Common use of Employees and Employee Benefits Clause in Contracts

Employees and Employee Benefits. (a) Seller is not a party to any labor or collective bargaining agreement. Within the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised. (b) Except as set forth on the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGC.

Employees and Employee Benefits. (a) Seller Except as set out in Schedule 2.1(25), the Vendor is not a party to or bound by, either directly or by operation of Applicable Law, any labor collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or collective bargaining agreement. Within legally binding commitment or written communication to any labour union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting Employees or independent contractors nor is the last two (2) years, Seller has not experienced Vendor subject to any union organization attemptseffort, general labor disputes or work stoppages or slowdowns due to labor disagreementsnor is it engaged in any labour negotiation. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised. (b) Except as set forth on out in Schedule 2.1(25), the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, Vendor does not have and written contracts of employment with any Employee or any written contract with any consultant. The Vendor has not had any no obligation to contribute tomake any severance or termination payment to any Employee in excess of any amount payable under Applicable Law. Each employee benefit, health, welfare, medical, dental, pension, retirement, profit sharing, current or deferred compensation, equity or phantom stock compensation, savings, severance or termination payment, life insurance or disability plan, program, agreement and does not have arrangement (whether written or oral) and all other similar plans, programs, agreements and arrangements which are sponsored, maintained or contributed to by the Vendor for the Employees or former Employees or under which the Vendor has not had any liability actual or potential liability or obligations, other than plans established pursuant to statute, are listed on Schedule 2.1(25) (the “Employee Plans”). The Vendor has provided the Purchaser with true, up-to-date and complete copies of all Employee Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, together with all related documentation including annuity contracts, trust or other funding agreements, participation agreements, insurance policies and contracts, actuarial reports, annual information returns, investment management agreements, copies of all material correspondence with Governmental Authorities and plan summaries, employee booklets, brochures and personnel manuals. Each Employee Plan has been established, administered and invested in accordance with its terms and Applicable Law. No Employee Plan provides post-retirement or post-employment of employment benefits to or in respect of any Employees or former Employees or their beneficiaries. All contributions or premiums required to be made by the Vendor to or under each Employee Plan have been made in a timely fashion in accordance with Applicable Law, the terms of the applicable Employee Plan and any applicable collective agreement, and the Vendor does not have, and as of the Closing Date will not have, any actual or potential unfunded liabilities (other than liabilities accruing after the Closing Date) with respect to any (i) qualified defined contribution or defined benefit plans or arrangements Employee Plans. All liabilities of the Vendor (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have been fully and accurately disclosed in accordance with GAAP in the Financial Statements. Schedule 2.1(25) lists all the Employees and other Persons who are receiving remuneration for work or services provided to the Vendor who are not terminated) Employees as of the date of this Agreement and the age, position, status, length of service, location of employment, compensation and benefits of each Employee and the terms on which are employee pension benefit plans each other Person who is providing work or services to the Vendor is engaged. The Vendor has not paid nor will it be required to pay any bonus, fee, distribution, remuneration or other compensation to any Person (as defined other than salaries, wages or bonuses paid or payable to Employees in Section 3(2) the ordinary course of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined business in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred accordance with current compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (levels and practices as set forth out in Code Section 280GSchedule 2.1(25)) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete the transactions contemplated by this Agreement or partial withdrawal (otherwise. On or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain prior to the Closing Date, the Vendor, InfoTrellis, Inc. and InfoTrellis India Private Limited shall have made the payments to the Employees, the employees of InfoTrellis, Inc. and the employees of InfoTrellis India Private Limited contemplated to occur on or have any obligation prior to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"Closing Date in the payment schedule set out in Schedule 1.8(2). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGC.

Employees and Employee Benefits. (a) Seller No Valley Acquired Company is not a party to, sponsors, maintains or contributes to, or is required to contribute to, in each case in respect of any labor present or collective bargaining agreement. Within former employees, managers, officers, consultants, or independent contractors of a Valley Acquired Company, (i) any material “employee benefit plan,” as defined in Section 3(3) of ERISA (whether or not subject to 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 last two (2) yearsarrangements listed on Schedule 3.9(a), which are referred to in this Agreement as the “Valley Compensation Arrangements.” Valley Seller has not experienced any union organization attemptsmade available to Holdco, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strikefor each Valley Compensation Arrangement, general labor disputetrue and complete copies of (A) all current plan documents, work stoppage or slowdown pending or, in the case of an unwritten Valley Compensation Arrangement, a written description thereof, (B) the most recent determination letter from the IRS (if applicable), (C) all current summary plan descriptions, summaries of material modifications, annual reports, and summary annual reports, and (D) all current trust agreements, insurance contracts, and other documents relating to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raisedthe funding or payment of benefits under any Valley Compensation Arrangements. (b) Except as set forth Each Valley 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 attached "Employee Benefits Schedule," meaning of Section 3(21) of ERISA) by ERISA with respect to current the Valley Compensation Arrangements that could result in any material Liability or former employees of Seller, independent contractors, excise Tax under ERISA or the spousesCode being imposed on any Valley Acquired Company. (c) No Valley Acquired Company nor any ERISA Affiliate currently has, beneficiaries or dependents thereofand at no time in the past has had, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any an obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or no Valley Compensation Arrangement is, a “defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (plan” as defined in Section 3(23(35) of ERISA) (, a pension plan subject to the "Employee Pension Plans"); (ii) any ongoing funding standards of Section 302 of ERISA or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) 412 of ERISA) ("Employee Welfare Plans"); or (iii) any the Code, a “multiemployer plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (” as defined in Section 3(37) of ERISAERISA or Section 414(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. ("Multiemployer Plan"d) nor does Seller have The execution and performance of this Agreement and the consummation of the Transactions, whether alone or in connection with any other liability with respect to subsequent event(s), will not (i) constitute a stated triggering event under any Multiemployer PlanValley Compensation Arrangement that will result in any payment becoming due or benefit, and Seller has not incurred or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due, under any current Valley Compensation Arrangement. (e) No amount that could be received (whether in cash or potential withdrawal liability property or the vesting of property) as a result of a complete any of the Transactions by any employee, officer or partial withdrawal (or potential partial withdrawal) from director of any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (Valley Acquired Company or any other liability with respect toof its Affiliates who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) under any funded employment, severance or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiariestermination agreement, other than limited medical benefits required to compensation arrangement or Valley Compensation Arrangement currently in effect would be provided to former employees, their spouses and other dependents under Code characterized as an “excess parachute payment” (as such term is defined in Section 4980B or similar provision 280G(b)(1) of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"Code). (cf) All Plans No Valley Compensation Arrangement provides any individual with an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. With respect to each Valley 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 related trusts and insurance contracts(ii) comply it has, at all times while subject to Section 409A of the Code, been operated in form and in operation in all respects material compliance with Section 409A of the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans Code. (as defined in section 3(2g) of ERISA) meet the requirements of "The IRS has issued a favorable determination or opinion letter with respect to each Valley Compensation Arrangement that is intended to be qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan Valley Compensation Arrangement is so qualified, and each trust created thereunder has received a 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 from or such determination that could reasonably be expected to give the Internal Revenue ServiceIRS grounds to revoke such determination. (dh) Seller has not incurred any liability There is no pending or, to the Pension Benefit Guaranty Corporation (the "PBGC")Knowledge of Valley Seller, the Internal Revenue Servicethreatened assessment, the Department complaint, proceeding, or investigation of Labor, any other governmental agency, kind in any Multiemployer Plan court or any Person Government Entity with respect to any Plan currently Valley Compensation Arrangement (other than routine claims for benefits), nor, to the Knowledge of Valley Seller, 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 previously maintained payments required to be made to, any Valley 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 Valley Compensation Arrangement, there is no material Liability of any Valley 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 Valley 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 members Section 4980(B) of the controlled group of companies Code or by applicable state insurance Laws or (as defined in ii) death or retirement benefits under any Valley Compensation Arrangement that is intended to be qualified under Section 414 401(a) of the Code. (l) that includes Seller (The Valley Acquired Companies have not agreed or committed to institute any plan, program, arrangement or agreement for the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Sellerbenefit of employees or former employees of the Valley Acquired Companies other than the Valley Compensation Arrangements, or to make any amendments to any of the Valley Compensation Arrangements. (m) Each Valley Acquired Company has reserved all rights necessary to amend or terminate each of the Valley Compensation Arrangements without the consent of any other member Person, except as could not reasonably be expected to result in material Liability to a Valley Acquired Company or as set forth in Schedule 3.9(m). (n) No Valley Compensation Arrangement provides benefits to any individual who is not a current or former employee of a Valley Acquired Company, or the Controlled Group dependents or other beneficiaries of incurring any such a liability, other than liability for premiums due the PBGCcurrent or former employee.

Employees and Employee Benefits. (a) Seller Except as set out in Schedule 2.1(25), the Vendor is not a party to or bound by, either directly or by operation of Applicable Law, any labor collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or collective bargaining agreement. Within legally binding commitment or written communication to any labour union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting Employees or independent contractors nor is the last two (2) years, Seller has not experienced Vendor subject to any union organization attemptseffort, general labor disputes or work stoppages or slowdowns due to labor disagreementsnor is it engaged in any labour negotiation. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised. (b) Except as set forth on out in Schedule 2.1(25), the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, Vendor does not have and written contracts of employment with any Employee or any written contract with any consultant. The Vendor has not had any no obligation to contribute tomake any severance or termination payment to any Employee in excess of any amount payable under Applicable Law. Each employee benefit, health, welfare, medical, dental, pension, retirement, profit sharing, current or deferred compensation, equity or phantom stock compensation, savings, severance or termination payment, life insurance or disability plan, program, agreement and does not have arrangement (whether written or oral) and all other similar plans, programs, agreements and arrangements which are sponsored, maintained or contributed to by the Vendor for the Employees or former Employees or under which the Vendor has not had any liability actual or potential liability or obligations, other than plans established pursuant to statute, are listed on Schedule 2.1(25) (the “Employee Plans”). The Vendor has provided the Purchaser with true, up-to-date and complete copies of all Employee Plans (or, where oral, written summaries of the material terms thereof) as amended as of the date hereof, together with all related documentation including annuity contracts, trust or other funding agreements, participation agreements, insurance policies and contracts, actuarial reports, annual information returns, investment management agreements, copies of all material correspondence with Governmental Authorities and plan summaries, employee booklets, brochures and personnel manuals. Each Employee Plan has been established, administered and invested in accordance with its terms and Applicable Law. No Employee Plan provides post-retirement or post-employment of employment benefits to or in respect of any Employees or former Employees or their beneficiaries. All contributions or premiums required to be made by the Vendor to or under each Employee Plan have been made in a timely fashion in accordance with Applicable Law, the terms of the applicable Employee Plan and any applicable collective agreement, and the Vendor does not have, and as of the Closing Date will not have, any actual or potential unfunded liabilities (other than liabilities accruing after the Closing Date) with respect to any (i) qualified defined contribution or defined benefit plans or arrangements Employee Plans. All liabilities of the Vendor (whether accrued, absolute, contingent or otherwise) related to all Employee Plans have been fully and accurately disclosed in accordance with GAAP in the Financial Statements. Schedule 2.1(25) lists all the Employees and other Persons who are receiving remuneration for work or services provided to the Vendor who are not terminated) Employees as of the date of this Agreement and the age, position, status, length of service, location of employment, compensation and benefits of each Employee and the terms on which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (each other Person who is providing work or services to the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (Vendor is engaged. Except as set forth out in Code Section 280GSchedule 2.1(25), no Employee is on long-term disability leave, receiving benefits pursuant to the Workplace Safety and Insurance Act, 1997 (Ontario) benefits or compensation or otherwise an inactive Employee. The Vendor has not paid nor will it be required to pay any programbonus, planfee, policy or arrangement which provides any healthdistribution, life, disability, accident, vacation, tuition reimbursement remuneration or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed compensation to any multiemployer plan Person (other than salaries, wages or bonuses paid or payable to Employees in the ordinary course of business in accordance with current compensation levels and practices as defined set out in Section 3(37Schedule 2.1(25)) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete the transactions contemplated by this Agreement or partial withdrawal (otherwise. On or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain prior to the Closing Date, the Vendor, InfoTrellis, Inc. and Infotrellis India Private Limited shall have made the payments to the Employees, the employees of InfoTrellis, Inc. and the employees of Infotrellis India Private Limited contemplated to occur on or have any obligation prior to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"Closing Date in the payment schedule set out in Schedule 1.8(2). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGC.

Employees and Employee Benefits. (a) Seller is not Section 5.21(a)(i) of the Disclosure Schedule contains a party to any labor complete and accurate list of the following information for each Employee and independent contractor of Seller, including each employee on leave of absence or collective bargaining agreement. Within layoff status as of the last two date hereof: (2i) yearsname; (ii) job title; (iii) date of hire; (iv) current compensation or remuneration, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised.including but not (b) Except as set forth on in Section 5.21(b) of the attached "Employee Benefits Disclosure Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any there are no: (i) qualified defined contribution employment contracts, agreements or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (arrangements, including severance agreements, with the "Employee Pension Plans")Employees; and (ii) any ongoing written policies, practices, rules, or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) procedures applicable to the Employees. Seller confirms that true and complete copies of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as all documents set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(375.21(b) of ERISA) ("Multiemployer Plan") nor does Seller the Disclosure Schedule have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be been provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision Purchaser prior to the date of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans")this Agreement. (c) With respect to the transactions contemplated by this Agreement, any notice required under any Law or collective bargaining agreement has been given, and all bargaining obligations with any trade union or association of Employees representative(s) have been satisfied. Seller has not implemented any plant closing or the layoff of Employees within the past three (3) years, and no such action will be implemented without advance notification to Purchaser. (e) There are no complaints, appeals, claims or charges pending or outstanding or, to Seller’s Knowledge, anticipated, nor are there any order, decisions, penalties, reassessments directions or convictions currently registered or outstanding by any tribunal or agency against, or in respect of, Seller as the employer of the Employees under or in respect of any Employment Laws. (f) All Plans accruals for wages, vacation pay, vacation time, statutory deductions and withholdings, health premiums, and pension plan premiums, have been reflected in the books and records of Seller and reflected in the Financial Statements. (and related trusts and insurance contractsg) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a5.21(g) of the CodeDisclosure Schedule contains a complete and accurate list of Seller’s former employees whose employment was terminated with Seller during the twelve (12) month period prior to the date of this Agreement, together with a summary of the terms of notice and severance with respect to each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Serviceof them. (dh) Section 5.21(h) of the Disclosure Schedule sets forth an accurate and complete list as of the Closing Date of each Employee Benefit Plan. (i) Seller has not incurred delivered or made available to Purchaser a complete and accurate copy of each written Employee Benefit Plan (including any liability to the Pension Benefit Guaranty Corporation (the "PBGC"amendments thereto), together with, if applicable, a copy of the Internal Revenue Serviceaudited financial statements, actuarial reports, if any, for the Department last three (3) plan years. (j) Each Employee Benefit Plan has been maintained in compliance with all applicable Law and is in good standing under applicable Law. (k) All contributions or premiums required to be paid, deducted or remitted and all obligations required to be performed by Seller under the terms of Labor, any other governmental agency, any Multiemployer Employee Benefit Plan or by Law have been paid, deducted, remitted or performed in a timely fashion and there is no outstanding default or violation thereunder. All contributions to Employee Benefit Plans required to be made by way of authorized payroll deduction have been properly withheld by Seller and fully paid thereunder. (l) No proceeding is pending or, to Seller’s Knowledge, threatened with respect to Employee Benefit Plans, other than routine claims for benefits and no circumstance or event has occurred that could result in such proceeding. (m) No promise or commitment has been made by Seller to amend any Person Employee Benefit Plan, to provide increased benefits thereunder or to establish any new plan. (n) There are no post-retirement benefits for Seller’s current or former employees. (o) No Employee Benefit Plan requires or permits retroactive increases or assessments in premiums or payments. (p) Seller’s liabilities under any unfunded Employee Benefit Plan have been properly accrued and reflected in the Financial Statements. (q) Seller did not contribute and was not required to contribute to any multi- employer pension or benefit plan. No Employee Benefit Plan is a multi-employer pension or benefit plan. (r) The consummation of the transactions contemplated by this Agreement will not constitute an event of default under any Employee Benefit Plan or, other than in respect of Employees listed in Section 12.2 of the Disclosure Schedule, individual agreement with a present or former Employee that will or may result in any severance or other payment or in the acceleration, vesting or increase in benefits with respect to any Plan currently present or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGCformer Employee.

Employees and Employee Benefits. (a) Seller is not has provided to Purchaser a party to any labor schedule dated as of a recent date (the “Employee Schedule”), setting forth a complete and accurate list of all Employees by work location, showing the original hire date, the current position and rate of compensation, the compensation rate type (hourly or collective bargaining agreement. Within salary) and the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raisedscheduled hours per week of each Employee. (b) Except as set forth on the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any Schedule 5.11(b) lists: (i) qualified defined contribution or defined each “employee benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (plan”, as defined in Section 3(23(3) of ERISA) (the "Employee Pension Plans"); , (ii) each employment or individual consulting agreement, and (iii) each other plan, policy, agreement, arrangement, obligation or practice to provide, as compensation for services rendered, workers’ compensation, bonus or other incentive compensation, equity or equity-based compensation, stock purchase, severance, executive compensation, deferred compensation, sick leave, vacation pay, salary continuation, disability, hospitalization, medical insurance, life insurance, scholarship programs, tuition reimbursement programs, any ongoing or terminated funded or unfunded employee welfare benefit plans subject to the requirements of section 125 of the Code, which in each case under clauses (as defined in Section 3(1i), (ii) of ERISA) ("Employee Welfare Plans"); or (iii) any planis maintained or sponsored by Seller or to which Seller contributes or for which the Seller otherwise has Liability, policy, program either directly or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete an ERISA Affiliate, to one or partial withdrawal more present employees of Seller (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded collectively, the “Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Benefit Plans"”). (c) All Each of Seller’s Employee Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "that is intended to be qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a Code (“Qualified Plans”) (i) is the subject of an unrevoked favorable determination letter from the Internal Revenue ServiceIRS, (ii) has remaining a period of time under the Code or applicable Treasury regulations or IRS announcements in which to request, and make any amendments necessary to obtain any letter from the IRS, or (iii) is a prototype or volume submitter plan entitled, under applicable guidance, to rely on the favorable opinion or advisory letter issued by the IRS to the sponsor of such prototype or volume submitter plan. (d) Seller Each of Seller’s Employee Plans has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC")been administered and funded without material exception in compliance with its own terms and, where applicable, with ERISA, the Internal Revenue ServiceCode, the Department of Labor, Age Discrimination in Employment Act and any other governmental agencyapplicable federal or state laws. None of Seller or any trade or business which is considered a single employer with Seller under Section 4001(b)(1) of ERISA has incurred or could reasonably be expected to incur material liability under Title IV of ERISA or the minimum funding requirements under Section 302 of ERISA, which such liability will not be satisfied on or prior to Closing. Seller does not contribute to and is not required to contribute to any Multiemployer Plan or any Person Plan, as defined under ERISA with respect to any Plan currently or previously maintained by members employees of the controlled group Systems. (e) All contributions and premiums and obligations of companies Seller required by Law or by the terms of any Employee Benefit Plan or any agreement relating thereto have in all material respects been timely made, satisfied or accrued by Seller, and all amounts withheld from any Transferred Employee’s paychecks have in all material respects been properly contributed to the applicable Employee Benefit Plan or otherwise properly applied. (as defined in Section 414 f) Each of the CodeEmployee Benefit Plans is and has been in all material respects (A) that includes Seller maintained in accordance with its terms and all provisions of applicable Law, (B) to the "Controlled Group") that has Knowledge of Seller, not been satisfied the subject of any breach of any fiduciary duty with respect to which Seller or any Employee Benefit Plan may be liable or otherwise damaged in fullany respect, (C) not subject to any pending or, to the Knowledge of Seller, threatened, claim of a breach, and no condition exists that presents a risk (D) to the Knowledge of Seller, not been the subjected to any “prohibited transaction” (within the meaning of either Section 4975(c) of the Code or Section 406 of ERISA) , in each case, with where Seller or any other member of the Controlled Group of incurring such Employee Benefit Plan would be liable or otherwise damaged so as to have a liability, other than liability for premiums due the PBGCMaterial Adverse Effect.

Employees and Employee Benefits. (a) Seller Schedule 4.17(a) sets forth, with respect to each of the Transferred Employees, such Transferred Employee’s name and position, date of employment and title or job position, the total annual salary, wages, bonus or other compensation. Except as set forth on Schedule 4.17(a), (i) none of the Companies is not a party to any labor written or collective bargaining agreementoral employment contract or agreement with any of such Transferred Employees which precludes their termination at will, (ii) none of such Transferred Employees is now, or will by the passage of time hereafter become, entitled to receive any vacation time, vacation pay or severance pay attributable to services rendered prior to the Closing Date, and (iii) since June 30, 2004, there has been no change of, or agreement to change, any terms of employment for such Transferred Employees, including without limitation, salary, wage rates, commission formulae, or other compensation, except for normal “merit” raises given in the ordinary course of business. Within the last two (2) years, Seller No such Transferred Employee has not experienced indicated any union organization attempts, general labor disputes intention to terminate his or work stoppages or slowdowns due to labor disagreementsher employment. There is no labor strike, general labor dispute, work stoppage union contract or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raisedother collective bargaining agreement in existence affecting any of the Companies or any of their respective Subsidiaries. (b) Schedule 4.17(b)(i) contains a true and complete list of all Benefit Plans in which Transferred Employees or Former Employees participate as of the Closing Date (“Company Benefit Plans”). Except as set forth on Schedule 4.17(b)(ii), none of the attached "Employee Benefits Schedule," with respect Companies or any of their respective Subsidiaries maintains or contributes to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution to, or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller will have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability the consummation of this transaction with respect to, any Company Benefit Plans on behalf of Transferred Employees or Former Employees as of the Closing Date. Each Company Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a determination from the Internal Revenue Service (the “IRS”) that such Company Benefit Plan is qualified under Section 401(a) of the Code, and, to Seller’s Knowledge, nothing has occurred since the date of such determination that would adversely affect the qualification of such Benefit Plan in form. Each Company Benefit Plan and any related trust, insurance contract or fund has been maintained, funded or unfunded Employee Welfare Planand administered in compliance in all material respects with its respective terms and with all applicable laws and regulations, Multiemployer including, but not limited to, ERISA and the Code. Seller has complied in all material respects with the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (“COBRA”); and Seller has no obligation under any Company Benefit Plan or Other Plan which provides post-retirement health, accident otherwise to provide post employment health or life insurance benefits to current or former employeesemployees of the Companies or their Subsidiaries, current or former independent contractorsexcept as specifically required by COBRA. Neither Seller nor, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension PlanSeller’s Knowledge, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as other “disqualified person” (within the "Plans"). meaning of Section 4975 of the Code) or “party in interest” (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with within the applicable requirements meaning of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2Section 3(14) of ERISA) meet has taken any action with respect to any of the requirements Company Benefit Plans which could subject any such Company Benefit Plan (or its related trust) or Seller or the Companies or any officer, director or employee of "qualified plans" any of the foregoing to any material penalty or tax under Section 401(a502(i) of ERISA or Section 4975 of the Code. No asset of any of the Companies or any of its Subsidiaries is subject to any lien under ERISA or the Code, and each such Employee Pension Plan neither the Companies nor any of its Subsidiaries has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred incurred, nor reasonably expects to incur, any liability under Title IV of ERISA or to the Pension Benefit Guaranty Corporation Corporation. None of the Companies has any liability (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan potential or any Person otherwise) with respect to any Plan currently or previously maintained by members of the controlled group of companies “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or Code with any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGCentity.

Employees and Employee Benefits. (a) Seller Except as set out in Schedule 2.1(18),the Vendor is not a party to or bound by, either directly or by operation of Applicable Law, any labor collective agreement, labour contract, letter of understanding, letter of intent, voluntary recognition agreement or collective bargaining agreement. Within legally binding commitment or written communication to any labour union, trade union or employee organization or group which may qualify as a trade union in respect of or affecting Employees or independent contractors nor is the last two (2) years, Seller has not experienced Vendor subject to any union organization attemptseffort, general labor disputes or work stoppages or slowdowns due to labor disagreementsnor is it engaged in any labour negotiation. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised. (b) Except as set forth on out in Schedule 2.1(18), the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, Vendor does not have and written contracts of employment with any Employee or any written contract with any consultant. The Vendor has not had any no obligation to contribute tomake any severance or termination payment to any Employee in excess of any amount payable under Applicable Law. Each employee benefit, health, welfare, medical, dental, pension, retirement, profit sharing, current or deferred compensation, equity or phantom stock compensation, savings, severance or termination payment, life insurance or disability plan, program, agreement and does not have arrangement (whether written or oral) and all other similar plans, programs, agreements and arrangements which are sponsored, maintained or contributed to by the Vendor for the Employees or former Employees or under which the Vendor has not had any liability actual or potential liability with respect or obligations, other than plans established pursuant to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which statute, are employee pension benefit plans (as defined in Section 3(2) of ERISAlisted on Schedule 2.1(18) (the "“Employee Pension Plans"”); . The Vendor has provided the Purchaser with true, up-to-date and complete copies of all Employee Plans (iior, where oral, written summaries of the material terms thereof) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) amended as of ERISA) ("Employee Welfare Plans"); or (iii) any planthe date hereof, policytogether with all related documentation including annuity contracts, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement trust or other fringe benefits ("Other Plans")funding agreements, participation agreements, insurance policies and contracts, actuarial reports, annual information returns, investment management agreements, copies of all material correspondence with Governmental Authority and plan summaries, employee booklets, brochures and personnel manuals. Seller does not participate Each Employee Plan has been established, administered and invested in or contribute to accordance with its terms and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer PlanApplicable Law. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded No Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance post-employment of employment benefits to current or in respect of any Employees or former employees, current Employees or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGC.their

Employees and Employee Benefits. (a) Seller JMS has provided P&G access to (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 contracts, (ii) all employment contracts, (iii) all medical, dental, disability, health and life insurance plans or other contracts, and (iv) all other employee benefit and fringe benefit plans or other contracts, in the case of each of (i) through (iv) maintained or contributed to by JMS or any of its Subsidiaries for the benefit of any of their employees or the beneficiaries of any of the foregoing, or pursuant to which JMS or any of its Subsidiaries may have any liability (collectively, the "JMS COMPENSATION AND BENEFIT PLANS") (but disregarding, for purposes of scheduling and the first sentence of Section 5.14(b) hereof only, any JMS Compensation and Benefit Plan that is not a party to any labor or collective bargaining agreement. Within the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raisedmaterial). (b) Except as set forth on the attached "Employee Benefits Schedule," JMS has provided P&G access to true and correct copies of all JMS Compensation and Benefit Plans, including all amendments thereto, and, with respect to current each of the JMS Compensation and Benefit Plans, as applicable, the trust documents, determination, opinion and notification letters issued by the IRS, 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 former employees inquiries by the IRS, the Department of Seller, independent contractors, Labor or the spousesPension Benefit Guaranty Corporation, beneficiaries or dependents thereofwritten contracts, Seller does not maintain including administrative service agreements, group annuity contracts and has not maintainedgroup insurance contracts, does not contribute to and has not contributed to, does employee communications. (c) Except as would not have or reasonably be expected to have, individually or in the aggregate, a JMS Material Adverse Effect, each JMS Compensation and Benefit Plan has not had any obligation to contribute to, been and does not have is being administered in accordance with the terms thereof and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) all applicable Law. Each JMS Compensation and Benefit Plan which are is an "employee pension benefit plans plan" (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any each such plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, a "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer PlanJMS PENSION PLAN") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required is intended to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, Code is so qualified and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in fullIRS, and no condition exists that presents a risk to Seller, JMS is not aware of any circumstances which could result in the revocation or denial of any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGCfavorable determination letter.

Employees and Employee Benefits. (a) Seller is not Section 5.21(a)(i) of the Disclosure Schedule contains a party to any labor complete and accurate list of the following information for each Employee and independent contractor of Seller, including each employee on leave of absence or collective bargaining agreement. Within layoff status as of the last two date hereof: (2i) yearsname; (ii) job title; (iii) date of hire; (iv) current compensation or remuneration, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised.including but not (b) Except as set forth on in Section 5.21(b) of the attached "Employee Benefits Disclosure Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any there are no: (i) qualified defined contribution employment contracts, agreements or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (arrangements, including severance agreements, with the "Employee Pension Plans")Employees; and (ii) any ongoing written policies, practices, rules, or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) procedures applicable to the Employees. Seller confirms that true and complete copies of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as all documents set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(375.21(b) of ERISA) ("Multiemployer Plan") nor does Seller the Disclosure Schedule have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be been provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision Purchaser prior to the date of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans")this Agreement. (c) With respect to the transactions contemplated by this Agreement, any notice required under any Law or collective bargaining agreement has been given, and all bargaining obligations with any trade union or association of Employees representative(s) have been satisfied. Seller has not implemented any plant closing or the layoff of Employees within the past three (3) years, and no such action will be implemented without advance notification to Purchaser. (e) There are no complaints, appeals, claims or charges pending or outstanding or, to Seller’s Knowledge, anticipated, nor are there any order, decisions, penalties, reassessments directions or convictions currently registered or outstanding by any tribunal or agency against, or in respect of, Seller as the employer of the Employees under or in respect of any Employment Laws. (f) All Plans accruals for wages, vacation pay, vacation time, statutory deductions and withholdings, health premiums, and pension plan premiums, have been reflected in the books and records of Seller and reflected in the Financial Statements. (and related trusts and insurance contractsg) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a5.21(g) of the CodeDisclosure Schedule contains a complete and accurate list of Seller’s former employees whose employment was terminated with Seller during the twelve (12) month period prior to the date of this Agreement, together with a summary of the terms of notice and severance with respect to each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Serviceof them. (dh) Section 5.21(h) of the Disclosure Schedule sets forth an accurate and complete list as of the Closing Date of each Employee Benefit Plan. (i) Seller has not incurred delivered or made available to Purchaser a complete and accurate copy of each written Employee Benefit Plan (including any liability to the Pension Benefit Guaranty Corporation (the "PBGC"amendments thereto), the Internal Revenue Servicetogether with, the Department of Laborif applicable, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members a copy of the controlled group of companies audited financial statements, actuarial reports, if any, for the last three (as defined in Section 414 of the Code3) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGCplan years.

Employees and Employee Benefits. (a) Seller is not The Disclosure Schedule contains a list of all employees of GIG and each Subsidiary (the "Employees") which list sets forth the Employee's start date, current base compensation, guaranteed bonus, if any, and any promises or commitment relating to bonus, incentive compensation, severance, redundancy pay or other payments and notice periods. The Disclosure Schedule also contains a complete and accurate list of all existing bonus, incentive, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock, stock option, severance, welfare and fringe benefit plans, employment or severance agreements and all similar practices, policies and arrangements in which any Employee or former employee, consultant or former consultant (the "Consultants") or director or former director (the "Directors") of GIG and each of the Subsidiaries participates or to which any such Employees, Consultants or Directors are a party to (the "Benefit Plans"); provided, however, that contracts with former consultants need not be listed if neither GIG nor the former consultant has any labor or collective bargaining agreement. Within the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending material continuing obligations thereunder and no question concerning representation has claims have been raised. (b) asserted by either party thereunder. Except as set forth on the attached "Employee Benefits Disclosure Schedule," with respect to current , there are no Benefit Plans maintained or former employees of Seller, independent contractors, sponsored by GIG or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation Subsidiaries. Neither GIG or any program, plan, policy or arrangement which provides of the Subsidiaries has any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute commitment to and has not participated in or contributed to create any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer additional material Benefit Plan or Other to modify or change any existing Benefit Plan which provides post-retirement health, accident or life insurance benefits in any material respect. True and complete copies of all existing Benefit Plans and Pension Plans of GIG and the Subsidiaries have been made available to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits Buyer. (b) All contributions required to be provided to former employees, their spouses and other dependents made under Code Section 4980B or similar provision the terms of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Benefit Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans")Pension Plans have been timely made. (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) Neither GIG nor any of the Code, Subsidiaries have any obligations for retiree health and each life benefits under any Benefit Plan. There has been no communication to Employees by GIG or any Subsidiary that would reasonably be expected to promise or guarantee such Employee Pension Plan has received Employees retiree health or life insurance or other retiree death benefits on a favorable determination letter from the Internal Revenue Servicepermanent basis. (d) Seller All Benefit Plans and Pension Plans covering Employees located outside of England comply in all material respects with applicable local law. Neither GIG nor any of the Subsidiaries has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person material unfunded liabilities with respect to any Pension Plan currently or previously maintained by members which covers foreign Employees. (e) The consummation of the controlled group Transaction by GIG will not (a) entitle any Employee, Consultant or Director of companies GIG or any Subsidiary to severance pay, unemployment compensation or any other payment, or (as defined in Section 414 b) accelerate the time of payment or vesting, or increase the Code) that includes Seller (the "Controlled Group") amount of compensation due any such Employee, Consultant or Director. Neither GIG nor any Subsidiary has taken any action to entitle, and GIG nor any Subsidiary owes, any Employee or officer of GIG or any Subsidiary any severance pay or other compensation that has not been satisfied paid. (f) There are no agreements or arrangements in fullforce between GIG or any or its Subsidiaries and any trade union. (g) No contract of service exists between GIG and/or its Subsidiaries and a director or Employee in relation to which the requirements of UK Companies Xxx 0000 s319 have not been fulfilled. (h) No Employees of GIG and/or its Subsidiaries have brought, asserted, or, to the Knowledge of GIG and the Sellers, threatened to bring, or assert any dispute, claim or cause of action against GIG or its Subsidiaries nor have any such Employees brought, asserted, or, to the Knowledge of GIG and the Sellers, threatened to bring, or assert any proceedings in an Employment Tribunal, court or otherwise, nor are there to the Knowledge of GIG and the Sellers, any circumstances in existence likely to give rise to any such dispute, claim or cause of action. (i) No Employees of GIG and/or its Subsidiaries work in excess of the maximum weekly working limit as specified in the Working Time Regulations 1998 ("the Regulations"). All of GIG and its Subsidiaries have maintained such records as are required by the Regulations including copies of all opt-out agreements signed by Employees pursuant to regulation 5(1) of the Regulations. (j) No Employees of GIG and/or its Subsidiaries receive an hourly rate of remuneration less than that specified in the National Minimum Wage Xxx 0000. (k) There are no schemes agreements or arrangements in effect entitling an Employee of GIG and/or its Subsidiaries to a commission or remuneration calculated by reference to the whole or part of the turnover, profits or sales of GIG and/or its Subsidiaries. (l) None of GIG and its Subsidiaries have registered a profit-related pay scheme under the provisions of ICTA Part V Chapter III. (m) During the period to which the Last Accounts relate and since the Last Accounts Date or (where employment or holding of office commenced after the beginning of the period) since the commencing date of the employment or holding of office: (i) no change has been made in the rate of remuneration, emoluments or pension benefits, of an officer, ex--officer or senior executive of GIG and its Subsidiaries (a senior executive being a person in receipt of remuneration in excess of (pound)5,000 per annum); and (ii) no change has been made in any other terms of employment of an officer or senior executive. (n) None of GIG and its Subsidiaries is obliged or accustomed to pay anything other than in respect of remuneration or pension benefits, to or for the benefit of an officer or Employee of GIG and its Subsidiaries, or their associates. (o) No negotiations for an increase in the remuneration or benefits of an officer or Employee of GIG and/or its Subsidiaries are currently pending. (p) None of GIG and its Subsidiaries has made any offer to employ any person which has yet to be accepted or rejected. (q) Except as set forth in the Disclosure Schedule, all contracts of service to which GIG and its Subsidiaries is a party are determinable at any time on three months' notice or less without contractual compensation (other than compensation in accordance with the Employment Rights Act 1996). (r) No executive of GIG and/or its Subsidiaries, who is in receipt of remuneration in excess of (pound)15,000 per annum, and no condition exists that presents a risk to Sellerofficer of GIG and/or its Subsidiaries has given or received notice terminating his employment, except as expressly contemplated in this Agreement, or any other member will be entitled to give notice as a result of this Agreement. (s) None of GIG and/or its Subsidiaries or their Employees is involved in an industrial dispute, claim or cause of action, and there are no facts known, or which would on reasonable enquiry be known, to GIG and/or its Subsidiaries or its directors or to Sellers which might suggest that there may be an industrial dispute involving GIG and/or its Subsidiaries or that this Agreement may lead to an industrial dispute. (t) None of GIG and its Subsidiaries have entered into a recognition agreement with a trade union nor has it done anything which might be construed as recognition. (u) No Employee will become redundant and be entitled to a redundancy payment solely as a result of the Controlled Group execution of incurring such this Agreement or the Closing of the Transaction. (v) Other than the pension scheme referred to in the Disclosure Schedule ("the Scheme") none of GIG and its Subsidiaries is under any obligation, or is a liabilityparty to an ex-gratia arrangement, other than liability to pay pensions, gratuities, superannuation allowances or the like, or otherwise to provide "relevant benefits" within the meaning of UK Income and Corporation Taxes Act of 1988 s612(1), to or for premiums due any of its past or present officers or employees or their dependants; and there are no retirement benefits, or pension or death benefits, or similar schemes or arrangements in relation to, or binding on, GIG and its Subsidiaries or to which GIG and its Subsidiaries contributes. (w) To the PBGCKnowledge of GIG and the Sellers no Employee has suffered personal injury during the course of his employment with any of GIG or its Subsidiaries.

Employees and Employee Benefits. (a) Seller is not a party Schedule 2.7(a) sets forth the following information (to any labor or collective bargaining agreement. Within the last two (2extent applicable) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, with respect to Seller's Knowledge’s employees (“Seller Employees”) as of the date set forth therein, threatened. There is no request including each Seller Employee on leave of absence or layoff status: name, employer, job title, and salary and projected target bonus for representation pending and no question concerning representation has been raisedthe fiscal year ended 2019. (b) Except Schedule 2.7(b) sets forth an accurate, correct and complete list of all “employee welfare benefit plans” (as set forth on the attached "Employee Benefits Schedule," with respect to current or former employees defined in Section 3(1) of SellerERISA), independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which are “employee pension benefit plans plans” (as defined in Section 3(2) of ERISA), and all other employee benefit plans, programs and arrangements, whether funded or unfunded, qualified or nonqualified, that are maintained or contributed to by Seller for the benefit of the Seller Employees (collectively, “Seller Benefit Plans”). (c) Except as disclosed on Schedule 2.7(c), Seller does not maintain, contribute to or have any liability or potential liability under (the "Employee Pension Plans"); (iior with respect to) any ongoing or terminated funded or unfunded employee welfare “defined benefit plans plan” (as defined in Section 3(13(35) of ERISA) ("Employee Welfare Plans"); or (iii) any plan, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, “multiemployer plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan ” (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect ). No Acquired Assets are subject to any Multiemployer Encumbrance under ERISA or the Code regarding, relating to or resulting from the operation of a Seller Benefit Plan. (d) All contributions to, and payments from, Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits Benefit Plans required to be provided made in accordance with the terms of Seller Benefit Plans and applicable Legal Requirements have been or will be timely made. Except as disclosed on Schedule 2.7(d), no Seller Benefit Plan is subject to former employees, their spouses and other dependents under Code the funding rules of Section 4980B 302 of ERISA or similar provision Section 412 of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans")Code. (ce) All Except as disclosed on Schedule 2.7(e), all Seller Benefit Plans (and all related trusts and insurance contractstrust agreements or annuity contracts or any funding instruments) comply currently, and have complied in the past, both as to form and in operation operation, in all material respects, and have been administered in all material respects in accordance with the applicable requirements provisions of ERISA ERISA, where applicable, and with the Code and the Employee Pension all other applicable Legal Requirements. Except as disclosed on Schedule 2.7(e), Seller Benefit Plans which that are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "intended to be tax-qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has Code have received a favorable determination letter letters from the Internal Revenue ServiceService to the effect that such Seller Benefit Plans are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked, nor has revocation been, to the Knowledge of Seller, threatened or, in the case of a prototype or volume submitter plan, are relying on the opinion letter of the volume submitter or prototype plan sponsor. (df) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC")All reports, the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person returns and similar documents with respect to Seller Benefit Plans required to be filed by Seller with any Governmental Authority or distributed to Seller Benefit Plan currently participants have been duly and timely filed or previously maintained distributed. To the Knowledge of Seller, there are no investigations by members any Governmental Authority, termination Proceedings or other claims (except claims for benefits payable in the normal operation of Seller Benefit Plans), suits or other Proceedings against or involving any Seller Benefit Plan or asserting any rights or claims to benefits under any Seller Benefit Plan that could give rise to any material liability of Seller, nor is Seller aware of any facts that could reasonably be expected to give rise to any material liability of Seller in the event of any such investigation, claim, suit or Proceeding. (g) Each Seller Benefit Plan that is subject to the health care continuation requirements of Part 6 of Subtitle I of ERISA or Section 4980B of the controlled group Code (“COBRA”) has been administered in material compliance with such requirements. Except as disclosed on Schedule 2.7(g), no Seller Benefit Plan provides medical benefits to any current or future retired or terminated employee (or any dependent thereof) of companies Seller, other than as required pursuant to COBRA. (h) To the Knowledge of Seller, no “prohibited transaction” (as defined in Section 414 4975 of the CodeCode or Section 406 of ERISA) has occurred that includes involves the assets of any Seller (the "Controlled Group") Benefit Plan and that has not been satisfied in full, and no condition exists that presents a risk to could subject Seller, or any of its employees, or a trustee, administrator or other member fiduciary of any trusts created under any Seller Benefit Plan to the Tax or penalty on prohibited transactions imposed by Section 4975 of the Controlled Group Code or the sanctions imposed under Title I of incurring ERISA. (i) Except as set forth in Schedule 2.7(i), Seller is not a party to any labor contract, collective bargaining agreement, letter of understanding or any other arrangement, formal or informal, with any labor union or organization that obligates Seller to compensate the Seller Employees at prevailing rates or union scale, nor are any of the Seller Employees represented by any labor union or organization. Except as set forth in Schedule 2.7(i), there is no pending or, to the Knowledge of Seller, threatened labor dispute, work stoppage, unfair labor practice complaint, strike, administrative or court Proceeding or Order related to any of the foregoing, between Seller and any of their present or former employees (or a union), and Seller has no Knowledge of any facts that could reasonably be expected to give rise to the same. Except as set forth in Schedule 2.7(i), there is no pending or, to the Knowledge of Seller, threatened material Proceeding (except claims for benefits payable in the normal operation of Seller Benefit Plans) between Seller and any of the Seller Employees, and Seller has no Knowledge of facts that could reasonably be expected to give rise to any such a liability, other than liability for premiums due the PBGCProceeding.

Employees and Employee Benefits. (a) As used in this Agreement, “Seller is not a party to any labor or collective bargaining agreement. Within the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised. (b) Except as set forth on the attached "Employee Benefits Schedule," with respect to current or former employees of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability with respect to any Benefit Plans” means all (i) qualified defined contribution or defined “employee benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (plans” as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (the "Employee Pension Plans"); and (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any planall other incentive, policyprofit-sharing, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefitsstock option, bonus benefits or stock purchase, other equity-based compensation, incentive benefits or employment, compensation, severance benefits vacation or compensationother leave, "change of in control" (as set forth in Code Section 280G) benefits or compensation or any program, planretention, policy or arrangement which provides any supplemental retirement, severance, health, lifemedical, disability, accidentlife insurance, vacationwelfare, tuition reimbursement deferred compensation, fringe benefit and other employee compensation and benefit plans, programs, practices and agreements, written or other fringe benefits ("Other Plans"). Seller does not participate oral, in or contribute to and has not participated in each case established, maintained or contributed to to, by Seller or any multiemployer plan of its Affiliates and (x) that will (or will be required to) be established, maintained or contributed to, by Buyer on the Closing Date as defined in Section 3(37provided herein, (y) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to which any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal Business Employee is (or potential partial withdrawalwill be) from entitled to any Multiemployer Plan. Seller does not maintain benefit, or have any obligation to contribute to (or any other liability with respect toz) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to which any Plan currently or previously maintained by members Transferred Company has any liability. As used in this Agreement, the term “Business Employees” means (i) all active Listed Employees who are employees of the controlled group Transferred Companies immediately prior to the Closing and (ii) all Listed Employees who immediately prior to the Closing 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 companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller1993, or any other member approved leave of absence, or are union represented employees who have been laid off and have a right to recall that has not expired, but in either case, excluding all Retained Employees. The Seller Benefit Plans are set forth on Seller Schedule 4.10(a)(i), and those Seller Benefit Plans that are currently sponsored, maintained or contributed to solely by a Transferred Company (the “Company Plans”) are set forth on Seller Schedule 4.10(a)(ii). None of the Controlled Group of incurring such a liability, Seller Benefit Plans other than liability for premiums due the PBGCCompany Plans will be sponsored or maintained by a Transferred Company as of immediately prior to the Closing Date. With respect to each Seller Benefit Plan, Seller has made available to Buyer true and complete copies of all plan documents, summary plan descriptions, and any other documentation that is material to Buyer’s obligations under Section 6.6 or the Employee Matters Agreement.

Employees and Employee Benefits. (a) Seller is not a party RMT Partner has provided Parent access to (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 contracts, (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 by RMT Partner or any labor of its Subsidiaries for the benefit of any of their employees or collective bargaining agreement. Within their beneficiaries, or pursuant to which RMT Partner or any of its Subsidiaries may have any liability (collectively, the last two (2) years, Seller has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, work stoppage or slowdown pending or, to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised“RMT Partner Compensation And Benefit Plans”). (b) Except as set forth on the attached "Employee Benefits Schedule," RMT Partner has provided Parent access to true and correct copies of all RMT Partner Compensation and Benefit Plans, including all amendments thereto, and, with respect to current each of the RMT Partner 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 former employees inquiries by the Internal Revenue Service, the Department of SellerLabor or the Pension Benefit Guaranty Corporation, independent contractorswritten contracts, including administrative service agreements, group annuity contracts and group insurance contracts. (c) Except as has not had, or would not reasonably be expected to have, individually or in the spousesaggregate, beneficiaries or dependents thereofan RMT Partner MAE, Seller does not maintain each RMT Partner Compensation and Benefit Plan has not maintained, does not contribute to been and has not contributed to, does not have is being administered in accordance with the terms thereof and has not had any obligation to contribute to, all applicable Law. Each RMT Partner Compensation and does not have and has not had any liability or potential liability with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) Benefit Plan which are is an “employee pension benefit plans plan” (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any each such plan, policy, program or arrangement (whether or not terminateda “RMT Partner Pension Plan”) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits or compensation, severance benefits or compensation, "change of control" (as set forth in Code Section 280G) benefits or compensation or any program, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Plan, and Seller has not incurred any current or potential withdrawal liability as a result of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required is intended to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans"). (c) All Plans (and related trusts and insurance contracts) comply in form and in operation in all respects with the applicable requirements of ERISA and the Code and the Employee Pension Plans which are employee pension benefit plans (as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, Code is so qualified and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue Service, and to the Knowledge of RMT Partner, there are no circumstances which are reasonably likely to result in the revocation or denial of any such favorable determination letter. (d) Seller has not incurred Neither the execution or delivery of this Agreement nor the consummation of any liability to of the Pension Benefit Guaranty Corporation transactions contemplated by this Agreement will, either alone or in conjunction with any other event (the "PBGC"whether contingent or otherwise), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person solely with respect to RMT Partner Compensation and Benefit Plans (i) result in any Plan currently payment or previously maintained by members of the controlled benefit becoming due or payable, or required to be provided, to any current or former director, officer or group of companies employees of RMT Partner or any of its Subsidiaries, (as defined 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 414 280G of the Code. No RMT Partner 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) that includes Seller No RMT Partner 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 "Controlled Group"date of this Agreement, (i) that there has not been satisfied in fullany labor strike, work stoppage or lockout with respect to the business of RMT Partner and its Subsidiaries, (ii) neither RMT Partner nor Merger Sub has received written notice of any unfair labor practice charges against RMT Partner or any of its Subsidiaries that are pending before the National Labor Relations Board or any similar state, local or foreign Governmental Authority, and no condition exists that presents a risk to Seller(iii) neither RMT Partner nor Merger Sub has received written notice of any suits, actions or other proceedings in connection with the business of RMT Partner or any other member of its Subsidiaries that are pending before the Controlled Group Equal Employment Opportunity Commission or any similar state, local or foreign Governmental Authority responsible for the prevention of incurring unlawful employment practices, including under applicable employment standards and human rights laws, except, in the case of each of clauses (i), (ii) and (iii) above, for any such a liabilitymatters that have not had and would not reasonably be expected to have, other than liability for premiums due individually or in the PBGCaggregate, an RMT Partner MAE.

Employees and Employee Benefits. (ai) Seller As it relates to the Business, neither of the Sellers are engaged in any unfair labor practice and is not in violation of any applicable laws respecting employment and employment practices, terms and conditions of employment, or wages and hours which would have a Material Adverse Effect; (ii) There is no unfair labor practice complaint against either of the Sellers actually pending or threatened before the National Labor Relations Board or any similar state authority, as it relates to the Business which would have a Material Adverse Effect; (iii) There is no strike, labor dispute, slowdown, or stoppage actually pending or threatened against either of the Sellers, as it relates to the Business which would have a Material Adverse Effect; (iv) No union representation question exists respecting the employees of either of the Sellers, no union organizing activities are taking place and neither of the Sellers are a party to any labor collective bargaining or union agreement; (v) No grievance that might have a Material Adverse Effect on the Assets, nor any arbitration proceeding arising out of or under any collective bargaining agreement. Within , as it relates to the last two Assets or the Business, is pending and no claims therefor exist; and (2vi) years, Seller Neither of the Sellers has not experienced any union organization attempts, general labor disputes or work stoppages or slowdowns due to labor disagreements. There is no labor strike, general labor dispute, material work stoppage or slowdown pending orother material labor difficulty, as it relates to Seller's Knowledge, threatened. There is no request for representation pending and no question concerning representation has been raised.the Business; (b) Except The Exception Schedule lists each employee benefit plan as set forth on defined in Section 3(3) of ERISA of each of the attached Sellers covering any employee or former employee of the Business (an "Employee Benefits Schedule," with respect to current Benefit Plan"). The Exception Schedule hereto lists each employment or severance contract or arrangement, each plan or arrangement providing for insurance coverage, severance, termination or similar coverage and all written compensation policies and practices maintained by either of the Sellers covering any employee or former employees employee of Seller, independent contractors, or the spouses, beneficiaries or dependents thereof, Seller does Business and that is not maintain and has not maintained, does not contribute to and has not contributed to, does not have and has not had any obligation to contribute to, and does not have and has not had any liability or potential liability an Employee Benefit Plan (a "Benefit Arrangement"); (c) There is no unfunded prior service cost with respect to any (i) qualified defined contribution or defined benefit plans or arrangements (whether or not terminated) which are employee pension benefit plans (as defined in Section 3(2) of ERISA) (the "Employee Pension Plans"); (ii) any ongoing or terminated funded or unfunded employee welfare benefit plans (as defined in Section 3(1) of ERISA) ("Employee Welfare Plans"); or (iii) any planbonus, policy, program or arrangement (whether or not terminated) which provides nonqualified deferred compensation benefits, bonus benefits or compensation, incentive benefits pension, profit-sharing, retirement, or other employee benefit or fringe benefit plans, whether formal or informal, maintained by either of the Sellers and relating to the Business. Each bonus, deferred compensation, severance benefits or compensationpension, "change of control" (as set forth in Code Section 280G) benefits or compensation or any programprofit sharing, plan, policy or arrangement which provides any health, life, disability, accident, vacation, tuition reimbursement or other fringe benefits ("Other Plans"). Seller does not participate in or contribute to and has not participated in or contributed to any multiemployer plan (as defined in Section 3(37) of ERISA) ("Multiemployer Plan") nor does Seller have any other liability with respect to any Multiemployer Planretirement, and Seller has not incurred any current other employee benefit or potential withdrawal liability as a result fringe benefit plans, whether formal or informal, maintained by either the Sellers and relating to the Business conforms to all applicable requirements of a complete or partial withdrawal (or potential partial withdrawal) from any Multiemployer Plan. Seller does not maintain or have any obligation to contribute to (or any other liability with respect to) any funded or unfunded Employee Welfare Plan, Multiemployer Plan or Other Plan which provides post-retirement health, accident or life insurance benefits to current or former employees, current or former independent contractors, current or future retirees, their spouses, dependents or beneficiaries, other than limited medical benefits required to be provided to former employees, their spouses and other dependents under Code Section 4980B or similar provision the Employees Retirement Income Security Act of state law. (Any Employee Pension Plan, any Employee Welfare Plan, any Other Plan and any Multiemployer Plan shall be referred to herein collectively as the "Plans").1974; (cd) All Plans (and related trusts and insurance contracts) comply Each Employee Benefit Plan is in form and in operation in all respects compliance with the applicable requirements of ERISA and the Code and Code; and (e) The Sellers have each provided adequate accruals for all employee benefits relating to the Employee Pension Plans which are employee pension benefit plans (Business payable as defined in section 3(2) of ERISA) meet the requirements of "qualified plans" under Section 401(a) of the Code, and each such Employee Pension Plan has received a favorable determination letter from the Internal Revenue ServiceClosing Date. (d) Seller has not incurred any liability to the Pension Benefit Guaranty Corporation (the "PBGC"), the Internal Revenue Service, the Department of Labor, any other governmental agency, any Multiemployer Plan or any Person with respect to any Plan currently or previously maintained by members of the controlled group of companies (as defined in Section 414 of the Code) that includes Seller (the "Controlled Group") that has not been satisfied in full, and no condition exists that presents a risk to Seller, or any other member of the Controlled Group of incurring such a liability, other than liability for premiums due the PBGC.