving rise to the claim occurs and not when payment for such service or event is subject sought or a claim for benefits is otherwise made. From and following the Closing, neither the Seller nor any Non-Company Employee Benefit Plan shall have any liability or obligation relating to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller any Post-Closing Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne established and/or maintained by the employee Purchaser or former employee (the Company or its Subsidiaries, and Purchaser or the Company shall pay or satisfy, and Purchaser, the Company or its Subsidiaries shall indemnify, defend and hold the Seller and its Subsidiaries and any of their beneficiaries)Non-Company Employee Benefit Plan harmless from, all such liabilities or and obligations. From and following the Closing, neither the Purchaser, its Affiliates nor any Post-Closing Plan shall have any liability or obligation relating to any Non-Company Employee Benefit Plan, and Seller shall pay or satisfy, and Seller shall indemnify, defend and hold the Purchaser, its Affiliates and any Post-Closing Plan harmless from, all such liabilities or and obligations. (e) Neither Seller shall continue to make or shall cause to be made all required contributions to any Non-Company Employee Benefit Plans on behalf of the execution employees of Company and its Subsidiaries in respect of all periods through and including the Closing Date. (f) Seller shall, through the applicable Non-Company Employee Benefit Plan, be solely responsible for offering and providing any COBRA Coverage required with respect to any employee of the Company or its Subsidiaries who experienced a Qualifying Event on or prior to the Closing. The Purchaser and the Company shall be solely responsible for offering and providing, any COBRA Coverage through the applicable Post-Closing Plans for employees of the Company and its Subsidiaries that experience a Qualifying Event after the Closing. (g) The provisions of this Agreement nor Section are for the consummation benefit of Purchaser and Seller only, and no employee of Seller, the Transactions willCompany or its Subsidiaries or any other Person shall have any rights hereunder. Nothing herein expressed or implied shall be deemed an amendment of any Employee Benefit Plan, either alone or in combination with another event, (i) accelerate constitute the time establishment of payment or vestingan Employee Benefit Plan, or materially increase otherwise confer upon any employee of Seller, the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller Company or any of its Subsidiaries Subsidiaries, or any legal representatives or beneficiaries thereof, any rights or remedies, including any right to transfer employment or set aside any assets to fund any benefits continued employment for any Triage Business Employeespecified period or to be covered under or by any employee benefit plan or arrangement, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of or shall cause the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets employment status of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseemployee to be other than terminable at will.

Employees and Employee Benefits. (a) Schedule 3.8(a) set forth a correct and complete list of all Benefit Plans for Applicable Employees. Seller has made available to Purchaser a Buyer true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature copies of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received plan document (including all amendments thereto) and current annual bonus opportunity the most recent summary plan description (the “Triage Business Employee List”), or a written description of all non-written Benefit Plans) of Seller’s and (ii) for each independent contractor that is an individual primarily engaged its Affiliates’ Benefit Plans applicable to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)Applicable Employees. (b) Section 4.09(b) None of Seller, its Subsidiaries or any ERISA Affiliate has any liability under Title IV of ERISA that would reasonably be expected to become a Liability of the Seller Disclosure Letter sets forth a true and complete list, as of the date Companies. An ERISA Affiliate for purposes of this AgreementSection 3.8(b) shall mean any person or entity that would be considered, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that when combined with Seller or any of its Subsidiaries is prohibited from making available Subsidiaries, a simple employer pursuant to Purchaser as the result of applicable Law relating to the safeguarding of data privacySection 414(b), (iic) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (vm) each insurance or group annuity contract or other funding vehicleof the Code. (c) The Benefit Plans have been maintained in all material respects in accordance with their terms and with the Laws (including, as applicable, ERISA and the Code). There are no pending actions, claims or lawsuits (other than routine claims for benefits (or as disclosed in Schedule 3.7)) arising from or relating to the Benefit Plans. To the Seller’s Knowledge, neither the Companies nor any of their respective Subsidiaries have any direct or indirect liability with respect to any misclassification of any person as an independent contractor rather than as an employee or with respect to any employee leased from another employer. (d) Except as provided in Schedule 3.8(d), none of the Benefit Plans provides for post-employment health or welfare benefit for any person beyond his or her retirement or other termination of service, except (i) as may be required under COBRA Coverage or similar state law, or (ii) disability benefits under a welfare plan that is fully provided for by insurance. (e) Except as provided in Schedule 3.8(e), neither the execution and delivery of this Agreement nor the consummation of the Transactions will (i) result in any payment becoming due to any Applicable Employee under a Benefit Plan or other compensatory arrangement, (ii) increase any benefits otherwise payable under any Benefit Plan to any Applicable Employee, or (iii) result in the acceleration of the time of payment or vesting of any such benefits under any Benefit Plan to any Applicable Employee. The consummation of the Transactions contemplated by this Agreement will not cause any payments to be made by the Companies, Seller or any of their respective Affiliates that would be non-deductible (in whole or in part) under Section 280G of the Code. (f) Each Seller Benefit Plan intended to be “qualified” within the meaning of qualified under Section 401(a) 401 of the Code has received a favorable determination letter from the IRS or Internal Revenue Service and Seller is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing not aware of any circumstances or any events that have occurred with respect to the operation of such Benefit Plan that could reasonably be expected to cause the loss of any such qualification status or exemption or the imposition of any such Seller Planmaterial liability, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 penalty or Title IV of tax under ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, as of two (2Schedule 4.14(a) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) list of (i) the plan document names of all individuals who are employees of the Business as of the date hereof; (ii) the commencement date of employment of each such individual; (iii) the title, position or job classification of each such individual; (iv) the current annual salary of each such individual paid on a written description thereof salaried basis and the effective date thereof; (orv) the hourly wage of each such individual paid on an hourly basis; and (vi) the exempt or nonexempt status (where applicable) of each such individual. (i) Neither of the Sellers is a party to or bound by any union contract, if appropriate, a form thereof), including any amendments thereto, collective bargaining agreement or other than any document that Seller or any similar type of its Subsidiaries is prohibited from making available to Purchaser as Contract in connection with the result of applicable Law relating to the safeguarding of data privacyBusiness, (ii) neither of the most recent annual report on Form 5500 filed Sellers has agreed to recognize any union or other collective bargaining unit in connection with the IRS or similar report required to be filed with any Governmental Authority Business, and the most recent actuarial valuation or similar report, (iii) no union or collective bargaining unit has been certified as representing the most recent IRS determination employees of the Business. During the past three (3) years, the Sellers have not experienced any labor strike, dispute, slowdown or opinion letter received by Sellerstoppage, (iv) material grievance, claim of unfair labor practice or any other material labor difficulty in respect of the most recent summary plan descriptionBusiness and, and (v) each insurance or group annuity contract or other funding vehiclewith respect to the Business, the Sellers have not committed any material unfair labor practice. (c) Schedule 4.14(c) lists all material Benefit Plans. All such Benefit Plans comply and have been administered in form and in operation, in all material respects in accordance with their terms and with all applicable requirements of Law (including ERISA and the Code). Each Seller Benefit Plan that is intended to be meet the requirements of a “qualifiedqualified plan” within the meaning of Section under section 401(a) of the Code has received a favorable determination letter from the IRS or Internal Revenue Service that such Benefit Plan is entitled to rely upon a favorable opinion issued by the IRSso qualified, and there are no existing circumstances or any events that have nothing has occurred since the date of such determination that could reasonably be expected to cause materially adversely affect the loss of any such qualification qualified status of any such Seller Benefit Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Copies of the following materials have been delivered or made available to the Buyer: (i) all current plan documents for each Benefit Plan or, in the case of an unwritten Benefit Plan, a written description thereof; (ii) the most recent determination letters from the IRS with respect to any of the Benefit Plans; (iii) all current summary plan descriptions, summaries of material modifications, annual reports, and summary annual reports; (iv) all current trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Benefit Plan; and (v) any other documents, forms or other instruments relating to any Benefit Plan reasonably requested by the Buyer. (e) Neither the Seller Plan is nor any ERISA Affiliate currently has, and at no time in the past has had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage , a “multiemployer plan” as defined in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (iSection 3(37) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f414(f) of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of As used in this Agreement, “Seller Benefit Plans” means all (i) for “employee benefit plans” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (ii) all other incentive, profit-sharing, stock option, stock purchase, other equity-based compensation, employment, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, welfare, deferred compensation, fringe benefit and other employee compensation and benefit plans, programs, practices and agreements, written or oral, in each Triage case established or maintained by Seller or any of its Affiliates and (x) that will (or will be required to) be established or maintained by Buyer on the Closing Date as provided herein, (y) with respect to which any Business Employee is (or will be) entitled to any benefit, or (z) with respect to which any Transferred Company has any liability. As used in this Agreement, the “Business Employees” means (i) all active Listed Employees who are employees of the Transferred Companies immediately prior to the Closing and (ii) all Listed Employees who are employees of the Transferred Companies as of immediately prior to the Closing and are on maternity or paternity leave, educational leave, short-term disability, military leave with veterans’ reemployment rights under federal law, leave under the Family Medical Leave Act of 1993, or any other approved leave of absence, but excluding all Retained Employees. Notwithstanding the foregoing, a Listed Employee who is on short-term disability or a disability leave of absence immediately prior to the Closing shall not become a Business Employee unless and until the administrator of the short-term disability Seller Benefit Plan applicable to the Listed Employee determines that such Listed Employee is cleared to return and such Listed Employee actually returns (during the Listed Employee’s applicable short-term disability period) to active work (whether full-time, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave with accommodations required pursuant to the Americans With Disabilities Act of 1990 or any amendments thereto) for a period of time that is sufficient (and, if on leave, under the nature terms of the leave and expected return dateshort-term disability Seller Benefit Plan applicable to the Listed Employee) to treat the participant as no longer having the disability. The Seller Benefit Plans sponsored or maintained by Seller or any of its Affiliates other than the Transferred Companies are set forth on Seller Schedule 4.10(a)(i), whether exempt from the Fair Labor Standards Act, annual salary and those Seller Benefit Plans that are currently sponsored or wage rate, most recent annual bonus received and current annual bonus opportunity maintained by a Transferred Company (the “Triage Business Employee ListCompany Plans”) are set forth on Seller Schedule 4.10(a)(ii), and (ii) for each independent contractor that is an individual primarily engaged to provide services . None of the Company Plans will be sponsored or maintained by a Transferred Company as of immediately prior to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller PlanClosing Date. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser Buyer true and complete copies (to the extent applicable) of (i) the all plan document or a written description thereof (ordocuments, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan descriptiondescriptions, and (v) each insurance or group annuity contract or any other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or documentation that is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage BusinessBuyer’s obligations under Section 6.6. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Seller has made available ETB and BANK are not parties to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, or bound by any written or oral (i) for each Triage Business Employeeemployment or employment-related consulting contract which is not terminable at will by ETB or BANK, such employee’s nameas the case may be without penalty, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, except as set forth in the nature of the leave and expected return dateattached Exhibit 4.10(a), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) plan or agreement providing for each independent contractor that is an individual primarily engaged to provide services to any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in the Triage Business, such contractor’s name, duties, date of retention on the attached Exhibits 4.10(b) and rate of compensation (the “Triage Independent Contractor List”4.10(c). (b) All pension, profit sharing, or other employee pension benefit plans of ETB and BANK("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 4.09(b401(a) of the Seller Disclosure Letter sets forth a true and complete listCode, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed in full compliance with the IRS or similar report Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To ETB's and BANK's best knowledge, after due and diligent inquiry, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither ETB nor BANK have knowledge of any Governmental Authority fact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the most recent actuarial valuation or similar reportCode) which has occurred since the date on which said sections first became applicable to the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing Date there will be no unfunded vested liability of the Plans, (iii) except for the most recent IRS determination or opinion letter received by Seller, (iv) obligation of ETB and BANK for contributions for the most recent summary plan description, current year which are not yet due and (v) each insurance or group annuity contract or other funding vehiclepayable but for which adequate amounts are being accrued on a monthly basis. (c) Each Seller Plan intended All employee welfare benefit plans of ETB and BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue until the Closing Date to be, in full compliance with the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To ETB's and BANK's best knowledge, all notices, reports and other filings required to be “qualified” within the meaning delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither ETB nor BANK have knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 401(a406 of ERISA and Section 4975(c) of the Code Code) which has received a favorable determination letter from occurred since the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material date on which said sections first became applicable to the Triage BusinessWelfare Plans. (d) No Seller Plan is subject to Section 302 person or Title IV governmental agency has any pending or threatened claim against ETB or BANK or their directors, officers, employees or agents arising out of ERISA any statute, ordinance or Section 412 of the Code. No Seller Plan provides benefits regulation alleging that ETB or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits BANK (i) required to be provided under Part 6 of Title I of ERISA has discriminated against applicants for employment, employees or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Planpublic, (ii) cause Seller has any employment practices, policies or any of its Subsidiaries to transfer procedures which are discriminatory or set aside any assets to fund any benefits for any Triage Business Employeehave been breached, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) failed to comply with federal and state wage and hour laws, rules or regulations, (iv) limit violated occupational safety and health statutes, regulations or restrict the right to amend, terminate standards or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise(v) has committed an unfair labor practice(s).

Employees and Employee Benefits. (a) Seller has Schedule 3.9(a) lists all material employee benefit plans (as defined in Section 3(3) of ERISA), all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, paid time off, retiree medical or life insurance, supplemental retirement, severance and other benefit plans, programs or arrangements, and all material employment, termination, change in control, retention, severance or other similar material contracts or agreements, whether or not subject to ERISA (but not including any benefit plan administered, sponsored or maintained by any Governmental Entity) (i) which are maintained, contributed to or sponsored by the Sellers or any of their Affiliates for the benefit of any Business Employee (the “Parent Plans”), (ii) with respect to which the Sellers or any of their Affiliates have any material obligation to any Business Employee, or (iii) which are maintained, contributed to or sponsored by the Purchased Entities (the “Purchased Entity Plans”) (collectively, the “Employee Plans”). The Sellers have made available to Purchaser Buyer a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, copy of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true Employee Plan (and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereofany amendments thereto), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (ivif applicable) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicledescriptions thereof. (cb) Each Seller Employee Plan that is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code has timely received a favorable determination letter from the IRS that the Employee Plan is so qualified and each trust established in connection with any Employee Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and, to the Knowledge of the Sellers, no event or is entitled circumstance has occurred since the date of such determination letter or letters from the IRS that would adversely affect the qualified status of any such Employee Plan or the exempt status of any such trust. The terms of each Purchased Entity Plan subject to rely upon a favorable opinion issued Section 409A of the Code comply in all material respects with Section 409A of the Code. (c) Each of the Purchased Entity Plans, the Transferring Pension Plans and the Seller 401(k) Plan have been maintained and administered in accordance with its terms and in compliance in all material respects with all applicable Laws or Orders, except as set forth on Schedule 3.9(c). All material contributions required to be made by the IRS, and there are no existing circumstances Parent or any events of its Affiliates to any Purchased Entity Plan prior to the Closing Date have been made or are properly accrued on the financial statements of the employer maintaining such plan. (d) Except as set forth on Schedule 3.9(d), there is no pending or, to the Knowledge of the Sellers, threatened legal action, investigation, audit, suit or claim relating to a Purchased Entity Plan, the Transferring Pension Plans or the Seller 401(k) Plan (other than routine claims for benefits), that have occurred that could would reasonably be expected to cause be material to the loss Businesses taken as a whole. (e) No Employee Plan is a multiemployer plan (within the meaning of Section 3(37) of ERISA). Except as set forth on Schedule 3.9(e), neither Sellers nor any such qualification status of their Affiliates have at any such Seller Plantime in the past ten (10) years sponsored, except where such loss of qualification status maintained or contributed to any defined benefit pension plan, including, but not limited to, any multi-employer plan, subject to ERISA. Except as set forth on Schedule 3.9(e) or as otherwise would not reasonably be expected to be material to the Triage Business. Businesses taken as a whole, (di) No Seller no Purchased Entity Plan provides health or other welfare benefits to former employees of either of the Businesses other than as required by COBRA, and (ii) during the past six (6) years, neither the Parent nor any of its Affiliates have made contributions to or been obligated to make contributions to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a plan that is subject to Section 302 or Title IV of ERISA with respect to any current or Section 412 former employees of either of the Code. No Seller Plan provides benefits or coverage in Businesses. (f) Schedule 3.9(f) contains a list, as of the nature date hereof, of healththe Business Employees, life or disability insurance or similar benefits and includes the following retirement or other termination information pertaining to each such Business Employee: (i) employee identification number, (ii) job title and function, (iii) business unit, (iv) current employer, (v) location of employment, other than coverage (vi) hire date, (vii) date of birth, (viii) base compensation and bonus opportunity, (ix) status as exempt or benefits non-exempt, if applicable, (ix) required to be provided under Part 6 status as full-time, part-time and/or temporary, (xi) base compensation paid for prior calendar year, (xii) method of Title I pay (hourly, salaried, commission or specified other), and (xiii) accrued and unused paid-time off and sick leave. For Business Employees that work within the United States, Schedule 3.9(f) also sets forth a list of ERISA or Section 4980(B)(f) such employees who are not either citizens of the Code, United States or any other applicable Law, or (ii) permanent residents entitled to work in the full cost of which is borne by the employee or former employee (or any of their beneficiaries)United States. (eg) Neither Except as set forth on Schedule 3.9(g), neither the execution of this Agreement or the Ancillary Agreements, nor the consummation or performance of any of the Transactions will, contemplated hereby will (either alone immediately or in combination with another event, the passage of time or continued employment) (i) accelerate result in any material payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due to any Business Employee, (ii) materially increase the amount of benefits payable to any Business Employee under any Employee Plan, or (iii) result in the acceleration of the time of payment or vesting, or materially increase the amount vesting of compensation due any such benefits to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisematerial extent.

Employees and Employee Benefits. (a) Seller has made available CLB and BANK are not parties to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, or bound by any written or oral (i) for each Triage Business Employeeemployment or employment-related consulting contract which is not terminable at will by CLB or BANK, such employee’s nameas the case may be without penalty, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, except as set forth in the nature of the leave and expected return dateattached Exhibit 4.10(a), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) plan or agreement providing for each independent contractor that is an individual primarily engaged to provide services to any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in the Triage Business, such contractor’s name, duties, date of retention on the attached Exhibits 4.10(b) and rate of compensation (the “Triage Independent Contractor List”4.10(c). (b) All pension, profit sharing, or other employee pension benefit plans of CLB and BANK ("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 4.09(b401(a) of the Seller Disclosure Letter sets forth a true and complete listCode, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed in full compliance with the IRS or similar report Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CLB's and BANK's best knowledge, after due and diligent inquiry, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither CLB nor BANK have knowledge of any Governmental Authority fact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the most recent actuarial valuation or similar reportCode) which has occurred since the date on which said sections first became applicable to the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing Date there will be no unfunded vested liability of the Plans, (iii) except for the most recent IRS determination or opinion letter received by Seller, (iv) obligation of CLB and BANK for contributions for the most recent summary plan description, current year which are not yet due and (v) each insurance or group annuity contract or other funding vehiclepayable but for which adequate amounts are being accrued on a monthly basis. (c) Each Seller Plan intended All employee welfare benefit plans of CLB and BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue until the Closing Date to be, in full compliance with the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CLB's and BANK's best knowledge, all notices, reports and other filings required to be “qualified” within the meaning delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither CLB nor BANK have knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 401(a406 of ERISA and Section 4975(c) of the Code Code) which has received a favorable determination letter from occurred since the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material date on which said sections first became applicable to the Triage BusinessWelfare Plans. (d) No Seller Plan is subject to Section 302 person or Title IV governmental agency has any pending or threatened claim against CLB or BANK or their directors, officers, employees or agents arising out of ERISA any statute, ordinance or Section 412 of the Code. No Seller Plan provides benefits regulation alleging that CLB or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits BANK (i) required to be provided under Part 6 of Title I of ERISA has discriminated against applicants for employment, employees or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Planpublic, (ii) cause Seller has any employment practices, policies or any of its Subsidiaries to transfer procedures which are discriminatory or set aside any assets to fund any benefits for any Triage Business Employeehave been breached, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) failed to comply with federal and state wage and hour laws, rules or regulations, (iv) limit violated occupational safety and health statutes, regulations or restrict the right to amend, terminate standards or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise(v) has committed an unfair labor practice(s).

Employees and Employee Benefits. (a) Seller has made available to Purchaser Section 4.15(a) of the Company Disclosure Schedule contains a true correct and complete list setting forth, identifying each material "employee benefit plan," as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) defined in Section 4.09(b3(3) of the Seller Disclosure Letter sets forth a true and complete listEmployee Retirement Income Security Act of 1974 ("ERISA"), as of the date of this Agreement, of each material Seller Plan. With respect to employment, severance or similar contract, plan, arrangement or policy and each other material Seller Planplan or arrangement providing for compensation, Seller has made available to Purchaser true and complete copies bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation or insurance coverage (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments theretoself-insured arrangements) which is maintained, other than any document that Seller administered or contributed to by the Company or any of its Subsidiaries is prohibited from making available and covers any employee or former employee of the Company or any of its Subsidiaries. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and the most recent written summary descriptions thereof have been provided to Purchaser as the result of applicable Law relating to the safeguarding of data privacyFidelity, (ii) together with the most recent annual report on (Form 5500 filed with the IRS or similar report required to be filed including, if applicable, Schedule B thereto) prepared in connection with any Governmental Authority and such plan. Such plans are referred to collectively herein as the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"Company Employee Plans." (cb) Each Seller Company Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS Internal Revenue Service stating that it is so qualified and, to the knowledge of the Company, nothing has occurred since the date of such letter that would cause it to be revoked, whether prospectively or is entitled retroactively. The Company will make available upon request to rely upon Fidelity copies of the most recent Internal Revenue Service determination letters with respect to each such Company Employee Plan. Each Company Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Company Employee Plan except as would not be reasonably likely to have a favorable opinion issued Company Material Adverse Effect. (c) Except as described on Section 4.15(c) of the Company Disclosure Schedule and except as contemplated by the IRSplans and arrangements described on Exhibit C hereto, the execution of, and there are no existing circumstances performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of the Company or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessits Subsidiaries. (d) No Seller Plan is subject to Except as set forth on Section 302 or Title IV of ERISA or Section 412 4.15(a) of the Code. No Seller Company Disclosure Schedule, neither the Company nor any of its Subsidiaries maintains or contributes to any Company Employee Plan provides benefits which provides, or coverage in the nature of healthhas any liability to provide, life insurance, medical or disability insurance or similar other welfare benefits following to any employee(s) upon their retirement or other termination of employment, other than coverage or benefits (i) except as required to be provided under Part 6 of Title I by Section 601 of ERISA or and Section 4980(B)(f) 4980B of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither There has been no amendment to, written interpretation or announcement (whether or not written) relating to any Company Employee Plan which would increase materially the execution expense of this Agreement nor maintaining such Company Employee Plans in the consummation aggregate above the level of the Transactions willexpense incurred in respect thereof for the fiscal year ended December 31, either alone or in combination with another event, 1998. (if) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any The Company and each of its Subsidiaries is in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding except as would not be reasonably likely to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is have a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseCompany Material Adverse Affect.

Employees and Employee Benefits. (a) Seller Cardiac has made available to Purchaser a true Xxxxxxx each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2including any self-insured arrangements and, if applicable, related trust agreements), all amendments thereto and the most recent written summary descriptions thereof, together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) Business Days before the date of this Agreementprepared in connection with any such plan, (i) for each Triage Business Employeewhich is maintained, such employee’s name, title, hire date, location, whether full- administered or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged contributed to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller by Cardiac or any of its Subsidiaries is prohibited from making available to Purchaser as the result and covers any employee or former employee of applicable Law relating to the safeguarding Cardiac or any of data privacyits Subsidiaries, or (ii) with respect to which Cardiac or any of its Subsidiaries has or could have any material liability or expense. Such plans are referred to collectively herein as the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle“Cardiac Employee Plans.” (cb) Each Seller Cardiac Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and (i) has received a an unrevoked favorable determination letter from the IRS with respect to such Cardiac Employee Plan's qualified status under the Code, as amended by the Tax Reform Act of 1986 and all subsequent legislation through what is commonly referred to as "GUST," (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is entitled entitled, under IRS Announcement 2001-77, to rely upon a on the favorable opinion or advisory letter issued by the IRSIRS to the prototype or volume submitter plan sponsor of such Cardiac Employee Plan. Nothing has occurred, and there are no existing circumstances or any events that have occurred is reasonably expected by Cardiac that could reasonably be expected to cause adversely affect the loss qualification or exemption of any such qualification status Cardiac Employee Plan. Cardiac will make available upon request to Cardiac copies of the most recent IRS determination letters with respect to each such Cardiac Employee Plan. Each Cardiac Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Code, which are applicable to such Seller Cardiac Employee Plan except as would not be reasonably likely to have a Cardiac Material Adverse Effect. Cardiac, each of its Subsidiaries and all other Persons (including, without limitation, all fiduciaries) have, at all times and in all material respects, properly performed all of their duties and obligations (whether arising by operation of law or by contract) under or with respect to such Cardiac Employee Plan, except where such loss of qualification status would not reasonably be expected including, without limitation, all reporting, disclosure and notification obligations. All contributions, premiums and other payments due or required to be material paid to (or with respect to) each Cardiac Employee Plan have been timely paid, or, if not yet due, have been properly accrued on the Triage BusinessCardiac Financial Statements. (dc) No Seller Plan Neither Cardiac nor any of its Subsidiaries sponsors, maintains or contributes to, and has never sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), (i) a "multiemployer plan," as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (ii) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (iii) an employee benefit plan, fund, program, contract or arrangement that is subject to Section 302 or of ERISA, Title IV of ERISA or Section 412 of the Code, or (iv) a "multiple employer welfare arrangement," as defined in Section 3(40) of ERISA. (d) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Cardiac, threatened with respect to (or against the assets of) any Cardiac Employee Plan except as would not be reasonably likely to have a Cardiac Material Adverse Effect, nor, to the Knowledge of the Cardiac, is there a basis for any such action, suit or claim. No Seller Cardiac Employee Plan provides benefits is currently under investigation, audit or coverage in review, directly or indirectly, by the nature IRS, the U.S. Department of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, Labor or any other applicable Lawgovernmental entity or agency except as would not be reasonably likely to have a Cardiac Material Adverse Effect, and, to the Knowledge of the Cardiac, no such action is contemplated or (ii) the full cost of which is borne under consideration by the employee or former employee (IRS, the U.S. Department of Labor or any of their beneficiaries)other Governmental Entity. (e) Neither The execution of, and performance of the execution of transactions contemplated in, this Agreement nor the consummation of the Transactions will, will not (either alone or in combination with another event, (iupon the occurrence of any additional or subsequent events) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee constitute an event under any Seller Cardiac Employee Plan, (ii) cause Seller employment or severance agreement to which Cardiac or any of its Subsidiaries to transfer is a party, trust or set aside any assets to fund any benefits for any Triage Business Employee, (iii) loan that will or may result in any Triage Business material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of Cardiac or any of its Subsidiaries. (f) To the Knowledge of Cardiac, neither Cardiac nor any of its Subsidiaries maintains or contributes to any Cardiac Employee who is a “disqualified individual” receiving Plan which provides, or has any “excess parachute payment” (each liability to provide, life insurance, medical or other welfare benefits to any employee upon such term employee's retirement or termination of employment, except as defined in required by Section 280G 601 of ERISA and Section 4980B of the Code. (g) To the Knowledge of Cardiac, there has been no amendment to, written interpretation or announcement (ivwhether or not written) limit to create, enter into, contribute to or restrict otherwise relating to any Cardiac Employee Plan which would increase materially the right to amendexpense of maintaining such Cardiac Employee Plans in the aggregate above the level of the expense incurred in respect thereof for the fiscal year ended December 31, terminate 2004. (h) To the Knowledge of Cardiac, Cardiac and each of its Subsidiaries is in substantial compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding. No work stoppage or transfer the assets labor strike against Cardiac or any Affiliate of Cardiac is pending, threatened or reasonably anticipated. Cardiac does not know of any Seller Plan on activities or following proceedings of any labor union to organize any Cardiac employees. There are no Actions pending, or, to the ClosingKnowledge of Cardiac, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Cardiac employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to Cardiac. No Seller Plan provides for Neither Cardiac nor any of its Subsidiaries has engaged in any unfair labor practices within the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A meaning of the CodeNational Labor Relations Act. Neither Cardiac nor any of its Subsidiaries is presently, or otherwisehas it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Cardiac employees and no collective bargaining agreement is being negotiated with respect to Cardiac employees. Neither Cardiac nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar Law which remains unsatisfied.

Employees and Employee Benefits. (a) Seller has made available to Purchaser Schedule 2.1(20)(a) contains a true and complete list setting forth, as of two (2) Business Days before the titles or positions of all Employees with their date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, locationand the location of their employment, whether full- they are actively at work or part-time, whether active or on leave (not and, if on leavenot, the nature of reason for the leave absence and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”).w... (b) Section 4.09(b) Except as disclosed on Schedule 2.1(20)(b), to the knowledge of the Seller Disclosure Letter sets forth a true Vendor, the Corporation has no Employee who cannot be dismissed on reasonable notice and complete list, as of the date of this Agreement, of each material Seller Plan. With respect is not liable to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document any Employee or a written description thereof (or, if appropriate, a form thereof), including former employee for any amendments thereto, other than damages under any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle.... (c) Each Seller Plan intended The Corporation has complied, in all material respects, with all Applicable Law and Orders applicable to be “qualified” within the meaning of Section 401(a) it relating to employment of the Code Employees, including those relating to wages, hours of work, overtime and other employment standards, human r... (d) The Corporation is not a party to or bound by, either directly or by operation of Applicable Law, any collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or legally binding commitment o... (e) Schedule 2.1(20)(e) lists all material written employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock apprecia... (f) The Vendor has received a favorable determination letter from furnished to the IRS Purchaser copies of all the Employee Plans, together with all related trust or is entitled to rely upon a favorable opinion issued by other funding agreements, employee booklets and, where applicable, actuarial reports most recently filed with the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status applicable Governmenta... (g) Except as would not reasonably be expected likely to be material to result in a Material Adverse Change, each Employee Plan has been administered and funded in accordance with all Applicable Laws and the Triage Businessterms of the applicable Employee Plan. (dh) No Seller Plan Employee Plan, nor any related trust or other funding medium thereunder, is subject to Section 302 or Title IV of ERISA or Section 412 any pending or, to the knowledge of the Code. No Seller Plan provides benefits Vendor, Threatened Legal Proceeding initiated by any Governmental Authority or coverage in the nature of health, life or disability insurance or similar benefits following retirement or by any other termination of employmentPerson, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.routin...

Employees and Employee Benefits. (a) Seller ANFI has made available to Purchaser a true FNF each material "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or partincluding any self-time, whether active or on leave (insured arrangements and, if on leaveapplicable, the nature of the leave and expected return daterelated trust agreements), whether exempt from all amendments thereto and the Fair Labor Standards Actmost recent written summary descriptions thereof, annual salary or wage rate, together with the most recent annual bonus received and current annual bonus opportunity report (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (orForm 5500 including, if appropriateapplicable, a form thereof)Schedule B thereto) prepared in connection with any such plan, including any amendments theretowhich is maintained, other than any document that Seller administered or contributed to by ANFI or any of its Subsidiaries is prohibited from making available and covers any employee or former employee of ANFI or any of its Subsidiaries. Such plans are referred to Purchaser collectively herein as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"ANFI Employee Plans." (cb) Each Seller ANFI Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS Internal Revenue Service stating that it is so qualified and, to the Knowledge of ANFI, nothing has occurred since the date of such letter that would cause it to be revoked, whether prospectively or is entitled retroactively. ANFI will make available upon request to rely upon a favorable opinion issued FNF copies of the most recent Internal Revenue Service determination letters with respect to each such ANFI Employee Plan. Each ANFI Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the IRSCode, which are applicable to such ANFI Employee Plan except as would not be reasonably likely to have an ANFI Material Adverse Effect. (c) Except as described on Section 4.15(c) of the ANFI Disclosure Schedule and, to the Knowledge of ANFI, the execution of, and there are no existing circumstances performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any ANFI Employee Plan, employment or severance agreement to which ANFI or any events of its Subsidiaries is a party, trust or loan that have occurred that could reasonably be expected will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to cause the loss fund benefits with respect to any current or former employee, executive or director of ANFI or any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessits Subsidiaries. (d) No Seller Plan is subject to Except as set forth on Section 302 or Title IV of ERISA or Section 412 4.15(a) of the Code. No Seller ANFI Disclosure Schedule and, to the Knowledge of ANFI, neither ANFI nor any of its Subsidiaries maintains or contributes to any ANFI Employee Plan provides benefits which provides, or coverage in the nature of healthhas any liability to provide, life insurance, medical or disability insurance or similar other welfare benefits following to any employee(s) upon their retirement or other termination of employment, other than coverage or benefits (i) except as required to be provided under Part 6 of Title I by Section 601 of ERISA or and Section 4980(B)(f) 4980B of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither To the execution Knowledge of this Agreement nor ANFI, there has been no amendment to, written interpretation or announcement (whether or not written) relating to any ANFI Employee Plan which would increase materially the consummation expense of maintaining such ANFI Employee Plans in the aggregate above the level of the Transactions willexpense incurred in respect thereof for the fiscal year ended December 31, either alone or in combination with another event2001. (f) To the Knowledge of ANFI, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any ANFI and each of its Subsidiaries is in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding except as would not be reasonably likely to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisehave an ANFI Material Adverse Effect.

Employees and Employee Benefits. (a) Seller has made available Neither Parent nor any Parent ERISA Affiliates contribute to Purchaser a true or have any obligation to contribute to, or have had any such obligation during the past six-year period preceding the Closing Date, and complete list setting forth, as of two (2) Business Days before the date of this Agreement, no Parent Plan is (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the defined benefit pension plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage , (ii) a multiemployer plan within the meaning of Section 3(37) of ERISA, (iii) a “multiple employer plan” as defined in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f413(c) of the Code, or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (b) Each Parent Plan intended to be qualified under Section 401(a) of the Code (each a “Parent Qualified Plan”) has received from the Internal Revenue Service a favorable determination letter (or in the case of a master or prototype plan, a favorable opinion letter or in the case of a volume submitter plan, a favorable advisory letter) as to its qualification under Section 401(a) of the Code, and to Parent’s Knowledge, no event or condition exists, whether by action or by failure to act, that would reasonably be expected to adversely affect the qualified status of any such Parent Qualified Plan. Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, (i) each Parent Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, which are applicable to such Parent Plan, (ii) there is no pending or, to Parent’s Knowledge, threatened Action against any Parent Plan, any fiduciary thereof, Parent or any of its Subsidiaries other than routine claims for benefits and (iii) with respect to each Parent Plan, all contributions, reimbursements and premium payments that are due have been made, and all contributions, reimbursements and premium payments for any period ending on or before the Closing that are not yet due have been made or properly accrued. (c) Except as would not reasonably be expected, individually or in the aggregate, to have a Parent Material Adverse Effect, with respect to each Parent Plan which is a group health plan, Parent and Parent ERISA Affiliates have complied with the health care continuation provisions of Section 4980B of the Code and corresponding provisions of ERISA, and neither Parent nor any of Parent ERISA Affiliates have incurred any Liability under Section 4980 of the Code. No Parent Plan provides any post-retirement medical, dental or life insurance benefits to any current or former employees (other than coverage mandated by applicable Law, or (ii) including the full Consolidated Omnibus Budget Reconciliation Act of 1985), the cost of which could reasonably be expected to be material. (d) No Action (other than routine claims for benefits) is borne by pending against or, to Parent’s Knowledge, is threatened against, any Parent Plan that, individually or in the employee aggregate, if determined or former employee (resolved adversely in accordance with the plaintiff’s demands, would reasonably be expected to have, individually or any of their beneficiaries)in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries is a party to or subject to, or is currently negotiating in connection with entering into, any collective bargaining agreement, agreement with any works council, or labor Contract. To Parent’s Knowledge, as of the execution date of this Agreement nor the consummation of the Transactions willAgreement, either alone or in combination there is no labor union organizing activity being conducted with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due respect to any Triage Business Employee under any Seller Plan, (ii) cause Seller material segment of employees of Parent or any of its Subsidiaries Subsidiaries. Except as would not reasonably be expected to transfer be material, there is no labor strike, lockout, slowdown or set aside stoppage pending or, to Parent’s Knowledge, threatened against or affecting Parent or any assets Subsidiary of Parent and no such strike, lockout, slowdown or stoppage has occurred since the Split-Off Date. (f) Parent is in compliance with all applicable Laws governing employment or labor, including all contractual commitments and all such Laws relating to fund any benefits for any Triage Business Employeewages, (iii) result hours, worker classification, contractors, immigration, collective bargaining, discrimination, civil rights, safety and health and workers’ compensation, except, in any Triage Business Employee who is each case, as would not reasonably be expected, individually or in the aggregate, to have a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseParent Material Adverse Effect.

Employees and Employee Benefits. (a) Seller Schedule 3.8(a) of the Stockholder Disclosure Schedule sets forth a true, correct and complete list of all material Benefit Plans. Stockholder has made available to Purchaser a true and complete list setting forthParent true, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true correct and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority plan document (including all amendments thereto) and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleif any, of the Benefit Plans. (cb) Each Seller None of Stockholder, its Subsidiaries or any ERISA Affiliate has or is reasonably expected to incur any material liability under Title IV of ERISA with respect to any Benefit Plan intended to be that is an ongoing, frozen or terminated “qualifiedsingle-employer plan,” within the meaning of Section 401(a4001(a)(15) of ERISA, currently or formerly maintained by any of them. An ERISA Affiliate for purposes of this Section 3.8(b) shall mean any person or entity that would be considered, when combined with Stockholder or any of its Subsidiaries, a single employer pursuant to Section 210(c) and (d) of ERISA. (c) The Benefit Plans have been maintained and operated in substantial compliance with applicable Laws (including, as applicable, ERISA and the PR Code). There are no material Legal Proceedings (other than routine claims for benefits (or as disclosed in Schedule 3.7 of the Stockholder Disclosure Schedule)) arising from or relating to the Benefit Plans. There are no Legal Proceedings arising from or relating to the Benefit Plans pursuant to which the Companies would reasonably be expected to have any Liability. (d) None of the Benefit Plans provides for post-employment medical or life insurance benefits for any person beyond his or her retirement or other termination of service, except (i) as may be required under COBRA Coverage or similar state or Commonwealth law or (ii) disability benefits under a welfare plan that is fully provided for by insurance. (e) None of the Benefit Plans obligates Stockholder or its Affiliates to pay any separation, severance, termination, change in control related or other benefits solely as a result of the execution and delivery of this Agreement or the consummation of the Transactions and such execution, delivery or consummation will not result in Parent, the Company or its or their Affiliates becoming liable for any separation, severance, termination or other benefits. (f) Each Benefit Plan that is intended to be qualified under Section 1165 of the PR Code has received a favorable determination letter from the IRS or is entitled Puerto Rico Treasury Department and, to rely upon a favorable opinion issued by Stockholder’s Knowledge, nothing has occurred with respect to the IRS, and there are no existing circumstances or any events operation of such Benefit Plan that have occurred that could would reasonably be expected to cause the loss of any such qualification status or exemption or the imposition of any such Seller Planmaterial liability, except where such loss of qualification status would not reasonably be expected to be material to penalty or tax under ERISA or the Triage BusinessPR Code. (dg) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of healthOther than payroll-related compensatory arrangements, life or disability insurance or similar benefits following retirement or other termination of employmentincluding, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Codewithout limitation, arrangements providing for salary, bonus, or any other applicable Lawvacation, no Benefit Plans, including without limitation welfare plans, are sponsored or (ii) the full cost of which is borne maintained by the employee or former employee (or any of their beneficiaries)Company. (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Section 5.01 of the Seller has made available to Purchaser a true and complete list setting forthDisclosure Letter indicates, as of two (2) Business Days before the date of this Agreement, (i) for a list of each Triage Business In-Scope Employee and (ii) with respect to each In-Scope Employee, each such employee’s nameemployee identification number, title, hire date, location, whether full- or part-timetime status, whether active exempt or on leave (and, if on leave, the nature of the leave and expected return date), whether non-exempt from status under the Fair Labor Standards ActAct (if applicable), annual title, current base salary or hourly wage rate, most recent target bonus percentage of annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”)base salary, employment site, credited service date, and employment status (ii) for each independent contractor active or contingent); provided, that is such information will only be provided with respect to an individual primarily engaged to provide services In-Scope Employee to the Triage Businessextent such information may be provided without violating any Laws, such contractor’s namerules, dutiesor regulations, date whether relating to the transfer or disclosure of retention and rate of compensation (the “Triage Independent Contractor List”)personally identifiable information, data privacy or otherwise. (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (Acquiror, in each case, to the extent applicable) of the In-Scope Employees participate in such Compensation and Benefit Plans: (i) the plan document copies or a written description thereof summaries of all material Compensation and Benefit Plans (or, if appropriate, a form thereof), including any material amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy), (ii) the most recent annual report on Form 5500 filed summary plan description, if any, required under ERISA with the IRS or similar report required respect to be filed with any Governmental Authority each material Compensation and the most recent actuarial valuation or similar report, Benefit Plan; and (iii) the most recent IRS determination or opinion letter received by issued with respect to each Compensation and Benefit Plan. None of the Compensation and Benefit Plans are a “registered pension plan” (as defined in the Income Tax Act (Canada)) or a “retirement compensation arrangement” (as defined in the Income Tax Act (Canada)) and neither Seller, nor any of its Affiliates or Subsidiaries has contributed to or assumed an obligation to contribute to any pension scheme in Canada that contains a “defined benefit provision,” as defined in subsection 147.1(1) of the Income Tax Act (Canada). (c) Except as set forth on Section 2.09(c) of the Seller Disclosure Letter, (i) there has not been any labor strike, work stoppage or lockout with respect to the AVS Business, or, to the Knowledge of the Seller, has any labor strike, work stoppage or lockout been threatened with respect to the AVS Business, (ii) Seller has not received written notice of any unfair labor practice charges against the AVS Business that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority, or, to the Knowledge of the Seller, has any unfair labor practice charges against the AVS Business been threatened and (iii) Seller has not received written notice of any suits, actions or other proceedings in connection with the AVS Business that are pending before the Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices, including under applicable employment standards occupational health and safety, pay equity, employment equity, labor relations, workers compensation, and human rights Laws, or, to the Knowledge of the Seller, have any suits, actions or other proceedings in connection with the AVS Business been threatened, except, in the case of each of clauses (i), (ii) and (iii) above, for any such matters that have not been and would not reasonably be expected to be, individually or in the aggregate, material to the AVS Business or the AVS Assets, taken as a whole. NAI-1504903777v10 (d) With respect to the AVS Business, Seller is in compliance in all material respects with all applicable Laws relating to employment and employment practices, workers’ compensation, terms and conditions of employment, human rights, occupational health and safety, employment standards, pay equity, employment equity, labor relations, worker classification, worker safety, wages and hours, civil rights, discrimination, immigration, collective bargaining, and the WARN Act. (e) To the Knowledge of the Seller, the services provided by the In-Scope Employees as of the date hereof are reasonably sufficient to conduct and operate the AVS Business in all material respects in the same manner as conducted by Seller as of the date hereof. To the Knowledge of the Seller, no officer or other key employee of the AVS Business has announced the existence of any contract, agreement or covenant purporting to restrict or prohibit their performance of duties within the AVS Business or a current intention to terminate such officer’s or key employee’s employment with the AVS Business in connection with the transactions contemplated by this Agreement or otherwise. (f) Neither Seller nor any of its ERISA Affiliates or, solely with respect to (iii), Affiliates, nor any of their respective predecessors, contributes to, has ever contributed to, has ever been required to contribute to, or otherwise participates in or has participated in, or in any way, directly or indirectly, has any material Liability with respect to (i) any multiemployer plan as defined in Section 3(37) or Section 4001(a)(3) of ERISA or Section 414(f) of the Code, (ii) any multiple employer plan within the meaning of Section 4063 or Section 4064 of ERISA or Section 413(c) of the Code, (iii) a Canadian multi-employer plan to which Seller or any of its Affiliates is required to contribute pursuant to a collective agreement, participation agreement, any other agreement or statute or municipal by-law and which are not maintained or administered by Seller or any of its Affiliates or (iv) any employee benefit plan, fund, program, contract or arrangement that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, in each case that could result in any Liability to Acquiror. (g) Section 2.09(g) of the Seller Disclosure Letter identifies each collective bargaining agreement, side agreement (published or unpublished) or other Contract with any labor organization, union or works council that applies to any In-Scope Employees. Seller has made available to Acquiror a copy of each item set forth on Section 2.09(g) of the Seller Disclosure Letter. The execution, delivery and performance of this Agreement does not, and the consummation of the transactions contemplated hereby will not, constitute or result in a breach or violation, in each case in any material respect, of a termination (or right of termination) or a default under, or the creation, increase, triggering or acceleration of any obligations or rights of any kind or result in any material changes under, or increase in compensation paid under, any Contract identified in Section 2.09(g) of the Seller Disclosure Letter. (h) With respect to each AVS Business Acquired Plan, (i) all contributions due from Seller or any of its Subsidiaries through the date of this Agreement have been made on or before their due date and all amounts and Liabilities have been properly accrued in accordance with the provisions of each of the AVS NAI-1504903777v10 Business Acquired Plans and applicable Law as of the date of this Agreement, (ii) there are no actions, suits or claims pending (other than non-material routine claims for benefits) or, to the Knowledge of Seller, threatened with respect to such AVS Business Acquired Plan, and (iii) it complies in form and has been operated, administered, funded and invested in compliance in all material respects with its terms and all applicable Laws, in the case of each of clauses (i), (ii) and (iii) above, for which Acquiror or any of its Affiliates would have any material liability. (i) With respect to each AVS Business Acquired Plan, Seller has provided to Acquiror, to the extent applicable: (i) true and complete copies of all AVS Business Acquired Plans (including any material amendments thereto), (ii) the most recent summary plan description, if any, required under ERISA with respect to each AVS Business Acquired Plan; (iii) the most recent IRS determination or opinion letter issued with respect to each AVS Business Acquired Plan and (viv) true and complete copies of the most recent actuarial valuation, if applicable, and any other financial statements in respect of the AVS Business Acquired Plans. All data used by Seller to administer each insurance AVS Business Acquired Plan has or group annuity contract will be provided to Acquiror in a complete and correct form. Except as set forth on Section 2.09(i) of the Seller Disclosure Letter, none of Seller or other funding vehicleany Affiliate has any formal plan and has made no promise or commitment to create any additional benefit plans which would be considered to be a AVS Business Acquired Plan once created or to improve or change the benefits provided under any AVS Business Acquired Plan. (cj) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred No amount that could reasonably be expected to cause received (whether in cash or property or the loss vesting of any such qualification status property), as a result of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions willtransactions contemplated by this Agreement by any AVS Business Employee, either director or other service provider of the AVS Business under any Compensation and Benefit Plan or otherwise would not be deductible by reason of Section 280G of the Code or would be subject to an excise tax under Section 4999 of the Code. (k) The consummation of the transactions contemplated by this Agreement alone or in combination with another event(i) will not give rise to any liability of Acquiror under any AVS Business Acquired Plan, (iii) accelerate the time of payment or vestingvesting or increase the amount, or materially increase require the amount funding, of compensation or benefits due to any Triage Business In-Scope Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer their beneficiaries or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right ability of Acquiror or its Affiliates to amend, amend or terminate or transfer the assets of any Seller AVS Business Acquired Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for at any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisetime.

Employees and Employee Benefits. (ai) Seller has made available to Purchaser a true During the period commencing at the Effective Time and complete list setting forthending December 31, 2013 (or if earlier, the date of the employee’s termination of employment with Parent and its subsidiaries), Parent shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of two the Company who remain employed immediately after the Effective Time (2collectively, the “Company Continuing Employees”) Business Days before with base salary or hourly wage rate, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary or hourly wage rate, target bonus opportunities (excluding equity-based compensation), and employee benefits (excluding Company Common Stock) provided by the Company on the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and . (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicableany “employee benefit plan” as defined in Section 3(3) of (i) the plan document ERISA or a written description thereof (orother similar plan, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller program or arrangements maintained by Parent or any of its Subsidiaries is prohibited from making available to Purchaser subsidiaries, excluding both any defined benefit healthcare pension plans maintained by Parent or any of its subsidiaries and any equity compensation arrangements maintained by Parent or any of its subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the result case may be, as if such service were with Parent, for all purposes of applicable Law relating such Parent Benefit Plan; provided, that such service shall not be recognized to the safeguarding extent that (A) such recognition would result in a duplication of data privacy, benefits or (iiB) such service was not recognized under the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, corresponding Plan. (iii) Parent shall use reasonable best efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any Parent Benefit Plan in which the most recent IRS determination Company Continuing Employees (and their eligible dependents) are eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or opinion letter received waived under the comparable plan of the Company in which the Company Continuing Employees participated. If a Company Continuing Employee commences participation in any health benefit plan of Parent or any of its subsidiaries after the commencement of a calendar year, Parent shall use reasonable best efforts to cause such plan to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by Seller, such Company Continuing Employee (and his or her eligible dependents) during such calendar year for purposes of satisfying such calendar year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such Company Continuing Employee (and dependents) commences participation. (iv) This Section 6.2(c) shall be binding upon and inure solely to the most recent summary plan descriptionbenefit of each of the parties to this Agreement, and (v) each insurance nothing in this Section 6.2(c), express or group annuity contract implied, shall confer upon any other person any rights or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss remedies of any such qualification status nature whatsoever under or by reason of any such Seller Planthis Section 6.2(c). Nothing contained herein, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 express or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits implied (i) required shall be construed to be provided under Part 6 of Title I of ERISA establish, amend or Section 4980(B)(f) of the Codemodify any benefit plan, program, agreement or any other applicable Law, arrangement or (ii) shall alter or limit the full cost ability of which is borne by the employee or former employee (Surviving Corporation, Parent or any of their beneficiaries). (erespective affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 6.2(c) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone shall not create any right in any Company employee or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due any other person to any Triage Business Employee under any Seller Plancontinued employment with the Surviving Corporation, (ii) cause Seller Parent or any of its Subsidiaries to transfer their respective subsidiaries or set aside any assets to fund any compensation or benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on nature or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisekind whatsoever.

Employees and Employee Benefits. (a) Seller Each of FNF and Merger Sub has made available to Purchaser a true ANFI each material "employee benefit plan," as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or partincluding any self-time, whether active or on leave (insured arrangements and, if on leaveapplicable, the nature of the leave and expected return daterelated trust agreements), whether exempt from all amendments thereto and the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”)written summary descriptions thereof, and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) together with the most recent annual report on (Form 5500 filed with the IRS or similar report required to be filed including, if applicable, Schedule B thereto) prepared in connection with any Governmental Authority such plan, which is maintained, administered or contributed to by FNF, Merger Sub or any of FNF's Subsidiaries and covers any employee or former employee of FNF, Merger or any of FNF's Subsidiaries. Such plans are referred to collectively herein as the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"FNF Employee Plans." (cb) Each Seller FNF Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS Internal Revenue Service stating that it is so qualified and, nothing has occurred since the date of such letter that would cause it to be revoked, whether prospectively or is entitled retroactively. FNF will make available upon request to rely upon ANFI copies of the most recent Internal Revenue Service determination letters with respect to each such FNF Employee Plan. Each FNF Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such FNF Employee Plan except as would not be reasonably likely to have a favorable opinion issued by FNF Material Adverse Effect. (c) Except as described on Section 5.18(c) of the IRSFNF Disclosure Schedule, the execution of, and there are no existing circumstances performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any FNF Employee Plan, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of FNF or any events that of its Subsidiaries which would have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessa FNF Material Adverse Effect. (d) No Seller Plan is subject to Except as set forth on Section 302 or Title IV of ERISA or Section 412 5.18(a) of the Code. No Seller FNF Disclosure Schedule, neither FNF nor any of its Subsidiaries maintains or contributes to any FNF Employee Plan provides benefits which provides, or coverage in the nature of healthhas any liability to provide, life insurance, medical or disability insurance or similar other welfare benefits following to any employee(s) upon their retirement or other termination of employment, other than coverage or benefits (i) except as required to be provided under Part 6 of Title I by Section 601 of ERISA or and Section 4980(B)(f) 4980B of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither There has been no amendment to, written interpretation or announcement (whether or not written) relating to any FNF Employee Plan which would increase materially the execution expense of this Agreement nor maintaining such FNF Employee Plans in the consummation aggregate above the level of the Transactions willexpense incurred in respect thereof for the fiscal year ended December 31, either alone or in combination with another event, 2001. (if) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any FNF and each of its Subsidiaries is in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding except as would not be reasonably likely to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is have a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseFNF Material Adverse Effect.

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, Except as of two (2set forth on Schedule 4.9(a) Business Days before the date of this Agreementhereto, (i) the Seller is not delinquent in any material payments to any of its Employees for each Triage Business Employeeany wages, salaries, commissions, bonuses or other direct compensation for any services performed by them through Closing Date or amounts required to be reimbursed to such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and Employees; (ii) for each independent contractor that the Seller is an individual primarily engaged not a party to provide services any collective bargaining agreement applicable to the Triage BusinessEmployees; (iii) none of the Employees is represented by any labor organization; (iv) there is no unfair labor practice complaint against the Seller pending before the National Labor Relations Board or any comparable state, such contractor’s namelocal or foreign agency and neither any grievance which might have a Material Adverse Effect nor any arbitration proceeding arising out of or under any collective bargaining agreement is currently pending; (v) there is no labor strike, dutieswork stoppage or slowdown actually occurring or, date to the knowledge of retention and rate the Seller, threatened against or directly affecting the operations of compensation (the “Triage Independent Contractor List”)Business which would have a Material Adverse Effect. (b) Schedule 4.9(b) (i) hereto lists each CB Employee Benefit Plan. Schedule 4.9(b) (ii) hereto lists each CB Benefit Arrangement. Schedule 4.9(b) (iii) hereto lists each Severance Arrangement. (c) Except as set forth on Schedule 4.9(c) hereto: (i) all CB Employee Benefit Plans intended to be qualified under Section 4.09(b401 of the Code have received favorable determinations from the Internal Revenue Service, and to the best knowledge of the Seller, nothing has occurred since such determinations to affect adversely such determinations, and true and correct copies of such plans and determination letters have been delivered to the Purchaser; (ii) no CB Employee Benefit Plans which constitute "employee welfare benefit plans," as defined in Section 3(1) of ERISA, are funded through trusts under Section 501(c) of the Code; (iii) no CB Employee Benefit Plan has participated in, engaged in or been a party to any "prohibited transaction" (as defined in ERISA or the Code), and neither the Seller Disclosure Letter sets forth a true and complete listnor any of its ERISA Affiliates has incurred, as of the date of this Agreementor is reasonably expected to incur, of each material Seller Plan. With any liability for taxes under Code Section 4975, with respect to each material Seller any CB Employee Benefit Plan, Seller has made available to Purchaser true and complete copies ; (to the extent applicableiv) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than normal claims for benefits, there is no material claim, pending or threatened, involving any document that CB Employee Benefit Plan or CB Benefit Arrangement by any person against such plan or arrangement, or the Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating ERISA Affiliate, nor to the safeguarding knowledge of data privacy, (ii) the Seller is there any reasonable basis to anticipate any such claim; there is no material violation of any reporting or disclosure requirement imposed by ERISA or the Code with respect to any CB Employee Benefit Plan. True and correct copies of the most recent annual report on IRS Form 5500 filed with (including attachments, exhibits, schedules, actuarial report and audited financial statement) for each CB Employee Benefit Plan have been delivered to the IRS or similar report required to be filed with Purchaser. These reports and related exhibits and attachments accurately described the assets and liabilities of each such plan as of the date thereof and since the date of such annual reports there has been no material adverse change in the funding status of any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and funded CB Employee Benefit Plan; and (v) each insurance or group annuity contract or other no CB Employee Benefit Plan which is an employee pension benefit plan, as defined in Section 3(2) of ERISA, has incurred an "accumulated funding vehicle. deficiency" (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a412(a) of the Code Code) whether or not waived. Except as disclosed in Schedule 4.9(c) hereto, no "reportable event" within the meaning of Section 4043(b) of ERISA (to the extent that the reporting of such events to the Pension Benefit Guaranty Corporation ("PBGC") within 30 days of the occurrence has received a favorable determination letter from the IRS not been waived) with respect to any such pension plan has occurred and is continuing or is entitled reasonably expected to rely upon a favorable opinion issued by occur. No termination liability to the IRSPBGC has been or is expected to be incurred with respect to any such pension plan, and there are no existing circumstances conditions or any events that have occurred that could reasonably be expected to cause present significant risk of termination by the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage BusinessPBGC. (d) No Neither the Seller Plan is subject nor any of its ERISA Affiliates have at any time during the six (6) years immediately prior to Section 302 the Closing Date sponsored, maintained or Title IV of ERISA contributed to or Section 412 of the Code. No Seller Plan provides benefits or coverage incurred an obligation to contribute to any "multiemployer plan", as defined in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (iSections 3(37) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(fand 4001(a)(3) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)ERISA. (e) Neither the execution of this Agreement nor the consummation With respect to each CB Employee Benefit Plan and CB Benefit Arrangement, all contributions to or payments under any such plan which were required to be paid as of the Transactions will, either alone or in combination with another event, (i) accelerate Closing Date have been paid by the time of payment or vesting, or materially increase the amount of compensation due Seller and all amounts accrued to any Triage Business Employee date under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term plans as defined in Section 280G liabilities of the Code) or (iv) limit or restrict Seller which have not been paid because they are not yet due under applicable law have been properly recorded on the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A books of the CodeSeller, or otherwiseas reflected on the Closing Balance Sheet.

Employees and Employee Benefits. (a) Seller has made available delivered to Purchaser Buyer true and complete copies of all written personnel policies, rules and procedures applicable to Employees together with summaries of all oral personnel policies, rules and procedures applicable to Employees (b) The Disclosure Schedule contains a true and complete list setting forth, as of two (2) Business Days before the date each Plan. Seller has delivered to Buyer true and complete copies of this Agreement, (i) each Plan for each Triage Business Employeewhich a Plan document exists, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) the summary plan description for each independent contractor that is an individual primarily engaged Plan and (iii) the latest annual report, if any, which has been filed with the IRS for each Plan. Each Plan intended to provide services be tax qualified under Sections 401(a) and 501(a) of the Code is, and has been determined by the IRS to be, tax qualified under Sections 401(a) and 501(a) of the Triage BusinessCode and, since such contractor’s namedetermination, duties, date no amendment to or failure to amend any such Plan or any other circumstance adversely affects its tax qualified status. There has been no prohibited transaction within the meaning of retention Section 4975 of the Code and rate Section 406 of compensation (the “Triage Independent Contractor List”)Title I of ERISA with respect to any Plan. (bc) No Plan is subject to the provisions of Section 4.09(b) 412 of the Code or Part 3 of Subtitle B of Title I of ERISA. No Plan is subject to Title IV of ERISA. During the past five (5) years, neither Seller Disclosure Letter sets forth a true nor any Person then Controlling, Controlled by, or under common Control with Seller contributed to or was obliged to contribute to an employee pension plan that was subject to Title IV of ERISA. (d) There are no actions, claims, lawsuits or arbitrations (other than routine claims for benefits) pending, or, to Seller’s Knowledge, threatened, with respect to any Plan or the assets of any Plan, and, to Seller’s Knowledge, no facts exist which could reasonably be expected to give rise to any such actions, claims, lawsuits or arbitrations (other than routine claims for benefits). The Company has satisfied all funding, compliance and complete list, as of the date of this Agreement, of each material Seller Planreporting requirements for all Plans. With respect to each material Seller Plan, Seller the Company has made available paid all contributions (including employee salary reduction contributions) and all insurance premiums that have become due and any such expense accrued but not yet due has been properly reflected in the Financial Statements. (e) No Plan provides or is required to Purchaser true and complete copies (provide, now or in the future, health, medical, dental, accident, disability, death or survivor benefits to or in respect of any Person beyond termination of employment, except to the extent applicable) required under any state insurance Law or under Part 6 of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any Subtitle B of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV I of ERISA or and under Section 412 4980(B) of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, covers any individual other than coverage Employees or benefits dependents or spouses of Employees. (f) The consummation of the transactions contemplated by this Agreement and the other agreements, certificates and documents delivered in connection herewith do not and will not (i) required entitle any Employee to be provided under Part 6 of Title I of ERISA severance pay or Section 4980(B)(f) of the Code, or any other applicable Law, termination benefits or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business such Employee under or former employee of the Company. Company has paid all salary and other obligations owed to Employees and former employees. (g) The Company has not made any Seller Planrepresentations or warranties (whether written or oral, (iiexpress or implied) cause Seller for which the Company could be liable, contractually or otherwise, to any client or customer of its Subsidiaries the Company that the Employees rendering services to transfer such client or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a customer are not “disqualified individual” receiving any “excess parachute paymentleased employees” (each such term as defined in within the meaning of Section 280G 414(n) of the Code) or that such Employees would not be required to participate under any pension benefit plan (ivwithin the meaning of Section 3(2) limit of ERISA) (a “Pension Benefit Plan”) of such client or restrict customer relating either to (i) providing benefits to Employees under a Pension Benefit Plan of the right Company or (ii) making contributions to amend, terminate or transfer the assets of any Seller Plan on reimbursing such client or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes customer for any Triage Business Employee under Sections 4999 contributions made to a Pension Benefit Plan of such client or 409A customer on behalf of the Code, or otherwiseEmployees.

Employees and Employee Benefits. (a) Seller Cardiac has made available to Purchaser a true Xxxxxxx each material "employee benefit plan," as defined in Section 3(3) of ERISA, each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2including any self-insured arrangements and, if applicable, related trust agreements), all amendments thereto and the most recent written summary descriptions thereof, together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) Business Days before the date of this Agreementprepared in connection with any such plan, (i) for each Triage Business Employeewhich is maintained, such employee’s name, title, hire date, location, whether full- administered or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged contributed to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller by Cardiac or any of its Subsidiaries is prohibited from making available to Purchaser as the result and covers any employee or former employee of applicable Law relating to the safeguarding Cardiac or any of data privacyits Subsidiaries, or (ii) with respect to which Cardiac or any of its Subsidiaries has or could have any material liability or expense. Such plans are referred to collectively herein as the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"Cardiac Employee Plans." (cb) Each Seller Cardiac Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and (i) has received a an unrevoked favorable determination letter from the IRS with respect to such Cardiac Employee Plan's qualified status under the Code, as amended by the Tax Reform Act of 1986 and all subsequent legislation through what is commonly referred to as "GUST," (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is entitled entitled, under IRS Announcement 2001-77, to rely upon a on the favorable opinion or advisory letter issued by the IRSIRS to the prototype or volume submitter plan sponsor of such Cardiac Employee Plan. Nothing has occurred, and there are no existing circumstances or any events that have occurred is reasonably expected by Cardiac that could reasonably be expected to cause adversely affect the loss qualification or exemption of any such qualification status Cardiac Employee Plan. Cardiac will make available upon request to Cardiac copies of the most recent IRS determination letters with respect to each such Cardiac Employee Plan. Each Cardiac Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Code, which are applicable to such Seller Cardiac Employee Plan except as would not be reasonably likely to have a Cardiac Material Adverse Effect. Cardiac, each of its Subsidiaries and all other Persons (including, without limitation, all fiduciaries) have, at all times and in all material respects, properly performed all of their duties and obligations (whether arising by operation of law or by contract) under or with respect to such Cardiac Employee Plan, except where such loss of qualification status would not reasonably be expected including, without limitation, all reporting, disclosure and notification obligations. All contributions, premiums and other payments due or required to be material paid to (or with respect to) each Cardiac Employee Plan have been timely paid, or, if not yet due, have been properly accrued on the Triage BusinessCardiac Financial Statements. (dc) No Seller Plan Neither Cardiac nor any of its Subsidiaries sponsors, maintains or contributes to, and has never sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), (i) a "multiemployer plan," as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (ii) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (iii) an employee benefit plan, fund, program, contract or arrangement that is subject to Section 302 or of ERISA, Title IV of ERISA or Section 412 of the Code, or (iv) a "multiple employer welfare arrangement," as defined in Section 3(40) of ERISA. (d) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Cardiac, threatened with respect to (or against the assets of) any Cardiac Employee Plan except as would not be reasonably likely to have a Cardiac Material Adverse Effect, nor, to the Knowledge of the Cardiac, is there a basis for any such action, suit or claim. No Seller Cardiac Employee Plan provides benefits is currently under investigation, audit or coverage in review, directly or indirectly, by the nature IRS, the U.S. Department of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, Labor or any other applicable Lawgovernmental entity or agency except as would not be reasonably likely to have a Cardiac Material Adverse Effect, and, to the Knowledge of the Cardiac, no such action is contemplated or (ii) the full cost of which is borne under consideration by the employee or former employee (IRS, the U.S. Department of Labor or any of their beneficiaries)other Governmental Entity. (e) Neither The execution of, and performance of the execution of transactions contemplated in, this Agreement nor the consummation of the Transactions will, will not (either alone or in combination with another event, (iupon the occurrence of any additional or subsequent events) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee constitute an event under any Seller Cardiac Employee Plan, (ii) cause Seller employment or severance agreement to which Cardiac or any of its Subsidiaries to transfer is a party, trust or set aside any assets to fund any benefits for any Triage Business Employee, (iii) loan that will or may result in any Triage Business material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of Cardiac or any of its Subsidiaries. (f) To the Knowledge of Cardiac, neither Cardiac nor any of its Subsidiaries maintains or contributes to any Cardiac Employee who is a “disqualified individual” receiving Plan which provides, or has any “excess parachute payment” (each liability to provide, life insurance, medical or other welfare benefits to any employee upon such term employee's retirement or termination of employment, except as defined in required by Section 280G 601 of ERISA and Section 4980B of the Code. (g) To the Knowledge of Cardiac, there has been no amendment to, written interpretation or announcement (ivwhether or not written) limit to create, enter into, contribute to or restrict otherwise relating to any Cardiac Employee Plan which would increase materially the right to amendexpense of maintaining such Cardiac Employee Plans in the aggregate above the level of the expense incurred in respect thereof for the fiscal year ended December 31, terminate 2004. (h) To the Knowledge of Cardiac, Cardiac and each of its Subsidiaries is in substantial compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding. No work stoppage or transfer the assets labor strike against Cardiac or any Affiliate of Cardiac is pending, threatened or reasonably anticipated. Cardiac does not know of any Seller Plan on activities or following proceedings of any labor union to organize any Cardiac employees. There are no Actions pending, or, to the ClosingKnowledge of Cardiac, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Cardiac employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to Cardiac. No Seller Plan provides for Neither Cardiac nor any of its Subsidiaries has engaged in any unfair labor practices within the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A meaning of the CodeNational Labor Relations Act. Neither Cardiac nor any of its Subsidiaries is presently, or otherwisehas it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Cardiac employees and no collective bargaining agreement is being negotiated with respect to Cardiac employees. Neither Cardiac nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar Law which remains unsatisfied.

Employees and Employee Benefits. (a) Seller Prior to the Effective Date, Manager shall deliver, in writing, an offer of employment to each of the employees of Client set forth on Schedule H attached hereto to commence such employment with Manager or one of its affiliates conditional and immediately upon the Effective Date. Each employee of Client or its affiliates to whom Manager has made available extended an offer and who accepts such offer of employment shall be referred to Purchaser a true and complete list setting forthas an “Identified Client Employee.” (b) With respect to the three Identified Client Employees identified as “Category A” on Schedule H to this Agreement (collectively, as of two (2) Business Days before the “Senior Managers”), Manager represents that it has, on or prior to the date of this Agreementhereof, (i) for entered into employment agreements (in form and substance satisfactory to Manager in its sole discretion) with each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date)Senior Managers, whether exempt from which employment agreements shall become effective on the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity Effective Date (the “Triage Business Employee ListEmployment Agreements”), ) and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) provided copies of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect executed Employment Agreements to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleClient. (c) Each Seller Plan intended offer of employment extended by Manager to an Identified Client Employee (other than a Senior Manager) shall (i) provide that such employee may not be terminated, other than for Cause, on or prior to December 31, 2011 and (ii) provide that such employee’s total cash compensation for the 2011 calendar year shall be equal to or greater than his or her expected cash compensation for the same period under his or her current agreement with LAMCO LLC, a limited liability company organized under the laws of Delaware and an affiliate of Client (“qualified” within LAMCO”); provided that such guarantee shall include only a pro rata portion of such employee’s 2011 incentive compensation (the meaning balance of which shall be paid by Client); and provided further that Manager shall not be required to provide any assurances or guarantees to such Identified Client Employee with respect to his or her employment after the 2011 calendar year. Manager’s obligations under this Section 401(a19(c) shall terminate upon the effective date of the Code has received a favorable determination letter from termination of this Agreement, if this Agreement is terminated by (x) Client (other than in the IRS case of termination for Good Reason), or is entitled (y) Manager pursuant to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage BusinessSection 18(b)(iv). (d) No Seller Plan is subject to Section 302 or Title IV Manager shall not terminate the employment of ERISA or Section 412 (i) more than one of the Code. No Seller Plan provides benefits Senior Managers on or coverage prior to the second anniversary of the Effective Date and (ii) any Identified Client Employee (other than a Senior Manager) on or prior to the first anniversary of the Effective Date, in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employmenteach case, other than coverage or benefits (iA) required to be provided under Part 6 for Cause, (B) as a result of Title I of ERISA or Section 4980(B)(fperformance concerns (a) of which the Codeapplicable employee has been notified and (b) if capable of cure, or any other applicable Lawwhich have not been cured to Manager’s satisfaction within the period specified in such notice, or (iiC) in other circumstances, with the full cost prior written consent of which Client (such consent not to be unreasonably withheld). Manager’s obligations under this Section 19(d) shall terminate upon the effective date of the termination of this Agreement, if this Agreement is borne terminated by (x) Client (other than in the employee case of termination for Good Reason), or former employee (or any of their beneficiariesy) Manager pursuant to Section 18(b)(iv). (e) Neither Client shall have the execution of this Agreement nor the consummation obligation to pay all employment compensation of the Transactions willIdentified Client Employees accrued up to, either alone but not including, the Effective Date, including incentive compensation (or a contractual bonus amount) attributable to the period through the day before the Effective Date. Manager shall have the obligation to pay all employment compensation of the Identified Client Employees accrued from and after the Effective Date. (f) Pursuant to agreements to be entered into prior to the Effective Date between each Identified Client Employee and Client or one of its affiliates, if an Identified Client Employee is terminated other than for Cause within the first twelve months (or, in combination the case of the Senior Managers, within the first twenty-four months) after the Effective Date, Client or one of its affiliates (and not Manager) will pay (or provide Manager with another event, the necessary funds to pay) such Identified Client Employee’s severance pay in an amount equal to six times such Identified Client Employee’s monthly base pay for the last month prior to the Effective Date; provided that such severance pay shall be (i) accelerate the time inclusive of payment or vesting, or materially increase the amount of compensation any contractual notice and statutory redundancy payments due to any Triage Business Employee under any Seller Plan, such Identified Client Employees and (ii) cause Seller made to an Identified Client Employee only upon such person executing a general release of all claims against Client and its affiliates, including LAMCO, relating to or arising from his or her prior employment with Client and its affiliates. (g) Notwithstanding any of the foregoing provisions, the following provisions of this Section 19(g) will apply in respect of the UK Employees (“UK Employees” meaning those Identified Client Employees who are listed on Schedule H as being employed in the United Kingdom, less any person whose employment does not transfer to Manager by reason of an objection by that person made pursuant to regulations 4(7) and 4(8) of the TUPE Regulations (“TUPE Regulations” meaning the Transfer of Undertakings (Protection of Employment) Regulations 2006)) and any other person referred to in Section 19(g)(iii) below. It is the understanding of Client and Manager that the appointment of Manager to provide the asset management and investment management services under this Agreement will constitute a relevant transfer for the purposes of the TUPE Regulations and, accordingly, that the employment contracts of the UK Employees shall be transferred to Manager by operation of law pursuant to the TUPE Regulations with effect from the Effective Date and, in that case, Manager shall not be required to offer employment to the UK Employees in accordance with Section 19(a) above, provided, however, that: (i) nothing in this Section 19(g) will prevent Manager from agreeing to new employment agreements with any Senior Manager employed in the UK pursuant to Section 19(b) above; (ii) in addition to its Subsidiaries obligations under the TUPE Regulations, Manager shall ensure that the UK Employees are also afforded such protection and guarantees as are set out and/or referred to transfer or set aside any assets to fund any benefits for any Triage Business Employee, above in Section 19 (in accordance with the terms of that section); and (iii) result in if it is held or alleged that any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) UK Employees do not transfer or (iv) limit or restrict have not transferred on the right to amend, terminate or transfer Effective Date under the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A TUPE Regulations as a result of the Codeappointment of Manager under this Agreement, or otherwisethen the provisions of Section 19(a) above will apply.

Employees and Employee Benefits. (a) Seller has made available CNB does not have any employees. Neither CNB nor BANK is a party to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, or is bound by any written or oral (i) for each Triage Business Employeeemployment or employment-related consulting contract which is not terminable at will by either CNB or BANK as the case may be without penalty, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) plan or agreement providing for each independent contractor that is an individual primarily engaged any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in paragraphs 4.10(b) and 4.10(c) to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)this Agreement. (b) CNB does not have any pension, profit sharing or other types of employee pension benefits plan. All pension, profit sharing, or other employee pension benefit plans of BANK ("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 4.09(b401(a) of the Seller Disclosure Letter sets forth a true and complete listCode, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed in full compliance with the IRS or similar report Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CNB's and BANK's best knowledge, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither CNB nor BANK has any Governmental Authority knowledge of any fact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the most recent actuarial valuation or similar reportCode) which has occurred since the date on which said sections first became applicable to the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing Date there will be no unfunded vested liability of the Plans, (iii) except for the most recent IRS determination or opinion letter received by Seller, (iv) obligation of BANK for contributions for the most recent summary plan description, current year which are not yet due and (v) each insurance or group annuity contract or other funding vehiclepayable but for which adequate amounts are being accrued on a monthly basis. (c) Each Seller Plan intended CNB does not have any employee welfare benefit plans. All employee welfare benefit plans of BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue until the Closing Date to be, in full compliance with the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CNB's and BANK's best knowledge, all notices, reports and other filings required to be “qualified” within the meaning delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither CNB nor BANK has any knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 401(a406 of ERISA and Section 4975(c) of the Code Code) which has received a favorable determination letter from occurred since the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material date on which said sections first became applicable to the Triage BusinessWelfare Plans. (d) No Seller Plan is subject to Section 302 person or Title IV governmental agency has made any claim against CNB or BANK or their respective directors, officers, employees or agents arising out of ERISA any statute, ordinance or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits regulation alleging (i) required to be provided under Part 6 of Title I of ERISA discrimination against applicants for employment, employees or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Planpublic, (ii) cause Seller any employment practices, policies or any of its Subsidiaries to transfer procedures are discriminatory or set aside any assets to fund any benefits for any Triage Business Employeehave been breached, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) failure to comply with federal and state wage and hour laws, rules or regulations, (iv) limit a violation of occupational safety and health statutes, regulations or restrict the right to amend, terminate standards or transfer the assets of any Seller Plan on (v) that CNB or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseBANK has committed an unfair labor practice(s).

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true Prior to, from and complete list setting forth, as of two (2) Business Days before after the date of this AgreementAgreement until the Closing Date, (i) for each Triage Business EmployeeBuyer shall consult with Seller and obtain Seller’s express prior written consent, such employee’s namewhich Seller shall not unreasonably withhold or delay, titlebefore distributing any communications to any Employee whether relating to employee benefits, hire date, location, whether full- post-Closing terms of employment or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”)otherwise. Buyer shall provide Seller with advance copies of, and (ii) for each independent contractor that is an individual primarily engaged a reasonable opportunity to provide services to comment on the Triage Businessform and content of, all such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)communications. (b) To the extent permitted by applicable Law, Seller shall periodically provide a list to Buyer prior to the Closing Date, which shall be included on Schedule 4.7(c), to reflect new hires, leaves of absence, employee transfers and employment terminations and any other material changes to Section 4.09(b) 2.13 of the Seller Disclosure Letter sets forth and provide copies of such updated lists and information to Buyer. (c) Buyer shall provide offers of employment to all Employees listed on Schedule 4.7(c) upon the occurrence of the Closing. Offers pursuant to this Section 4.7(c) shall (i) be for a true comparable position at the same or a nearby geographic work location with a commute of no more than thirty (30) miles from Employee’s office immediately prior to the Closing Date, (ii) shall provide to each Employee, until December 31, 2018, (y) no less favorable base salary, wage rate and complete listbonus opportunity, as applicable, than as set forth opposite such Employee’s name on list provided pursuant to Section 4.7(b) and (z) employee benefits that are comparable to the benefits provided to Buyer’s employees in comparable positions, including Buyer’s medical plan and 401(k) plan and, for those employees who remain continuously in Buyer’s service through the one (1) year anniversary of the date of this AgreementClosing Date, of each material Seller Plan. With Buyer’s defined benefit pension plan, (iii) be sufficient to avoid statutory, contractual, common Law or other severance obligations, and (iv) otherwise comply in all respects with applicable Law (including with respect to compensation and benefits). Buyer shall assume the liability to provide each material Seller Plan, Seller has made available Employee with the same amount of paid-time off as the Employee had immediately prior to Purchaser true and complete copies (Closing. Employee then shall accrue any further paid-time off in accordance with Buyer’s policies. Buyer shall assume the liability to provide severance benefits to each Employee that are no less favorable than the extent applicable) better of (i) those severance or termination benefits applicable to such Employee as of immediately prior to the plan document Closing Date and (ii) those provided under Buyer’s severance plan, program, policy or practice (whether contractual or otherwise) on the date of such Employee’s termination, in each case including all service with Seller and its Affiliates prior to the Closing Date as service with Buyer and its Affiliates for purpose of calculating entitlement to severance pay and termination benefits thereunder. (d) With respect to Employees, Buyer or its Affiliates shall (i) recognize, for all purposes (other than benefit accrual under a written description thereof (ordefined benefit pension plan) under all plans, if appropriateprograms and arrangements established or maintained by Buyer or its Affiliates for the benefit of the Employees, a form thereof)service with Seller and its Affiliates prior to the Closing Date to the extent such service was recognized under the corresponding Listed Plan covering such Employees, including for purposes of eligibility, vesting and benefit levels and accruals, in each case, except where it would result in a duplication of benefits and (ii) waive any amendments theretopre-existing condition exclusion, actively-at-work requirement or waiting period under all employee health and other than welfare benefit plans established or maintained by Buyer or its Affiliates for the benefit of the Employees, to the greatest extent permitted by those plans, except to the extent such pre-existing condition, exclusion, requirement or waiting period would have applied to such individual under the corresponding Listed Plan. Effective as of the Closing, each Employee shall cease to be an employee of Seller or the applicable Affiliate and shall cease to participate in any document that Business Employee Benefit Plan or other employee compensation, benefit or welfare plan of Seller or any of its Subsidiaries is prohibited from making available to Purchaser Affiliates as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)an active employee. (e) Neither Buyer shall cause a defined contribution plan with a Code Section 401(k) feature of which it is the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, plan sponsor to (i) accelerate cover all Employees as of immediately after the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller PlanClosing Date, (ii) cause recognize service with Seller or any of and its Subsidiaries Affiliates prior to transfer or set aside any assets to fund any benefits the Closing Date for any Triage Business Employee, all purposes and (iii) result accept a transfer of assets representing the full balance standing to the credit of accounts of all Employees from Seller’s (or its applicable Affiliate’s) 401(k) plan, but not a transfer of any participant loans or related promissory notes under that plan, within sixty (60) calendar days of the Closing Date and shall cause the transfer to comply with the requirements of applicable Law, including without limitation Code Section 411(d)(6). No later than the date on which those assets are transferred from Seller’s (or its applicable Affiliate’s) 401(k) plan to Buyer’s 401(k) plan, Buyer shall offer, or cause to be offered, loans to the individuals listed on Schedule 4.7(e), in amounts not exceeding, for each individual, the lesser of (y) the then-current balance of that individual’s loan from Seller’s (or its applicable Affiliate’s) 401(k) plan and (z) the outstanding balance of that loan set out in Schedule 4.7(e), on the further terms and conditions set out in this Section 4.7(e). Seller shall, no later than 10 Business Days before the asset transfer, notify Buyer in writing of the payment instructions for paying off the outstanding loans under Seller’s (or its applicable Affiliate’s) 401(k) plan, and Buyer shall disburse its loans to those payment instructions in satisfaction of the outstanding loans under Seller’s (or its applicable Affiliate’s) 401(k) plan. The interest rate payable under each of Buyer’s loans shall be the interest rate set out in Schedule 4.7(e). The maturity date of each of Buyer’s loans shall be the final payment date for the relevant individual set out in Schedule 4.7(e), except that Buyer may accelerate the maturity of each loan to the date that is 30 days after the date on which the relevant individual becomes eligible to borrow under Buyer’s 401(k) plan. (f) Buyer or its Affiliates shall bear all the liabilities, obligations and costs relating to the termination of Employees hired by Buyer, including any statutory or common law severance or other separation benefits, any contractual or other severance or separation benefits and any other legally mandated payment obligations (including any compensation payable during a mandatory termination notice period and any payments pursuant to an Order of a court having jurisdiction over the parties). To the extent any Employee does not accept the offer of employment with Buyer, Seller shall provide the Employee with a severance and release agreement and bear the costs associated with the severance and termination. (g) In the United States, pursuant to IRS Revenue Procedure 2004-53, Buyer and Seller and their respective Affiliates shall apply the “standard” method for purposes of employee payroll reporting with respect to any Employee. (h) The provisions contained in this Agreement with respect to any Employee are included for the sole benefit of the respective parties hereto and shall not create any right in any Triage Business other person, including any Employee who is a “disqualified individual” receiving (or dependent or beneficiary of any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets foregoing). Nothing herein shall be deemed an amendment of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for plan providing benefits to any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseEmployee.

Employees and Employee Benefits. (a) Seller has made available to Purchaser Section 4.13(a) of the Company Disclosure Schedule contains a true correct and complete list setting forthidentifying each material "employee benefit plan", as defined in Section 3(3) of two the Employee Retirement Income Security Act of 1974 (2"ERISA"), each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) Business Days before providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by the date Company or any Company Subsidiary and covers any employee or former employee of this Agreement, (i) for each Triage Business Employee, the Company or any Company Subsidiary. Copies of such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave plans (and, if on leaveapplicable, related trust agreements) and all amendments thereto and written summary descriptions thereof have been furnished, or will be made available upon request, to Parent together with the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity report (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan. Such plans are referred to collectively herein as the “Triage Business "Company Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)Plans". (b) Section 4.09(b) of Neither the Seller Disclosure Letter sets forth a true and complete listCompany nor any current ERISA Affiliate maintains, as of the date of this Agreement, of each material Seller Plan. With respect contributes to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with contribute to, or has in the past maintained, contributed to or been required to contribute to any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code, including, without limitation, any "multiemployer plan" (as defined in Section 3(37) of ERISA). No Seller Plan provides benefits To the knowledge of the Company, no event has occurred or coverage in is reasonably likely to occur that would cause the nature of health, life Company or disability insurance any ERISA Affiliate to incur liability or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required be subject to be provided any lien under Part 6 of Title I IV of ERISA or Section 4980(B)(f) 412 of the Code with respect to any plan currently or previously maintained or contributed to by any former ERISA Affiliate. For purposes of this Agreement the term "ERISA Affiliate" shall mean any entity which, together with the Company, would be treated as a single employer under Section 414 of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Seller has made available WBC and BANK are not parties to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, or bound by any written or oral (i) for each Triage Business Employeeemployment or employment-related consulting contract which is not terminable at will by WBC or BANK, such employee’s nameas the case may be without penalty, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, except as set forth in the nature of the leave and expected return dateattached Exhibit 4.10(a), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) plan or agreement providing for each independent contractor that is an individual primarily engaged to provide services to any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in the Triage Business, such contractor’s name, duties, date of retention on the attached Exhibits 4.10(b) and rate of compensation (the “Triage Independent Contractor List”4.10(c). (b) All pension, profit sharing, or other employee pension benefit plans of WBC and BANK("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 4.09(b401(a) of the Seller Disclosure Letter sets forth a true and complete listCode, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed in full compliance with the IRS or similar report Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To WBC's and BANK's best knowledge, after due and diligent inquiry, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither WBC nor BANK have knowledge of any Governmental Authority fact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the most recent actuarial valuation or similar reportCode) which has occurred since the date on which said sections first became applicable to the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing Date there will be no unfunded vested liability of the Plans, (iii) except for the most recent IRS determination or opinion letter received by Seller, (iv) obligation of WBC and BANK for contributions for the most recent summary plan description, current year which are not yet due and (v) each insurance or group annuity contract or other funding vehiclepayable but for which adequate amounts are being accrued on a monthly basis. (c) Each Seller Plan intended All employee welfare benefit plans of WBC and BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue until the Closing Date to be, in full compliance with the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To WBC's and BANK's best knowledge, all notices, reports and other filings required to be “qualified” within the meaning delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither WBC nor BANK have knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 401(a406 of ERISA and Section 4975(c) of the Code Code) which has received a favorable determination letter from occurred since the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material date on which said sections first became applicable to the Triage BusinessWelfare Plans. (d) No Seller Plan is subject to Section 302 person or Title IV governmental agency has any pending or threatened claim against WBC or BANK or their directors, officers, employees or agents arising out of ERISA any statute, ordinance or Section 412 of the Code. No Seller Plan provides benefits regulation alleging that WBC or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits BANK (i) required to be provided under Part 6 of Title I of ERISA has discriminated against applicants for employment, employees or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Planpublic, (ii) cause Seller has any employment practices, policies or any of its Subsidiaries to transfer procedures which are discriminatory or set aside any assets to fund any benefits for any Triage Business Employeehave been breached, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) failed to comply with federal and state wage and hour laws, rules or regulations, (iv) limit violated occupational safety and health statutes, regulations or restrict the right to amend, terminate standards or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise(v) has committed an unfair labor practice(s).

Employees and Employee Benefits. (a) Seller has made available to Purchaser Section 5.15(a) of Fidelity Disclosure Schedule contains a true correct and complete list setting forthidentifying each material "employee benefit plan", as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) defined in Section 4.09(b3(3) of the Seller Disclosure Letter sets forth a true and complete listERISA, as of the date of this Agreement, of each material Seller Plan. With respect to employment, severance or similar contract, plan, arrangement or policy and each other material Seller Planplan or arrangement providing for compensation, Seller has made available to Purchaser true and complete copies bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation or insurance coverage (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments theretoself-insured arrangements) which is maintained, other than any document that Seller administered or contributed to by Fidelity or any of its Subsidiaries is prohibited from making available to Purchaser as and covers any employee or former employee of Fidelity or any of its Subsidiaries. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and the result of applicable Law relating most recent written summary descriptions thereof have been provided to the safeguarding of data privacyCompany, (ii) together with the most recent annual report on (Form 5500 filed with the IRS or similar report required to be filed including, if applicable, Schedule B thereto) prepared in connection with any Governmental Authority and such plan. Such plans are referred to collectively herein as the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"Fidelity Employee Plans." (cb) Each Seller Fidelity Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS Internal Revenue Service stating that it is so qualified and, to the knowledge of Fidelity, nothing has occurred since the date of such letter that would cause it to be revoked, whether prospectively or is entitled retroactively. Fidelity will make available upon request to rely upon the Company copies of the most recent Internal Revenue Service determination letters with respect to each such Fidelity Employee Plan. Each Fidelity Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Fidelity Employee Plan except as would not be reasonably likely to have a favorable opinion issued by Fidelity Material Adverse Effect. (c) Except as described on Section 5.15(c) of the IRSFidelity Disclosure Schedule, the execution of, and there are no existing circumstances performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Fidelity Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of Fidelity or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessits Subsidiaries. (d) No Seller Neither Fidelity nor any of its Subsidiaries maintains or contributes to any Fidelity Employee Plan is subject which provides, or has any liability to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of healthprovide, life insurance, medical or disability insurance or similar other welfare benefits following to any employee(s) upon their retirement or other termination of employment, other than coverage or benefits (i) except as required to be provided under Part 6 of Title I by Section 601 of ERISA or and Section 4980(B)(f) 4980B of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither There has been no amendment to, written interpretation or announcement (whether or not written) relating to any Fidelity Employee Plan which would increase materially the execution expense of this Agreement nor maintaining such Fidelity Employee Plans in the consummation aggregate above the level of the Transactions willexpense incurred in respect thereof for the fiscal year ended December 31, either alone or in combination with another event, 1998. (if) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any Fidelity and each of its Subsidiaries is in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding except as would not be reasonably likely to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is have a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseFidelity Material Adverse Affect.

Employees and Employee Benefits. (a) Seller has made available Prior to Purchaser a true and complete list setting forth, the Closing but effective as of two 11:59 p.m., on the day immediately preceding the Closing Date, Purchaser shall offer employment to all employees listed on Section 2.17 of the Disclosure Schedule, except for the part-time employees listed on Section 3.10(a) of the Disclosure Schedule, on terms and conditions to be established by Purchaser, but which shall be no less favorable to each Transferred Employee than the terms of employment currently maintained by Seller (2any such employee who accepts such offer and becomes an employee of Purchaser, a "Transferred Employee"). In addition, the Purchaser shall (i) Business Days before honor all accrued but unused vacation entitlement of the date Transferred Employees for the calendar year in which the Closing occurs, (ii) on an annual basis, provide to each Transferred Employee a number of annual vacation days that is equal to or greater than the number of annual vacation days to which such Transferred Employee was entitled for the calendar year in which the Closing occurs, and (iii) be responsible for severance payments to the Transferred Employees, in accordance with Section 5.04 of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of The Purchaser and Seller agree, that until January 1, 2000 (or such earlier date as the Purchaser shall select), the Seller Disclosure Letter sets forth a true will pay for and complete listthe Transferred Employees will be covered by health insurance and dental benefit plans offered by the Seller. Within thirty (30) days after January 1, 2000 (or such earlier date as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereofshall select), including any amendments thereto, other than any document that the Purchaser shall reimburse Seller or any for all costs incurred by Seller attributable to such coverage of its Subsidiaries is prohibited from making available to Purchaser as Transferred Employees after the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleClosing Date. (c) Each Seller Plan intended As of January 1, 2000 (or such earlier date as the Purchaser shall select), Purchaser shall provide a benefits package, including but not limited to be “qualified” within the meaning of Section 401(a) health and dental benefit insurance coverage, to all of the Code has received a Transferred Employees who become employed by Purchaser as of the Closing Date, on terms no less favorable determination letter from to such Transferred Employees than the IRS or is entitled benefits package, including but not limited to rely upon a favorable opinion issued the health and dental benefit insurance plans, currently maintained by Seller. Purchaser shall ensure that all preexisting condition limitations for all such Transferred Employees covered by the IRS, and there Seller's health benefit insurance plans as of the Closing Date are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businesswaived. (d) No Seller Plan is subject Purchaser shall give past service credit to Section 302 any Transferred Employee for eligibility and vesting (if applicable) under its employee benefit plans that, on or Title IV of ERISA or Section 412 after the Closing Date, provide coverage to any of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)Transferred Employees. (e) Neither the execution of this Agreement nor the consummation The Purchaser shall not assume any liabilities or obligations of the Transactions willSeller under the Seller Plans, either alone or in combination with another eventincluding, (i) accelerate the time of payment or vestingwithout limitation, or materially increase the amount of compensation due pursuant to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisethis Agreement.

Employees and Employee Benefits. (a) Seller has made available On or prior to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date hereof, the Company, Seller and Purchaser have agreed upon a form of joint announcement to employees concerning this Agreement and the transactions contemplated hereby and a communication plan concerning the method and timing of the delivery of such announcement. Contemporaneously with the execution and delivery of this Agreement, (i) for each Triage Business Employee, the parties will deliver such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged announcement to provide services to the Triage Business, employees in accordance with such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”)communication plan. (b) Section 4.09(b) On and after the Closing Date, Purchaser shall be responsible with respect to all employees of the Seller Disclosure Letter sets forth a true Company and complete listany of its Subsidiaries for compliance with the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) and any similar state or local Laws. Purchaser shall not, as and shall cause each of its Affiliates and Subsidiaries not to, with respect to any site of employment or facility of any of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller Company or any of its Subsidiaries is prohibited from making available to Purchaser Subsidiaries, at any time during the 90-day period following the Closing Date, take any employment action that would result in (i) a “plant closing” (as defined in the result of applicable Law relating to the safeguarding of data privacyWARN Act), (ii) a “mass layoff” (as defined in the most recent annual report on Form 5500 filed with the IRS WARN Act), or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) any similar action under any applicable state or local Laws requiring notice to employees in connection with a plant closing or layoff, in each case without complying fully with the most recent IRS determination notice and other requirements of the WARN Act and any similar state or opinion letter received by Sellerlocal Laws requiring notice to employees. In addition, (iv) Purchaser hereby agrees to indemnify the most recent summary plan descriptionSecurityholder Indemnified Parties and to defend and hold the Securityholder Indemnified Parties harmless from and against any and all Losses which the Securityholder Indemnified Parties may incur in connection with any lawsuit, and (v) each insurance or group annuity contract claim, arbitration, action or other funding vehicleproceeding brought against the Securityholder Indemnified Parties under the WARN Act or any similar state or local Laws, which relates, in whole or in part, to any actions taken by Purchaser or any of its Affiliates or Subsidiaries with regard to any site of employment or facility of the Company or any of its Subsidiaries. (c) Each Seller Plan intended Notwithstanding anything herein to be “qualified” within the meaning of contrary, Purchaser shall assume and agrees to honor in accordance with their terms all employment and severance agreements listed on Section 401(a5.17(c) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRSDisclosure Schedule, and there are all accrued benefits vested thereunder, and Purchaser shall take no existing circumstances action to amend, modify or any events that have occurred that could reasonably be expected to cause the loss of any terminate such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessagreements. (d) No Seller Plan is subject to For a period of at least one year from and after the Closing Date or for such longer period as provided in any employment or severance agreement listed on Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f5.17(c) of the CodeDisclosure Schedule, Purchaser shall maintain, or any other applicable Lawcause the Company and its Subsidiaries to maintain, or plans for the benefit of the employees of the Company and its Subsidiaries that provide benefits that are not materially less favorable in the aggregate (iiexcluding benefits under incentive compensation, bonus, stock option, equity incentive and defined benefit pension plans and arrangements) to such employees than the full cost of which is borne by benefits provided under the employee or former employee (or any of their beneficiaries)Company Plans immediately prior to the Closing. (e) Neither the execution With respect to each employee benefit plan of this Agreement nor the consummation Purchaser (“Purchaser Plan”) in which employees of the Transactions willCompany and its Subsidiaries (“Company Employees”) participate after the Closing Date, either alone for purposes of determining vesting and entitlement to benefits, including for severance benefits and vacation entitlement, service with the Company or its Subsidiaries (or predecessor employers to the extent the Company provides past service credit) shall be treated as service with Purchaser; provided, however, that such service need not be recognized to the extent that such recognition would result in combination a duplication of benefits or to the extent that such service was not recognized under the corresponding Company Plan. To the extent permitted by applicable Law, Purchaser shall cause any and all pre-existing condition (or actively at work or similar) limitations, eligibility waiting periods and evidence of insurability requirements under Purchaser Plans to be waived with another eventrespect to such Company Employees and their eligible dependents and shall provide them with credit for any co-payments, deductibles, and offsets (or similar payments) made during the plan year including the period prior to the Closing Date for the purposes of satisfying any applicable deductible, out-of-pocket, or similar requirements under any Purchaser Plans in which they are eligible to participate after the Closing Date. (f) The parties hereto acknowledge and agree that all provisions contained in this Section 7.9 with respect to employees are included for the sole benefit of the respective parties hereto and shall not create any right (i) accelerate the time of payment in any other person, including, without limitation, any employees, former employees, any participant in any Company Plan or vesting, any beneficiary thereof or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller to continued employment with the Company or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisePurchaser.

Employees and Employee Benefits. (ai) Seller has made available to Purchaser a true During the period commencing at the Effective Time and complete list setting forthending on the date which is twelve (12) months from the Effective Time (or if earlier, the date of the employee’s termination of employment with Parent and its subsidiaries), Parent shall cause the Surviving Corporation and each of its subsidiaries, as applicable, to provide the employees of two the Company who remain employed immediately after the Effective Time (2collectively, the “Company Continuing Employees”) Business Days before with base salary or hourly wage rate, target bonus opportunities (excluding equity-based compensation), and employee benefits that are, in the aggregate, no less favorable than the base salary or hourly wage rate, target bonus opportunities (excluding equity-based compensation), and employee benefits provided by the Company on the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and . (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicableany “employee benefit plan” as defined in Section 3(3) of (i) the plan document ERISA or a written description thereof (orother similar plan, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller program or arrangements maintained by Parent or any of its Subsidiaries is prohibited from making available to Purchaser subsidiaries, excluding both any defined benefit healthcare pension plans maintained by Parent or any of its subsidiaries and any equity compensation arrangements maintained by Parent or any of its subsidiaries (collectively, “Parent Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Effective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Continuing Employees with the Company or any of its Subsidiaries, as the result case may be, as if such service were with Parent, for all purposes of applicable Law relating any Parent Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Effective Time; provided, that such service shall not be recognized to the safeguarding extent that (A) such recognition would result in a duplication of data privacy, benefits or (iiB) such service was not recognized under the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, corresponding Plan. (iii) Parent shall waive, or cause to be waived, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any Parent Benefit Plan in which the most recent IRS determination Company Continuing Employees (and their eligible dependents) are eligible to participate from and after the Acceptance Date, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or opinion letter received waived under the comparable plan of the Company in which the Company Continuing Employees participated. If a Company Continuing Employee commences participation in any health benefit plan of Parent or any of its subsidiaries after the commencement of a calendar year, Parent shall cause such plan to recognize the dollar amount of all co-payments, deductibles and similar expenses incurred by Seller, such Company Continuing Employee (and his or her eligible dependents) during such calendar year for purposes of satisfying such calendar year’s deductible and co-payment limitations under the relevant welfare benefit plans in which such Company Continuing Employee (and dependents) commences participation. (iv) This Section 6.02(c) shall be binding upon and inure solely to the most recent summary plan descriptionbenefit of each of the parties to this Agreement, and (v) each insurance nothing in this Section 6.02(c), express or group annuity contract implied, shall confer upon any other person any rights or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss remedies of any such qualification status nature whatsoever under or by reason of any such Seller Planthis Section 6.02(c). Nothing contained herein, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 express or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits implied (i) required shall be construed to be provided under Part 6 of Title I of ERISA establish, amend or Section 4980(B)(f) of the Codemodify any benefit plan, program, agreement or any other applicable Law, arrangement or (ii) shall alter or limit the full cost ability of which is borne by the employee or former employee (Surviving Corporation, Parent or any of their beneficiaries). (erespective affiliates to amend, modify or terminate any benefit plan, program, agreement or arrangement at any time assumed, established, sponsored or maintained by any of them. The parties hereto acknowledge and agree that the terms set forth in this Section 6.02(c) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone shall not create any right in any Company employee or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due any other person to any Triage Business Employee under any Seller Plancontinued employment with the Surviving Corporation, (ii) cause Seller Parent or any of its Subsidiaries to transfer their respective subsidiaries or set aside any assets to fund any compensation or benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on nature or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisekind whatsoever.

Employees and Employee Benefits. (a) Seller has made available to Purchaser Section 4.15(a) of the Company Disclosure Schedule contains a true correct and complete list setting forth, identifying each material "employee benefit plan," as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) defined in Section 4.09(b3(3) of the Seller Disclosure Letter sets forth a true and complete listEmployee Retirement Income Security Act of 1974 ("ERISA"), as of the date of this Agreement, of each material Seller Plan. With respect to employment, severance or similar contract, plan, arrangement or policy and each other material Seller Planplan or arrangement providing for compensation, Seller has made available to Purchaser true and complete copies bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation or insurance coverage (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments theretoself-insured arrangements) which is maintained, other than any document that Seller administered or contributed to by the Company or any of its Subsidiaries is prohibited from making available and covers any employee or former employee of the Company or any of its Subsidiaries. Copies of such plans (and, if applicable, related trust agreements) and all amendments thereto and the most recent written summary descriptions thereof have been provided to Purchaser as the result of applicable Law relating to the safeguarding of data privacyFNIS, (ii) together with the most recent annual report on (Form 5500 filed with the IRS or similar report required to be filed including, if applicable, Schedule B thereto) prepared in connection with any Governmental Authority and such plan. Such plans are referred to collectively herein as the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"Company Employee Plans." (cb) Each Seller Company Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the IRS Internal Revenue Service stating that it is so qualified. Nothing has occurred since the date of such letter that would cause it to be revoked, whether prospectively or is entitled retroactively. The Company will make available upon request to rely upon FNIS copies of the most recent Internal Revenue Service determination letters with respect to each such Company Employee Plan. Each Company Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Code, which are applicable to such Company Employee Plan except as would not be reasonably likely to have a favorable opinion issued by Company Material Adverse Effect. (c) Except as described on Section 4.15(c) of the IRSCompany Disclosure Schedule, the execution of, and there are no existing circumstances performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, trust or loan that will or may result in any material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of the Company or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Businessits Subsidiaries. (d) No Seller Plan is subject to Except as set forth on Section 302 or Title IV of ERISA or Section 412 4.15(d) of the Code. No Seller Company Disclosure Schedule, neither the Company nor any of its Subsidiaries maintains or contributes to any Company Employee Plan provides benefits which provides, or coverage in the nature of healthhas any liability to provide, life insurance, medical or disability insurance or similar other welfare benefits following to any employee(s) upon their retirement or other termination of employment, other than coverage or benefits (i) except as required to be provided under Part 6 of Title I by Section 601 of ERISA or and Section 4980(B)(f) 4980B of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither There has been no amendment to, written interpretation or announcement (whether or not written) relating to any Company Employee Plan which would increase materially the execution expense of this Agreement nor maintaining such Company Employee Plans in the consummation aggregate above the level of the Transactions willexpense incurred in respect thereof for the fiscal year ended December 31, either alone or in combination with another event, 2001. (if) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any The Company and each of its Subsidiaries is in compliance with all applicable federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding except as would not be reasonably likely to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is have a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseCompany Material Adverse Affect.

Employees and Employee Benefits. (a) Except as provided in Section 6.9(d), prior to the Closing Date, Seller has made available shall cause the Company to Purchaser a true and complete list setting forth, cease to participate effective as of two (2) Business Days before the date of this Agreement11:59 p.m. June 30, (i) for 2000 in each Triage Business EmployeeEmployee Benefit Plan. Seller shall satisfy or cause ERISA Affiliates to satisfy all liabilities with respect to or pursuant to all Employee Benefit Plans, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature including all liabilities to employees and former employees of the leave and expected return date), whether exempt from Company pursuant to Employee Benefit Plans (including without limitation all continuation requirements of Section 4980B of the Fair Labor Standards Act, annual salary Code or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date Part 6 of retention and rate Title I of compensation (the “Triage Independent Contractor List”ERISA). (b) Section 4.09(bSeller shall amend its 401(k) Plan so that all employees of the Company who participate in the 401(k) Plan shall be 100% vested in their accounts under the 401(k) Plan upon the Closing Date. Seller Disclosure Letter sets forth a true shall cause all salary deferrals and complete list, as of matching and other contributions to the date of this Agreement, of each material Seller Plan. With 401(k) Plan with respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (compensation prior to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available Closing Date to Purchaser as the result of applicable Law relating have been made prior to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleClosing Date. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) As of the Code has received a favorable determination letter from the IRS or is entitled Closing Date, Seller shall transfer to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material Purchaser an amount equal to the Triage Businessaccount balances of employees of the Company in the Section 125 Plan and Purchaser shall credit such employees with such account balance under Purchaser's Section 125 Plan for the benefit of the Company's employees until January 1, 2001. (d) No Seller shall continue benefit coverage provided under the Corporate Express, a Burhmann Company, Health Plan is subject to Section 302 or Title IV of ERISA or Section 412 for employees of the CodeCompany and their enrolled dependents and those dependents who otherwise would have become entitled to coverage had the transaction contemplated by this Agreement not occurred, for claims incurred through July 31, 2000. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) Purchaser shall assume the full cost of which is borne properly paid claims for such coverage provided under the Corporate Express, a Burhmann Company, Health Plan with dates of services on or after July 1, 2000 through July 31, 2000 regardless of the length of time of runout needed to receive and process the claims for appropriate benefit. Purchaser shall also pay the cost of the claims administration, managed care, pre-certification/utilization review and network fees for coverage as outlined on Schedule 6.9(d) and billed monthly by the employee or former employee (or any of their beneficiaries)CIGNA. (e) Neither Seller or its ERISA Affiliates shall continue benefits under its short-term and long-term disability plans with respect to employees or former employees of the execution of Company who are disabled or within the disability elimination period immediately prior to the Closing Date to the extent that such employees or former employees would have been entitled to such benefits had the transaction contemplated by this Agreement not occurred. (f) For a period of two years commencing on the Closing Date, neither Seller nor the consummation any ERISA Affiliate shall take any actions which are calculated to persuade any employee, consultant, representative or agent of the Transactions willCompany to terminate their association with the Company. (g) Seller shall continue benefit coverage under the Corporate Express, either alone or in combination with another eventa Burhmann Company, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due Health Plan pursuant to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits COBRA for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G former employees of the Code) or (iv) limit or restrict Company and their dependents to the right extent that such individuals were entitled to amend, terminate or transfer such coverage prior to the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseClosing Date.

Employees and Employee Benefits. (a) Seller Xxxxxxx has made available to Purchaser a true Cardiac each material “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2including any self-insured arrangements and, if applicable, related trust agreements), all amendments thereto and the most recent written summary descriptions thereof, together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) Business Days before the date of this Agreementprepared in connection with any such plan, (i) for each Triage Business Employeewhich is maintained, such employee’s name, title, hire date, location, whether full- administered or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged contributed to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller by Xxxxxxx or any of its Subsidiaries is prohibited from making available to Purchaser as the result and covers any employee or former employee of applicable Law relating to the safeguarding Xxxxxxx or any of data privacyits Subsidiaries, or (ii) with respect to which Xxxxxxx or any of its Subsidiaries has or could have any material liability or expense. Such plans are referred to collectively herein as the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle“Xxxxxxx Employee Plans.” (cb) Each Seller Xxxxxxx Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and (i) has received a an unrevoked favorable determination letter from the IRS with respect to such Xxxxxxx Employee Plan's qualified status under the Code, as amended by the Tax Reform Act of 1986 and all subsequent legislation through what is commonly referred to as "GUST," (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is entitled entitled, under IRS Announcement 2001-77, to rely upon a on the favorable opinion or advisory letter issued by the IRSIRS to the prototype or volume submitter plan sponsor of such Xxxxxxx Employee Plan. Nothing has occurred, and there are no existing circumstances or any events that have occurred is reasonably expected by Xxxxxxx that could reasonably be expected to cause adversely affect the loss qualification or exemption of any such qualification status Xxxxxxx Employee Plan. Xxxxxxx will make available upon request to Cardiac copies of the most recent IRS determination letters with respect to each such Xxxxxxx Employee Plan. Each Xxxxxxx Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Code, which are applicable to such Seller Xxxxxxx Employee Plan except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect. Xxxxxxx, each of its Subsidiaries and all other Persons (including, without limitation, all fiduciaries) have, at all times and in all material respects, properly performed all of their duties and obligations (whether arising by operation of law or by contract) under or with respect to such Xxxxxxx Employee Plan, except where such loss of qualification status would not reasonably be expected including, without limitation, all reporting, disclosure and notification obligations. All contributions, premiums and other payments due or required to be material paid to (or with respect to) each Xxxxxxx Employee Plan have been timely paid, or, if not yet due, have been properly accrued on the Triage BusinessXxxxxxx Financial Statements. (dc) No Seller Plan Neither Xxxxxxx nor any of its Subsidiaries sponsors, maintains or contributes to, and has never sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), (i) a "multiemployer plan," as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (ii) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (iii) an employee benefit plan, fund, program, contract or arrangement that is subject to Section 302 or of ERISA, Title IV of ERISA or Section 412 of the Code, or (iv) a "multiple employer welfare arrangement," as defined in Section 3(40) of ERISA. (d) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Xxxxxxx, threatened with respect to (or against the assets of) any Xxxxxxx Employee Plan except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect, nor, to the Knowledge of the Xxxxxxx, is there a basis for any such action, suit or claim. No Seller Xxxxxxx Employee Plan provides benefits is currently under investigation, audit or coverage in review, directly or indirectly, by the nature IRS, the U.S. Department of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, Labor or any other applicable Lawgovernmental entity or agency except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect, and, to the Knowledge of the Xxxxxxx, no such action is contemplated or (ii) the full cost of which is borne under consideration by the employee or former employee (IRS, the U.S. Department of Labor or any of their beneficiaries)other Governmental Entity. (e) Neither The execution of, and performance of the execution of transactions contemplated in, this Agreement nor the consummation of the Transactions will, will not (either alone or in combination with another event, (iupon the occurrence of any additional or subsequent events) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee constitute an event under any Seller Xxxxxxx Employee Plan, (ii) cause Seller employment or severance agreement to which Xxxxxxx or any of its Subsidiaries to transfer is a party, trust or set aside any assets to fund any benefits for any Triage Business Employee, (iii) loan that will or may result in any Triage Business material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of Xxxxxxx or any of its Subsidiaries. (f) To the Knowledge of Xxxxxxx, neither Xxxxxxx nor any of its Subsidiaries maintains or contributes to any Xxxxxxx Employee who is a “disqualified individual” receiving Plan which provides, or has any “excess parachute payment” (each liability to provide, life insurance, medical or other welfare benefits to any employee upon such term employee's retirement or termination of employment, except as defined in required by Section 280G 601 of ERISA and Section 4980B of the Code. (g) To the Knowledge of Xxxxxxx, there has been no amendment to, written interpretation or announcement (ivwhether or not written) limit to create, enter into, contribute to or restrict otherwise relating to any Xxxxxxx Employee Plan which would increase materially the right to amendexpense of maintaining such Xxxxxxx Employee Plans in the aggregate above the level of the expense incurred in respect thereof for the fiscal year ended December 31, terminate 2004. (h) To the Knowledge of Xxxxxxx, Xxxxxxx and each of its Subsidiaries is in substantial compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding. No work stoppage or transfer the assets labor strike against Xxxxxxx or any Affiliate of Xxxxxxx is pending, threatened or reasonably anticipated. Xxxxxxx does not know of any Seller Plan on activities or following proceedings of any labor union to organize any Xxxxxxx employees. There are no Actions pending, or, to the ClosingKnowledge of Xxxxxxx, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Xxxxxxx employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to Xxxxxxx. No Seller Plan provides for Neither Xxxxxxx nor any of its Subsidiaries has engaged in any unfair labor practices within the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A meaning of the CodeNational Labor Relations Act. Neither Xxxxxxx nor any of its Subsidiaries is presently, or otherwisehas it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Xxxxxxx employees and no collective bargaining agreement is being negotiated with respect to Xxxxxxx employees. Neither Xxxxxxx nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar Law which remains unsatisfied.

Employees and Employee Benefits. (a) Seller has made available Following the Effective Time, and for the shorter of the one (1) year period following the Effective Time or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to Purchaser a true and complete list setting forthprovide base salary to each such Assumed Employee no less than the base salary of such Assumed Employee immediately prior to the Effective Time (as set forth on Section 6.5(a) of the Company Disclosure Letter). In addition, Parent shall provide or shall cause the Surviving Corporation to provide to each Assumed Employee remaining employed with Parent, the Surviving Corporation or any of their Subsidiaries or respective Affiliates an annual bonus in respect of the calendar year which includes the Effective Time, payable on the scheduled annual bonus payment date in respect of such calendar year of Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, as applicable, in an amount no less than the annual bonus paid to such Assumed Employee by the Company or any of two its Subsidiaries in respect of calendar year 2009; provided that, in the case of any Assumed Employee who did not receive a bonus for calendar year 2009 by reason of not being an employee of the Company or any of its Subsidiaries or Affiliates at the time necessary in order to be eligible to receive such a bonus, such Assumed Employee’s bonus for the calendar year that includes the Effective Time shall be in an amount no less than the annual bonus paid to similarly situated Assumed Employees in respect of calendar year 2009. Further, following the Effective Time, and for the shorter of the one (21) Business Days before year period following the Effective or until the termination of employment of the applicable Assumed Employee with Parent, the Surviving Corporation or any of their respective Subsidiaries or Affiliates, Parent shall provide or shall cause the Surviving Corporation to provide, to all Assumed Employees, employee benefits that are no less favorable in the aggregate (other than de minimis deviations) than those in effect on the date hereof for such Assumed Employees under the Company Benefit Plans, excluding for this purpose, any base salary, short-term incentive compensation, bonus, equity, equity-related or sabbatical plan, program, policy, agreement or arrangement. Following the Effective Time, each Assumed Employee shall receive service credit to the extent credited under the Company Benefit Plans prior to the Effective Time for purposes of this Agreementdetermining eligibility to participate and vesting (but, except with respect to any vacation, severance, termination pay, savings or profit-sharing plan, not for any other purpose including benefit accrual or determination of levels of benefits purposes) for the same purposes under comparable employee benefit plans of Parent and the Surviving Corporation in which such employees participate following the Effective Time. Notwithstanding the foregoing, none of the provisions contained herein shall operate to require coverage of any Assumed Employee under any benefit plan of Parent or any Subsidiary thereof or to duplicate any benefit provided to, or service credited on behalf of, any Assumed Employee. Solely to the extent permitted under the applicable plan or contract of Parent or any applicable Subsidiary thereof in which Assumed Employees participate following the Effective Time, or as otherwise required under applicable Law, Parent and the Surviving Corporation will cause all (i) pre-existing condition exclusions for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature all Assumed Employees and their covered dependents as of the leave and expected return date), whether exempt from Closing to be waived to the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (extent that such exclusions were inapplicable under a comparable Company Benefit Plan as of the “Triage Business Employee List”), Effective Time and (ii) for waiting periods under each independent contractor plan that is an individual primarily engaged would otherwise be applicable to provide services newly hired employees to be waived to the Triage Businesssame extent waived or satisfied under the Company Benefit Plans as of the Effective Time. In addition, Parent and the Surviving Corporation will honor or cause to be honored any expenditures incurred by Assumed Employees and their covered dependents during the applicable plan year that includes the Effective Time which were included in satisfying the deductible, co-payment and out-of-pocket maximums under the Company Benefit Plans in which such contractor’s nameAssumed Employees participated immediately prior to the Effective Time in satisfying any deductibles, duties, date co-payments or out-of-pocket maximums under any plans of retention and rate of compensation (Parent or the “Triage Independent Contractor List”)Surviving Corporation in which they are eligible to participate after the Effective Time for the applicable plan year that includes the Effective Time. (b) Section 4.09(b) Nothing herein shall be deemed to be a guarantee of employment for any Assumed Employee or any other employee of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller Surviving Corporation or any of its Subsidiaries, or to restrict the right of the Surviving Corporation, Parent or any of their respective Subsidiaries is prohibited from making available to Purchaser terminate or cause to be terminated any employee at any time for any or no reason with or without notice. Notwithstanding the foregoing provisions of this Section 6.5, nothing contained herein, whether expressed or implied, (i) shall be treated as an amendment or other modification of any Company Benefit Plan or any Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement or the result establishment of applicable Law relating any employee benefit plan, program, policy or arrangement or (ii) shall limit the right of Parent or the Surviving Corporation or any of their respective Subsidiaries to amend, terminate or otherwise modify (or cause to be amended, terminated or otherwise modified) any Company Benefit Plan, Parent or Surviving Corporation plan or any other employee benefit plan, program, policy or arrangement following the Effective Time to the safeguarding extent otherwise allowed under the terms of data privacysuch plan, program, policy or arrangement. All provisions contained in this Section 6.5 are included for the sole benefit of Parent, Merger Sub, the Company, the Surviving Corporation and their respective successors and permitted assigns, and nothing herein, whether express or implied, shall create any third party beneficiary or other rights (i) in any other Person, including any Assumed Employee or any current employee or Former Employee or director or any participant in any employee benefit plan, program, policy, agreement or arrangement (or any dependent or beneficiary thereof) of Parent, the Company or the Surviving Corporation or any of their respective Subsidiaries, (ii) to continued employment with Parent, the most recent annual report on Form 5500 filed with Company, the IRS Surviving Corporation, or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation of their respective Subsidiaries or similar report, (iii) the most recent IRS determination to continued participation in any employee benefit plan, program or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehiclearrangement. (c) Each Seller Plan The Parties agree that from and following the Closing, neither Parent, the Company, the Surviving Corporation nor any of their respective Subsidiaries, including the Post-Restructuring Company Subsidiaries, shall, except as provided in the Transition Services Agreement and the Employee Matters Agreement, have any obligation or liability whatsoever with respect to any benefit or compensation plan, program, agreement or arrangement that is maintained, sponsored or contributed to by any of the Pipeline Subsidiaries or the Purchased Entities or under which the Pipeline Employees are or could be entitled to benefits or compensation. (d) Effective as of immediately prior to and contingent upon the occurrence of the Closing, each of the Company and the Post-Restructuring Company Subsidiaries shall terminate any and all Company Benefit Plans of the Company and the Post-Restructuring Company Subsidiaries intended to be “qualified” within the meaning of Section qualify under section 401(a) of the Code has received (each a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller “Qualified Retirement Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d”) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits unless (i) required Parent provides written notice to the Company that any such Qualified Retirement Plan shall not be provided under Part 6 terminated or (ii) such Qualified Retirement Plan is transferred to one of Title I the Pipeline Subsidiaries prior to the Effective Time. Unless Parent provides such written notice to the Company prior to the Closing, the Company shall provide Parent with evidence that such Qualified Retirement Plan(s) have been or will be terminated effective as of ERISA immediately prior to and contingent upon the occurrence of the Closing, pursuant to resolutions of the board of directors of the Company or the Post-Restructuring Company Subsidiaries, as the case may be. Parent shall take all steps necessary to permit each Assumed Employee who has received an eligible rollover distribution (as defined in Section 4980(B)(f402(c)(4) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller from each Qualified Retirement Plan, (ii) cause Seller or any of its Subsidiaries if any, to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each roll such term eligible rollover distribution as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets part of any Seller lump sum distribution to the extent permitted by each Qualified Retirement Plan on or following into an account under a qualified retirement plan maintained by Parent (“Parent’s Qualified Retirement Plan”), to the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwiseextent permitted by Parent’s Qualified Retirement Plan.

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forthBuyer shall, as or shall cause an Affiliate of two (2) Business Days before the date of this AgreementBuyer to, offer employment (i) for effective as of the Effective Time, to each Triage Business Employee, Employee whose name is set forth in Section 8.05(a)(i) of the Disclosure Schedules (the Employees who accept such employee’s name, title, hire date, location, whether full- or part-time, whether active or employment and commence employment on leave (and, if on leavethe Effective Time, the nature "Transferred Employees"). In the event any Transferred Employee is entitled to commission under a Contract that is a SpinCo Asset or a SpinCo Liability (or subject to Section 8.21)) (regardless of the leave and expected return datewhether such Contract was entered into before or after Closing), whether exempt from Buyer shall be responsible for paying such commission to the Fair Labor Standards Act, annual salary extent it relates to the Business; provided that such commissions will be reflected on the Preliminary Settlement Statement as a Specified Liability. In the event an Employee of Seller who is not a Transferred Employee is entitled to commission under a Contract that is a SpinCo Asset or wage rate, most recent annual bonus received and current annual bonus opportunity a SpinCo Liability (the “Triage Business Employee List”or subject to Section 8.21), and (ii) for each independent contractor that is an individual primarily engaged to provide services such commission relates to the Triage Business, Buyer shall reimburse Seller for such contractor’s namecommission. For the avoidance of doubt, duties, date Seller shall be responsible for any commissions due and payable to Transferred Employees relating to any business of retention and rate of compensation (Seller other than the “Triage Independent Contractor List”)Business. (b) Except as set forth in Section 4.09(b8.05(b) of the Disclosure Schedules, during the period commencing on the Closing Date and ending on the date which is six (6) months after such date (or if earlier, the date of the Transferred Employee's termination of employment with Buyer or an Affiliate of Buyer), Buyer shall, or shall cause an Affiliate of Buyer to, provide each Transferred Employee with: (i) base salary or hourly wages which are no less than the base salary or hourly wages provided by Seller Disclosure Letter sets forth a true immediately prior to the Closing; (ii) target bonus opportunities consistent with Buyer's annual and complete listlong term bonus programs; (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by Buyer to its employees; and (iv) severance benefits that are no less favorable than the practice, plan or policy of Buyer. (c) With respect to any employee benefit plan maintained by Buyer or an Affiliate of Buyer (collectively, "Buyer Benefit Plans") for the benefit of any Transferred Employee, effective as of the date Closing, as applicable, Buyer shall, or shall cause its Affiliate to, recognize all service of the Transferred Employees with Seller, as if such service were with Buyer, for vesting, eligibility and accrual purposes; provided, however, such service shall not be recognized to the extent that (x) such recognition would result in a duplication of benefits or (y) such service was not recognized under the corresponding Benefit Plan. (d) Effective as of Closing, as applicable, and thereafter, Buyer shall use commercially reasonable efforts to waive any eligibility waiting periods and evidence of insurability requirements under any health plan of Buyer or an Affiliate of Buyer extended to Transferred Employees and their eligible dependents, and shall use commercially reasonable efforts to fully credit each Transferred Employee with all deductible payments, co-payments and other out-of-pocket expenses paid by such Employee under the health benefit plans of Seller prior to the Closing with respect to the plan year in which the Closing occurs for purposes of determining the extent to which any such Employee and his dependents have satisfied his, her or their deductible and/or reached an out of pocket maximum under any health benefit plan of Buyer (or Affiliate of Buyer) extended to Transferred Employees after the Closing. (e) Effective as of the Closing, the Transferred Employees shall cease active participation in the Benefit Plans. Seller shall remain liable for all eligible claims for benefits under the Benefit Plans that are incurred by the Employees prior to the Effective Time. For purposes of this Agreement, of each material Seller Plan. With respect the following claims shall be deemed to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of be incurred as follows: (i) life, accidental death and dismemberment, short-term disability, and workers' compensation insurance benefits, on the event giving rise to such benefits; (ii) medical, vision, dental, and prescription drug benefits, on the date the applicable services, materials or supplies were provided; and (iii) long-term disability benefits, on the eligibility date determined by the long-term disability insurance carrier for the plan document in which the applicable Employee participates. (f) Buyer and Seller intend that the transactions contemplated by this Agreement should not result in a payment of severance, change of control or a written description thereof other similar benefits (orcollectively, if appropriate"Specified Benefits") under Seller's plan or policy or any other agreement or arrangement with respect to any Transferred Employee, a form thereof)and, accordingly, Seller shall, prior to Closing, take all actions necessary or advisable to amend its Specified Benefits policies or plans or any other agreement or arrangement to so provide. Seller shall be liable and hold Buyer harmless for any statutory, common law, contractual or other Specified Benefits-related Liability and other similar obligations with respect to any Employee, including any amendments theretoTransferred Employee, if any such Liability or other than similar obligation arises from a contractual or legal obligation of Seller to such Transferred Employee. Buyer shall be liable and hold Seller harmless for any document that claims relating to the employment of any Transferred Employee by Buyer arising after the Effective Time; provided, however, nothing in this Agreement shall limit or mitigate Seller's Liability and obligations under the preceding sentences of this Section 8.05(f). (g) Seller shall not commit or permit any act or omission which would directly or indirectly give rise to any Liability or other obligation on the part of Buyer or any of its Affiliates (or any group health plan relating to Buyer or any of its Affiliates) as or in relation to a "successor employer" (x) under Code Section 4980B or Sections 601-608 of ERISA or other applicable Law in connection with the transactions contemplated by this Agreement or any group health plan relating to Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacyAffiliates, or (iiy) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed in connection with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleBenefit Plan. (ch) Each Seller Plan intended This Section 8.05 shall be binding upon and inure solely to be “qualified” within the meaning benefit of Section 401(a) each of the Code has received a favorable determination letter from the IRS or is entitled parties to rely upon a favorable opinion issued by the IRSthis Agreement, and there are no existing circumstances nothing in this Section 8.05, express or implied, shall confer upon any events that have occurred that could reasonably be expected to cause the loss other Person any rights or remedies of any such qualification status nature whatsoever under or by reason of this Section 8.05. Nothing contained herein, express or implied, shall be construed to establish, amend or modify any such Seller Planbenefit plan, except where such loss of qualification status would program, agreement or arrangement. The parties hereto acknowledge and agree that the terms set forth in this Section 8.05 shall not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage create any right in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, any Transferred Employee or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due Person to any Triage Business Employee under any Seller Plan, (ii) cause Seller continued employment with Buyer or any of its Subsidiaries to transfer Affiliates or set aside any assets to fund any compensation or benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on nature or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisekind whatsoever.

Employees and Employee Benefits. (a) Seller has made available to Purchaser a true and complete list setting forth, Schedule 4.15(a) sets forth as of the date hereof the identity of each individual employed by the Seller who provides services primarily with respect to the Business as of the date hereof, including those individuals who are temporarily absent from active employment or who have rights to return to employment under the Seller’s policies and/or Law (such employees (excluding any such employees who resign or are terminated in accordance with the terms of this Agreement after the date hereof) together with any employees hired by the Seller after the date hereof and on or prior to the Closing Date who provide services primarily with the respect to the Business, the “Business Employees”), showing for each Business Employee, the information set forth on such Schedule 4.15(a). Except as set forth on Schedule 4.15(a): (x) each Business Employee is employed “at will” and (y) within the last two (2) years, the Seller has timely paid in full to all Business Days before Employees all compensation due to such Business Employees when due, including overtime compensation. The Personal Data provided pursuant to the Data Transfer Agreement shall be in accordance with and shall accurately reflect the information contained in the books and records which the Seller maintains with respect to the individuals as to whom such data pertains as of the date such information is provided. (b) Schedule 4.15(b) contains a list of this Agreementall independent contractors of the Seller currently engaged in the Business, and with respect to each such contractor, the information set forth on such Schedule 4.15(b). All independent contractors of the Seller engaged in the Business during the last three (3) years are, and have been, bona fide independent contractors and not employees of the Seller during their respective terms as independent contractors. (c) With respect to the Business: (i) for each Triage Business Employeethere are no collective bargaining agreements to which the Seller is a party or to which the Seller has been a party at any time; (ii) there have been no unfair labor practice charges, such employee’s namestrikes, titlework stoppages, hire dateslowdowns, locationlockouts, whether full- material grievances or part-timearbitrations, whether active picketings or on leave (and, if on leave, the nature other similar activities relating to labor matters of the leave Business, nor are any such material disputes pending or to the Seller’s Knowledge, threatened that involve any of the Business Employees; and expected return date(iii) Business Employees are not currently represented by any labor union, labor organization or works council. (d) With respect to the Business Employees, no labor union, labor organization, works council, or group of employees of the Seller has made a pending demand for recognition or certification, and there are no representation or certification Actions or petitions seeking a representation Action presently pending or to the Seller’s Knowledge, threatened to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority. Except as set forth on Schedule 4.15(d), whether exempt from to the Fair Labor Standards ActSeller’s Knowledge, annual salary or wage rate, most recent annual bonus received there are no labor union organizing activities with respect to any of the Business Employees. (e) With respect to the Business Employees and current annual bonus opportunity all former employees of the Seller who provided services primarily with respect to the Business in the last three (3) years (the “Triage Former Business Employee ListEmployees”)): (i) the Seller has been in compliance in all material respects with all applicable Laws relating to employment and employment practices, and (ii) for there are no current or pending material claims or actions from any Business Employee or Former Business Employee relating to any employment practices or terms and conditions of employment. (f) The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement or any other labor-related agreement, in each independent contractor that is case, pertaining to any Business Employee. (g) Neither the Seller nor any of its Affiliates have caused any employee of the Seller to incur an individual primarily engaged to provide services “employment loss” (as defined by the WARN Act) within the 90-day period prior to the Triage Businessdate hereof at an employment site at which any Business Employee is employed. (h) Schedule 4.15(h) lists each (i) Employee Benefit Plan (ii) deferred compensation, such contractor’s name, duties, date of retention and rate of incentive compensation (whether cash, equity or equity-based), bonus, severance, holiday, paid-time off or other salary replacement, retention, or change in control benefits, life, disability, or accident benefits, tuition or adoption assistance benefits, (iii) material fringe benefit plan and (iv) other material benefit or compensation plan, program, arrangement or agreement, in each case, that the Seller or any of its Affiliates maintains as of the date hereof with respect to the Business Employees or to which the Seller or any of its Affiliates contributes with respect to the Business Employees or their dependents (each a “Triage Independent Contractor ListSeller Employee Benefit Plan”). (bi) No liability under Title IV of ERISA has been incurred by the Seller or any ERISA Affiliate that has not been satisfied in full with respect to which the Buyer or any of its Affiliates could have any liability following the Closing. There are no pending or, to the Seller’s Knowledge, threatened claims (other than routine claims for benefits in accordance with the terms of the applicable Seller Employee Benefit Plan) by, on behalf of or against any Seller Employee Benefit Plan involving any current or former employees of the Business and no facts or circumstances exist that would give rise to any such claims by, on behalf of or against any Acquired Benefit Plan, or a fiduciary of any Acquired Benefit Plan. No matters are currently pending with respect to the GSA Retirement Plan under the Employee Plans Compliance Resolution System maintained by the IRS or any similar program maintained by any other Governmental Entity. Neither the Seller nor any ERISA Affiliate has engaged in, nor has Knowledge that any other fiduciary has engaged in, any breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) with respect to an Acquired Benefit Plan. Neither the Seller nor any ERISA Affiliate has engaged in, nor has Knowledge that that any other “party-in-interest” has engaged in, any non-exempt “prohibited transaction,” within the meaning of Section 4.09(b4975 of the Code or Section 406 of ERISA, has occurred with respect to an Acquired Benefit Plan. All contributions that are due to an Acquired Benefit Plan have been made within the time periods prescribed by ERISA and the Code to each such Acquired Benefit Plan. Prior to the Closing, the Seller shall have made all contributions required to be made to or with respect to each Acquired Benefit Plan as of the Closing and paid or accrued on Net Working Capital or included as Indebtedness all liabilities on account of any Acquired Benefit Plan in existence on or prior to the Closing Date. As of the Closing, there is no liability related to the Acquired Benefit Plans other than benefits provided for pursuant to the written terms of the Acquired Benefit Plans and applicable administrative expenses of those Acquired Benefit Plans. Each Acquired Benefit Plan can be amended, terminated or otherwise discontinued after the Closing Date in accordance with its terms, with no more than thirty (30) days advance notice without liability to the Buyer (except for benefits protected under Section 411(d) of the Seller Disclosure Letter sets forth Code or Section 204(g) of ERISA and other than ordinary administration expenses typically incurred in a true and complete list, as termination event). None of the date of this AgreementAcquired Benefit Plans will be subject to any surrender fees, of each material Seller Plan. With respect to each material Seller Planmarket value adjustment, deferred sales charges, commissions, or other fees or charges upon termination other than the normal and reasonable administrative fees associated with their amendment, transfer or termination. (j) The Seller has made available (or will do so prior to Purchaser true and complete copies (the Closing), to the extent applicable, true, correct and complete copies of each Seller Employee Benefit Plan, including all amendments thereto, or summaries of any Seller Employee Benefit Plan and with respect to each, the most recent IRS determination letter or other governmental determination that such Seller Employee Benefit Plan is tax-qualified in the applicable jurisdiction. The Seller has provided (or will do so within ten (10) of Business Days after the date hereof), to the extent applicable, with respect to each Acquired Benefit Plan, (i) all documents constituting each Acquired Benefit Plan to the plan document or extent currently effective, including all amendments thereto and all related trust documents (and if such Acquired Benefit Plan is unwritten, a written description thereof (or, if appropriate, a form of the terms thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the three most recent annual report on reports (Form 5500 filed with and all schedules and financial statements attached thereto), if any, required under ERISA or the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar reportCode, (iii) the most recent IRS determination or opinion letter received by Sellersummary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA, and (iv) all trust agreements and similar instruments with respect to each funded Acquired Benefit Plan, (v) copies of all compliance testing reports for the most recent summary plan descriptionlast three (3) years, and (vvi) each all material written service provider Contracts and group insurance policies to the extent currently effective, and (vii) any investment management agreements, administrative services contracts or group annuity contract or other funding vehiclesimilar agreements that are in effect as of the date hereof relating to the ongoing administration and investment of any Acquired Benefit Plan. (ck) Each Seller Employee Benefit Plan (and each underlying trust, policy or fund of an Acquired Benefit Plan) has been maintained, operated and administered in all material respects in compliance with its terms and the applicable provisions of ERISA, the Code and other Law. No event has occurred, nor do any circumstances exist, that could reasonably be expected to result in any Liability to Seller or Buyer under any Laws with respect to a Seller Employee Benefit Plan. There are no pending or, to the Seller’s Knowledge, threatened audits or investigations by any Governmental Entity involving or affecting any current or former employee of the Business under a Seller Employee Benefit Plan. No Acquired Employee is or reasonably could be expected to be subject to an excise tax under Section 4999 or Section 409A. The Seller and its ERISA Affiliates have complied in all material respects with the provisions of COBRA and, with respect to each Acquired Benefit Plan, with the requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder to the extent applicable to such plan. No Acquired Benefit Plan that is an “employee welfare benefit plan” (as such term is defined under Section 3(1) of ERISA) has provided any “disqualified benefit” (as such term is defined in Section 4976(b) of the Code) with respect to which an excise tax could be imposed under Section 4976 of the Code. The Fringe Benefit Trust for Service Contract Act Employees of General Dynamics Information Technology has complied with the Code and the applicable Treasury regulations (including, but not limited to the inurement proscription), has accurately and timely filed any required government filings, and has not incurred any unrelated business income tax. (l) No Seller Benefit Plan is a “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA. Following the Closing, the Buyer will have no Liability (contingent or otherwise) or the imposition of any liability with respect to any multiemployer plan as a result of the transactions contemplated herein. Except as set forth on Schedule 4.15(l), none of the Seller Employee Benefit Plans provide for post-employment life or healthcare coverage for any Business Employee or any beneficiary of a Business Employee other than as required by Law. (m) Each Seller Employee Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable IRS determination letter from or an IRS prototype opinion letter upon which the IRS or sponsor is entitled to rely upon a favorable opinion issued by with respect to its qualified status under the IRS, Code and there are no existing circumstances or any events that have occurred that fact exists which could reasonably be expected to cause adversely affect the loss of any such qualification qualified status of any such Seller Plan, except where such loss Employee Benefit Plan or the exempt status of qualification status would not reasonably be expected to be material to the Triage Businessrelated trusts. (dn) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of healthExcept as set forth on Schedule 4.15(n), life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither neither the execution of this Agreement nor the consummation of the Transactions will, either alone transactions contemplated hereby will result in or in combination with another event, is a precondition to (i) accelerate any Business Employee becoming entitled to severance pay, gratuity payments or any similar payments or benefits, (ii) the acceleration of the time of payment or vesting, or materially an increase in the amount amount, of any compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G the renewal or extension of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets term of any Seller Employee Benefit Plan on regarding the compensation or following the Closing. No benefits of any Business Employee. (o) Seller maintains no Seller Employee Benefit Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A subject to Laws outside of the CodeU.S., referred to herein as an “International Employee Plan.” No current or otherwiseformer employee of the Business is entitled to participate in any International Employee Plan (excluding any plans or programs required to be provided by Law), which is a defined benefit pension plan, final salary plan or any death, disability or retirement benefit calculated by reference to age, salary or length of service.

Employees and Employee Benefits. (a) Seller has Schedule 3.9(a) lists all material employee benefit plans (as defined in Section 3(3) of ERISA), all material bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, paid time off, retiree medical or life insurance, supplemental retirement, severance and other benefit plans, programs or arrangements, and all material employment, termination, change in control, retention, severance or other similar material contracts or agreements, whether or not subject to ERISA (but not including any benefit plan administered, sponsored or maintained by any Governmental Entity) (i) which are maintained, contributed to or sponsored by the Sellers or any of their Affiliates for the benefit of any Business Employee (the “Parent Plans”), (ii) with respect to which the Sellers or any of their Affiliates have any material obligation to any Business Employee, or (iii) which are maintained, contributed to or sponsored by the Purchased Entities (the “Purchased Entity Plans”) (collectively, the “Employee Plans”). The Sellers have made available to Purchaser Buyer a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, copy of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true Employee Plan (and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereofany amendments thereto), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (ivif applicable) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicledescriptions thereof. (cb) Each Seller Employee Plan that is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code has timely received a favorable determination letter from the IRS that the Employee Plan is so qualified and each trust established in connection with any Employee Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and, to the Knowledge of the Sellers, no event or is entitled circumstance has occurred since the date of such determination letter or letters from the IRS that would adversely affect the qualified status of any such Employee Plan or the exempt status of any such trust. (c) Each of the Purchased Entity Plans, the Transferring Pension Plans and the Seller 401(k) Plan have been maintained and administered in accordance with its terms and in compliance in all material respects with all applicable Laws, except as set forth on Schedule 3.9(c). All material contributions required to rely upon a favorable opinion issued be made by the IRS, and there are no existing circumstances Parent or any events of its Affiliates to any Purchased Entity Plan prior to the Closing Date have been made or are properly accrued on the financial statements of the employer maintaining such plan. (d) Except as set forth on Schedule 3.9(d), there is no pending or, to the Knowledge of the Sellers, threatened legal action, investigation, audit, suit or claim relating to the Transferring Pension Plans (other than routine claims for benefits), that have occurred that could would reasonably be expected to cause be material to the loss Business taken as a whole. (e) No Employee Plan is a multiemployer plan (within the meaning of any such qualification status Section 3(37) of any such Seller Plan, except where such loss of qualification status ERISA). Except as set forth on Schedule 3.9(e) or as otherwise would not reasonably be expected to be material to the Triage Business taken as a whole, (i) no Purchased Entity Plan provides health or other welfare benefits to former employees of the Business other than as required by COBRA, and (ii) during the past six years, neither the Parent nor any of its Affiliates have made contributions to or been obligated to make contributions to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a plan that is subject to Title IV of ERISA with respect to any current or former employees of the Business. (df) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 To the Knowledge of the Code. No Seller Plan provides benefits or coverage Sellers and in the nature Sellers’ good faith, Schedule 3.9(f) contains a list, as of healththe date hereof, life or disability insurance or similar benefits of the Business Employees, and includes the following retirement or other termination information pertaining to each such Business Employee: (i) employee identification number, (ii) job title and function, (iii) business unit, (iv) current employer, (v) location of employment, other than coverage (vi) hire date, (vii) date of birth, (viii) base compensation and bonus opportunity, (ix) status as exempt or benefits non-exempt, if applicable, (ix) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(fstatus as full-time, part-time and/or temporary, (xi) of the Codebase compensation paid for prior calendar year, or any other applicable Law, or and (iixii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)accrued and unused paid-time off and sick leave. (eg) Neither Except as set forth on Schedule 3.9(g), neither the execution of this Agreement or the Ancillary Agreements, nor the consummation or performance of any of the Transactions will, contemplated hereby will (either alone immediately or in combination with another event, the passage of time or continued employment) (i) accelerate result in any material payment (including severance, unemployment compensation, golden parachute or otherwise) becoming due to any Business Employee, (ii) materially increase the amount of benefits payable to any Business Employee under any Employee Plan, or (iii) result in the acceleration of the time of payment or vesting, or materially increase the amount vesting of compensation due any such benefits to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” material extent (each such term material payment, material increase or material acceleration is referred to as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwisea “Transaction Bonus Agreement”).

Employees and Employee Benefits. (a) Seller has made available No NWMI Acquired Company is a party to, sponsors, maintains or contributes to, or is required to Purchaser contribute to, in each case in respect of any present or former employees, managers, officers, consultants, or independent contractors of a true and complete list setting forth, as of two (2) Business Days before the date of this AgreementNWMI Acquired Company, (i) any material “employee benefit plan,” as defined in Section 3(3) of ERISA, (ii) any other material severance pay, salary continuation, bonus, incentive, stock option, stock bonus, retirement, pension, profit sharing or deferred compensation plan, contract, program, fund, or arrangement of any kind, or (iii) any other employment or consulting Contract or material employee benefit plan, program, fund, or arrangement (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and/or any trust, escrow, or similar agreement related thereto, whether or not funded, except for the arrangements listed on Schedule 4.9(a), which are referred to in this Agreement as the “NWMI Compensation Arrangements.” The NWMI Sellers have made available to Holdco, for each Triage Business EmployeeNWMI Compensation Arrangement, such employee’s nametrue and complete copies of (A) all current plan documents, titleor, hire datein the case of an unwritten NWMI Compensation Arrangement, locationa written description thereof, whether full- or part-time, whether active or on leave (and, B) the most recent determination letter from the IRS (if on leave, the nature of the leave and expected return dateapplicable), whether exempt from the Fair Labor Standards Act(C) all current summary plan descriptions, summaries of material modifications, annual salary or wage ratereports, most recent and summary annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”)reports, and (iiD) for each independent contractor that is an individual primarily engaged to provide services all current trust agreements, insurance contracts, and other documents relating to the Triage Business, such contractor’s name, duties, date funding or payment of retention and rate of compensation (the “Triage Independent Contractor List”)benefits under any NWMI Compensation Arrangements. (b) Each NWMI Compensation Arrangement has been maintained, operated, and administered in material compliance with its terms and any related documents or agreements and in material compliance with all applicable Laws. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 4.09(b3(21) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With ERISA) by ERISA with respect to each the NWMI Compensation Arrangements that could result in any material Seller Plan, Seller has made available to Purchaser true and complete copies (to Liability or excise Tax under ERISA or the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including Code being imposed on any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleNWMI Acquired Company. (c) Each Seller Plan intended No NWMI Acquired Company nor any ERISA Affiliate currently has, and at no time in the past has had, an obligation to be contribute to, and no NWMI Compensation Arrangement is, a “qualifieddefined benefit plan” within as defined in Section 3(35) of ERISA, a pension plan subject to the meaning funding standards of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits , a “multiemployer plan” as defined in Section 3(37) ERISA or coverage in Section 414(f) of the nature Code or a “multiple employer plan” within the meaning of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (iSection 210(a) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f413(c) of the Code. (d) The execution and performance of this Agreement and the consummation of the Transactions, whether alone or in connection with any other applicable Lawsubsequent event(s), will not (i) constitute a stated triggering event under any NWMI Compensation Arrangement that will result in any payment becoming due or benefit, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee due, under any Seller PlanNWMI Compensation Arrangement. (e) No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the Transactions by any employee, (ii) cause Seller officer or director of any NWMI Acquired Company or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee Affiliates who is a “disqualified individual” receiving (as such term is defined in Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or NWMI Compensation Arrangement currently in effect would be characterized as an “excess parachute payment” (each as such term as is defined in Section 280G 280G(b)(1) of the Code). (f) No NWMI Compensation Arrangement provides any individual with an indemnification, “gross up” or (iv) limit or restrict the right to amend, terminate or transfer the assets similar payment in respect of any Seller Plan on Taxes that may become payable under Section 409A or following Section 4999 of the ClosingCode. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or With respect to each NWMI Compensation Arrangement that is subject to Section 409A of the Code, (i) the written terms thereof have at all times since January 1, 2009 been in material compliance with Section 409A of the Code, and (ii) it has, at all times while subject to Section 409A of the Code, been operated in material compliance with Section 409A of the Code. (g) The IRS has issued a favorable determination or otherwiseopinion letter with respect to each NWMI Compensation Arrangement that is intended to be qualified under Section 401(a) of the Code, and each such NWMI Compensation Arrangement is so qualified, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code, and nothing has occurred since the date of any favorable determination or opinion letter or such determination that could reasonably be expected to give the IRS grounds to revoke such determination. (h) There is no pending or, to the Knowledge of the NWMI Sellers, threatened assessment, complaint, proceeding, or investigation of any kind in any court or Government Entity with respect to any NWMI Compensation Arrangement (other than routine claims for benefits), nor, to the Knowledge of the NWMI Sellers, is there any basis for one. (i) All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable under, and (iii) contributions, transfers, or payments required to be made to, any NWMI Compensation Arrangement prior to the Closing Date will have been timely paid, made or accrued on or before the Closing Date. (j) With respect to any insurance policy providing funding for benefits under any NWMI Compensation Arrangement, there is no Liability of any NWMI Acquired Company in the nature of a retroactive rate adjustment, loss sharing arrangement, or other actual or contingent Liability, nor would there be any such Liability if such insurance policy was terminated on the date hereof. (k) No NWMI Compensation Arrangement provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (i) continuation coverage as required by Section 4980(B) of the Code or by applicable state insurance Laws or (ii) death or retirement benefits under any NWMI Compensation Arrangement that is intended to be qualified under Section 401(a) of the Code. (l) The NWMI Acquired Companies have not agreed or committed to institute any plan, program, arrangement or agreement for the benefit of employees or former employees of the NWMI Acquired Companies other than the NWMI Compensation Arrangements, or to make any amendments to any of the NWMI Compensation Arrangements. (m) Each NWMI Acquired Company has reserved all rights necessary to amend or terminate each of the NWMI Compensation Arrangements without the consent of any other Person, except as could not reasonably be expected to result in material Liability to a NWMI Acquired Company or as set forth in Schedule 4.9(m).

Employees and Employee Benefits. (a) Seller Xxxxxxx has made available to Purchaser a true Cardiac each material "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), each material employment, severance or similar contract, plan, arrangement or policy and complete list setting fortheach other material plan or arrangement providing for compensation, as bonuses, profit-sharing, stock option or other stock related rights or other forms of two incentive or deferred compensation or insurance coverage (2including any self-insured arrangements and, if applicable, related trust agreements), all amendments thereto and the most recent written summary descriptions thereof, together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) Business Days before the date of this Agreementprepared in connection with any such plan, (i) for each Triage Business Employeewhich is maintained, such employee’s name, title, hire date, location, whether full- administered or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged contributed to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller by Xxxxxxx or any of its Subsidiaries is prohibited from making available to Purchaser as the result and covers any employee or former employee of applicable Law relating to the safeguarding Xxxxxxx or any of data privacyits Subsidiaries, or (ii) with respect to which Xxxxxxx or any of its Subsidiaries has or could have any material liability or expense. Such plans are referred to collectively herein as the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicle"Xxxxxxx Employee Plans." (cb) Each Seller Xxxxxxx Employee Plan which is intended to be “qualified” within the meaning of qualified under Section 401(a) of the Code is so qualified and (i) has received a an unrevoked favorable determination letter from the IRS with respect to such Xxxxxxx Employee Plan's qualified status under the Code, as amended by the Tax Reform Act of 1986 and all subsequent legislation through what is commonly referred to as "GUST," (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS pronouncements in which to request, and make any amendments necessary to obtain, such a letter from the IRS, or (iii) is entitled entitled, under IRS Announcement 2001-77, to rely upon a on the favorable opinion or advisory letter issued by the IRSIRS to the prototype or volume submitter plan sponsor of such Xxxxxxx Employee Plan. Nothing has occurred, and there are no existing circumstances or any events that have occurred is reasonably expected by Xxxxxxx that could reasonably be expected to cause adversely affect the loss qualification or exemption of any such qualification status Xxxxxxx Employee Plan. Xxxxxxx will make available upon request to Cardiac copies of the most recent IRS determination letters with respect to each such Xxxxxxx Employee Plan. Each Xxxxxxx Employee Plan has been administered in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Code, which are applicable to such Seller Xxxxxxx Employee Plan except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect. Xxxxxxx, each of its Subsidiaries and all other Persons (including, without limitation, all fiduciaries) have, at all times and in all material respects, properly performed all of their duties and obligations (whether arising by operation of law or by contract) under or with respect to such Xxxxxxx Employee Plan, except where such loss of qualification status would not reasonably be expected including, without limitation, all reporting, disclosure and notification obligations. All contributions, premiums and other payments due or required to be material paid to (or with respect to) each Xxxxxxx Employee Plan have been timely paid, or, if not yet due, have been properly accrued on the Triage BusinessXxxxxxx Financial Statements. (dc) No Seller Plan Neither Xxxxxxx nor any of its Subsidiaries sponsors, maintains or contributes to, and has never sponsored, maintained or contributed to (or been obligated to sponsor, maintain or contribute to), (i) a "multiemployer plan," as defined in Section 3(37) or Section 4001(a)(3) of ERISA, (ii) a multiple employer plan within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, (iii) an employee benefit plan, fund, program, contract or arrangement that is subject to Section 302 or of ERISA, Title IV of ERISA or Section 412 of the Code, or (iv) a "multiple employer welfare arrangement," as defined in Section 3(40) of ERISA. (d) There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Xxxxxxx, threatened with respect to (or against the assets of) any Xxxxxxx Employee Plan except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect, nor, to the Knowledge of the Xxxxxxx, is there a basis for any such action, suit or claim. No Seller Xxxxxxx Employee Plan provides benefits is currently under investigation, audit or coverage in review, directly or indirectly, by the nature IRS, the U.S. Department of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, Labor or any other applicable Lawgovernmental entity or agency except as would not be reasonably likely to have a Xxxxxxx Material Adverse Effect, and, to the Knowledge of the Xxxxxxx, no such action is contemplated or (ii) the full cost of which is borne under consideration by the employee or former employee (IRS, the U.S. Department of Labor or any of their beneficiaries)other Governmental Entity. (e) Neither The execution of, and performance of the execution of transactions contemplated in, this Agreement nor the consummation of the Transactions will, will not (either alone or in combination with another event, (iupon the occurrence of any additional or subsequent events) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee constitute an event under any Seller Xxxxxxx Employee Plan, (ii) cause Seller employment or severance agreement to which Xxxxxxx or any of its Subsidiaries to transfer is a party, trust or set aside any assets to fund any benefits for any Triage Business Employee, (iii) loan that will or may result in any Triage Business material payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any current or former employee, executive or director of Xxxxxxx or any of its Subsidiaries. (f) To the Knowledge of Xxxxxxx, neither Xxxxxxx nor any of its Subsidiaries maintains or contributes to any Xxxxxxx Employee who is a “disqualified individual” receiving Plan which provides, or has any “excess parachute payment” (each liability to provide, life insurance, medical or other welfare benefits to any employee upon such term employee's retirement or termination of employment, except as defined in required by Section 280G 601 of ERISA and Section 4980B of the Code. (g) To the Knowledge of Xxxxxxx, there has been no amendment to, written interpretation or announcement (ivwhether or not written) limit to create, enter into, contribute to or restrict otherwise relating to any Xxxxxxx Employee Plan which would increase materially the right to amendexpense of maintaining such Xxxxxxx Employee Plans in the aggregate above the level of the expense incurred in respect thereof for the fiscal year ended December 31, terminate 2004. (h) To the Knowledge of Xxxxxxx, Xxxxxxx and each of its Subsidiaries is in substantial compliance with all applicable Laws respecting employment, employment practices, terms and conditions of employment, wages, hours and withholding. No work stoppage or transfer the assets labor strike against Xxxxxxx or any Affiliate of Xxxxxxx is pending, threatened or reasonably anticipated. Xxxxxxx does not know of any Seller Plan on activities or following proceedings of any labor union to organize any Xxxxxxx employees. There are no Actions pending, or, to the ClosingKnowledge of Xxxxxxx, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any Xxxxxxx employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any material liability to Xxxxxxx. No Seller Plan provides for Neither Xxxxxxx nor any of its Subsidiaries has engaged in any unfair labor practices within the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A meaning of the CodeNational Labor Relations Act. Neither Xxxxxxx nor any of its Subsidiaries is presently, or otherwisehas it been in the past, a party to, or bound by, any collective bargaining agreement or union contract with respect to Xxxxxxx employees and no collective bargaining agreement is being negotiated with respect to Xxxxxxx employees. Neither Xxxxxxx nor any of its Subsidiaries has incurred any material liability or material obligation under the Worker Adjustment and Retraining Notification Act or any similar Law which remains unsatisfied.

Employees and Employee Benefits. (a) Seller Parent has made available provided RMT Partner a summary, in reasonable detail, of (i) all bonus, vacation, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option, incentive, severance or change-in-control plans or other similar agreements, (ii) all employment agreements, (iii) all medical, dental, disability, health and life insurance plans, and (iv) all other employee benefit and fringe benefit plans, in the case of each of (i) through (iv) maintained or contributed to Purchaser by Parent or any of its Subsidiaries for the benefit of any of the employees of the Coffee Business or their beneficiaries and pursuant to which RMT Partner or any of its Subsidiaries may have any liability for any employees of the Coffee Business subsequent to the Effective Time (collectively, the “Compensation And Benefit Plans”). Section 3.10(a)(i) of the Parent Disclosure Letter sets forth (i) a list of Compensation And Benefit Plans or any other compensation or benefit plans, agreements or arrangements that were contemplated to be sponsored or maintained by Folgers and (ii) Compensation And Benefit Plans or any other compensation or benefit plans, agreements or arrangements which will be sponsored or maintained by Folgers or pursuant to which RMT Partner or any of its Subsidiaries may have any liabilities subsequent to the Effective Time as set forth on Section 3.10(a)(ii) of the Parent Disclosure Letter (collectively, the “Coffee Business Compensation And Benefit Plans”). (b) Parent has provided RMT Partner access to true and complete list setting forthcorrect copies of all Coffee Business Compensation And Benefit Plans memorialized in writing as of the date hereof, including all amendments thereto, and, with respect to each such Coffee Business Compensation And Benefit Plans, as applicable, the trust documents, determination, opinion and notification letters issued by the Internal Revenue Service, most recent annual valuation reports, summary plan descriptions, employee booklets, most recent nondiscrimination tests, most recent annual reports (Form 5500), COBRA forms and notices, correspondence or inquiries by the Internal Revenue Service, the Department of two Labor or the Pension Benefit Guaranty Corporation, written contracts, including administrative service agreements, group annuity contracts and group insurance contracts. (2c) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Coffee Business Days before MAE, each Coffee Business Compensation And Benefit Plan has been and is being administered in accordance with the terms thereof and all applicable Law. Each Coffee Business Compensation And Benefit Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (each such plan, a “Coffee Business Pension Plan”) and is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service, and to the Knowledge of Parent, there are no circumstances which are reasonably likely to result in the revocation or denial of any such favorable determination letter. (d) Neither the execution or delivery of this Agreement nor the consummation of any of the transactions contemplated by this Agreement will, either alone or in conjunction with any other event (whether contingent or otherwise), solely with respect to Coffee Business Compensation And Benefit Plans (i) result in any payment or benefit becoming due or payable, or required to be provided, to any current or former director, officer or group of employees of any member of the Folgers Group, (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any current or former director, officer or group of employees, or result in the acceleration or the time of payment, vesting or funding of any such benefit or compensation or (iii) result in any amount failing to be deductible by reasons of Section 280G of the Code. No Coffee Business Compensation And Benefit Plan provides for a “gross up” or similar payments in respect of any taxes that may become payable under Section 4999 of the Code. (e) No Coffee Business Compensation And Benefit Plan provides for life, medical or dental benefits to retired employees, other than as required under Section 4980B of the Code or other applicable Law. (f) Since January 1, 2007 through (and including) the date of this Agreement, (i) for each Triage Business Employeethere has not been any labor strike, such employee’s name, title, hire date, location, whether full- work stoppage or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services lockout with respect to the Triage Coffee Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) neither Parent nor Folgers has received written notice of any unfair labor practice charges against the most recent annual report on Form 5500 filed with Coffee Business that are pending before the IRS National Labor Relations Board or any similar report required to be filed with any state, local or foreign Governmental Authority Authority, and the most recent actuarial valuation or similar report, (iii) neither Parent nor Folgers has received written notice of any suits, actions or other proceedings in connection with the most recent IRS determination Coffee Business that are pending before the Equal Employment Opportunity Commission or opinion letter received by Sellerany similar state, local or foreign Governmental Authority responsible for the prevention of unlawful employment practices, including under applicable employment standards and human rights laws, except, in the case of each of clauses (i), (ivii) the most recent summary plan description, and (viii) each insurance or group annuity contract or other funding vehicle. (c) Each Seller Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRSabove, and there are no existing circumstances or for any events such matters that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status not had and would not reasonably be expected to be material to the Triage Business. (d) No Seller Plan is subject to Section 302 have, individually or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of healthaggregate, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries)a Coffee Business MAE. (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.

Employees and Employee Benefits. (a) Seller has made available CBE and BANK are not parties to Purchaser a true and complete list setting forth, as of two (2) Business Days before the date of this Agreement, or bound by any written or oral (i) for each Triage Business Employeeemployment or employment-related consulting contract which is not terminable at will by CBE or BANK, such employee’s nameas the case may be without penalty, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) employee fringe benefit program or practice covering all employees as a group or any individual employees which is not terminable at will by CBE or BANK, as the case may be without penalty, or (iii) plan or agreement providing for each independent contractor that is an individual primarily engaged to provide services to any employee bonus, deferred compensation, pension, profit sharing, retirement benefits, stock purchase, stock option, employee pension benefit plan or employee welfare benefit plan except as set forth in the Triage Business, such contractor’s name, duties, date of retention attached Exhibits 4.10(b) and rate of compensation (the “Triage Independent Contractor List”4.10(c). (b) All pension, profit sharing, or other employee pension benefit plans of CBE and BANK("the Plans") are described in Exhibit 4.10(b) and are now, and will continue until the Closing Date to be, qualified Plans under Section 4.09(b401(a) of the Seller Disclosure Letter sets forth a true and complete listCode, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed in full compliance with the IRS or similar report Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CBE's and BANK's best knowledge, after due and diligent inquiry, all premiums, notices, reports and other filings required to be delivered or filed under applicable law with respect to such Plans have been duly and timely delivered or filed. Neither CBE nor BANK have knowledge of any Governmental Authority fact or circumstance which would materially and adversely affect such Plans' qualified status or compliance as above described, or of any "reportable event" (as such term is defined in Section 4043(c) of ERISA) or any "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975(c) of the most recent actuarial valuation or similar reportCode) which has occurred since the date on which said sections first became applicable to the Plans. The Plans satisfy the minimum funding standards set forth in the Code and ERISA. As of the Closing Date there will be no unfunded vested liability of the Plans, (iii) except for the most recent IRS determination or opinion letter received by Seller, (iv) obligation of CBE and BANK for contributions for the most recent summary plan description, current year which are not yet due and (v) each insurance or group annuity contract or other funding vehiclepayable but for which adequate amounts are being accrued on a monthly basis. (c) Each Seller Plan intended All employee welfare benefit plans of CBE and BANK (the "Welfare Plans") are described in Exhibit 4.10(c) and are now, and will continue until the Closing Date to be, in full compliance with the Code and the Employee Retirement Income Security Act of 1974 as amended ("ERISA"). To CBE's and BANK's best knowledge, all notices, reports and other filings required to be “qualified” within the meaning delivered or filed under applicable law with respect to such Welfare Plans have been duly and timely delivered or filed. Neither CBE nor BANK have knowledge of any fact or circumstance which would adversely affect such Welfare Plans' compliance as above described or any "prohibited transaction" (as such term is defined in Section 401(a406 of ERISA and Section 4975(c) of the Code Code) which has received a favorable determination letter from occurred since the IRS or is entitled to rely upon a favorable opinion issued by the IRS, and there are no existing circumstances or any events that have occurred that could reasonably be expected to cause the loss of any such qualification status of any such Seller Plan, except where such loss of qualification status would not reasonably be expected to be material date on which said sections first became applicable to the Triage BusinessWelfare Plans. (d) No Seller Plan is subject to Section 302 person or Title IV governmental agency has any pending or threatened claim against CBE or BANK or their directors, officers, employees or agents arising out of ERISA any statute, ordinance or Section 412 of the Code. No Seller Plan provides benefits regulation alleging that CBE or coverage in the nature of health, life or disability insurance or similar benefits following retirement or other termination of employment, other than coverage or benefits BANK (i) required to be provided under Part 6 of Title I of ERISA has discriminated against applicants for employment, employees or Section 4980(B)(f) of the Code, or any other applicable Law, or (ii) the full cost of which is borne by the employee or former employee (or any of their beneficiaries). (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Planpublic, (ii) cause Seller has any employment practices, policies or any of its Subsidiaries to transfer procedures which are discriminatory or set aside any assets to fund any benefits for any Triage Business Employeehave been breached, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) has failed to comply with federal and state wage and hour laws, rules or regulations, (iv) limit has violated Occupational Safety and Health Administration statutes, regulations or restrict the right to amend, terminate standards or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise(v) has committed an unfair labor practice(s).

Employees and Employee Benefits. (a) Seller Schedule 3.8(a) of the Stockholder Disclosure Schedule sets forth a true, correct and complete list of all material Benefit Plans. Stockholder has made available to Purchaser a true and complete list setting forthParent true, as of two (2) Business Days before the date of this Agreement, (i) for each Triage Business Employee, such employee’s name, title, hire date, location, whether full- or part-time, whether active or on leave (and, if on leave, the nature of the leave and expected return date), whether exempt from the Fair Labor Standards Act, annual salary or wage rate, most recent annual bonus received and current annual bonus opportunity (the “Triage Business Employee List”), and (ii) for each independent contractor that is an individual primarily engaged to provide services to the Triage Business, such contractor’s name, duties, date of retention and rate of compensation (the “Triage Independent Contractor List”). (b) Section 4.09(b) of the Seller Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of each material Seller Plan. With respect to each material Seller Plan, Seller has made available to Purchaser true correct and complete copies (to the extent applicable) of (i) the plan document or a written description thereof (or, if appropriate, a form thereof), including any amendments thereto, other than any document that Seller or any of its Subsidiaries is prohibited from making available to Purchaser as the result of applicable Law relating to the safeguarding of data privacy, (ii) the most recent annual report on Form 5500 filed with the IRS or similar report required to be filed with any Governmental Authority plan document (including all amendments thereto) and the most recent actuarial valuation or similar report, (iii) the most recent IRS determination or opinion letter received by Seller, (iv) the most recent summary plan description, and (v) each insurance or group annuity contract or other funding vehicleif any, of the Benefit Plans. (cb) Each Seller None of Stockholder, its Subsidiaries or any ERISA Affiliate has or is reasonably expected to incur any material liability under Title IV of ERISA with respect to any Benefit Plan intended to be that is an ongoing, frozen or terminated “qualifiedsingle- employer plan,” within the meaning of Section 401(a4001(a)(15) of ERISA, currently or formerly maintained by any of them. An ERISA Affiliate for purposes of this Section 3.8(b) shall mean any person or entity that would be considered, when combined with Stockholder or any of its Subsidiaries, a single employer pursuant to Section 210(c) and (d) of ERISA. (c) The Benefit Plans have been maintained and operated in substantial compliance with applicable Laws (including, as applicable, ERISA and the PR Code). There are no material Legal Proceedings (other than routine claims for benefits (or as disclosed in Schedule 3.7 of the Stockholder Disclosure Schedule)) arising from or relating to the Benefit Plans. There are no Legal Proceedings arising from or relating to the Benefit Plans pursuant to which the Companies would reasonably be expected to have any Liability. (d) None of the Benefit Plans provides for post-employment medical or life insurance benefits for any person beyond his or her retirement or other termination of service, except (i) as may be required under COBRA Coverage or similar state or Commonwealth law or (ii) disability benefits under a welfare plan that is fully provided for by insurance. (e) None of the Benefit Plans obligates Stockholder or its Affiliates to pay any separation, severance, termination, change in control related or other benefits solely as a result of the execution and delivery of this Agreement or the consummation of the Transactions and such execution, delivery or consummation will not result in Parent, the Company or its or their Affiliates becoming liable for any separation, severance, termination or other benefits. (f) Each Benefit Plan that is intended to be qualified under Section 1165 of the PR Code has received a favorable determination letter from the IRS or is entitled Puerto Rico Treasury Department and, to rely upon a favorable opinion issued by Stockholder’s Knowledge, nothing has occurred with respect to the IRS, and there are no existing circumstances or any events operation of such Benefit Plan that have occurred that could would reasonably be expected to cause the loss of any such qualification status or exemption or the imposition of any such Seller Planmaterial liability, except where such loss of qualification status would not reasonably be expected to be material to penalty or tax under ERISA or the Triage BusinessPR Code. (dg) No Seller Plan is subject to Section 302 or Title IV of ERISA or Section 412 of the Code. No Seller Plan provides benefits or coverage in the nature of healthOther than payroll-related compensatory arrangements, life or disability insurance or similar benefits following retirement or other termination of employmentincluding, other than coverage or benefits (i) required to be provided under Part 6 of Title I of ERISA or Section 4980(B)(f) of the Codewithout limitation, arrangements providing for salary, bonus, or any other applicable Lawvacation, no Benefit Plans, including without limitation welfare plans, are sponsored or (ii) the full cost of which is borne maintained by the employee or former employee (or any of their beneficiaries)Company. (e) Neither the execution of this Agreement nor the consummation of the Transactions will, either alone or in combination with another event, (i) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any Triage Business Employee under any Seller Plan, (ii) cause Seller or any of its Subsidiaries to transfer or set aside any assets to fund any benefits for any Triage Business Employee, (iii) result in any Triage Business Employee who is a “disqualified individual” receiving any “excess parachute payment” (each such term as defined in Section 280G of the Code) or (iv) limit or restrict the right to amend, terminate or transfer the assets of any Seller Plan on or following the Closing. No Seller Plan provides for the gross-up or reimbursement of Taxes for any Triage Business Employee under Sections 4999 or 409A of the Code, or otherwise.