Common use of Employees; Benefits Clause in Contracts

Employees; Benefits. (a) Schedule 3.15(a) sets forth a list of the name, age, position, rate of compensation and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each of the Garland Business Employees. (b) As of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiaries, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller or its subsidiaries has any liability or potential liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member of the controlled group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of the Code, of which the Seller or a subsidiary is a member. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the term “Plans” shall mean: (i) employee benefit plans as defined in Section 3(3) of ERISA, whether or not funded and whether or not terminated; (ii) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and (iv) personnel policies or fringe benefit plans, policies, programs and arrangements, whether or not subject to ERISA, whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans, in each case of clauses (i) through (iv) solely to the extent related to the Garland Business Employees.

Employees; Benefits. (a) Schedule 3.15(a) sets forth a list With respect to the employees of the nameAcquired Companies (excluding unionized employees) (the "Employees"), ageexcept as otherwise specified herein, positionSUG agrees as follows: (1) To assume and maintain for their term all employment and change in control agreements of PVY in effect as of the Effective Time; (2) During the 24 months immediately following the Closing Date, rate to maintain for the Employees who continue their service with SUG or any Subsidiary of compensation SUG base salary levels, bonus opportunity levels and overall employee benefits (other than the 1989 Stock Option Plan, the 1989 Non-Employee Director Stock Option Plan, the Non-Employee Director Stock Plan, the 1998 Performance Share Plan, the Restricted Stock Incentive Plan and the Employee Stock Purchase Plan, all of which shall be terminated as of the Closing Date) that are no less favorable in the aggregate than those currently provided to Employees generally, except for any incentive compensation arrangementschanges made to comply with applicable law or tax qualification nondiscrimination rules; provided, bonuses however, that (i) during such 24-month period, all PVY qualified and non-qualified defined benefit pension plans shall be maintained without adverse amendment or commissions modification, except for any changes made to comply with applicable law or, in the case of the PVY tax-qualified defined benefit plan, tax qualification nondiscrimination rules; and (ii), with respect to any severance from employment occurring during such 24-month period, to provide severance benefits to such Employees on a basis no less favorable than would otherwise be provided to such Employees under the applicable severance pay plans of PVY as in effect on the date of this Agreement. After the 24 months immediately following the Closing Date, SUG agrees to maintain during the next 24-month period, for Employees who continue their service with SUG or fringe any Subsidiary of SUG, base salary levels, bonus opportunity and overall employee benefits that are appropriate for the market given SUG's financial circumstances, the industry in which it operates, and regulatory considerations. Nothing in this Agreement shall restrict, limit or other benefitsinterfere with the ability (after the Closing Date) of SUG to terminate, amend or replace any particular agreement, plan or program, or terminate the employment of any person, provided that the requirements of this Section 6.2(b)(2) are otherwise satisfied. (3) For purposes of eligibility, vesting and benefit accrual under all benefit plans provided to the Employees after the Closing Date, SUG will recognize the tenure of employment, as recognized by the Acquired Companies as of the Closing Date. (4) All vacation time earned by the Employees prior to the Closing Date must be taken by the end of the calendar year in which the Closing Date occurs, except where the Employee is requested by PVY or SUG to forego their vacation for business-related reasons. For purposes of awarding vacation time at the beginning of each calendar year following the Closing Date, SUG will recognize the tenure of employment, as recognized by the Acquired Company as of the Closing Date. (5) SUG will permit each of the Garland Business EmployeesEmployees to carry forward all days of sick leave accrued prior to the Closing Date. (b6) As Effective immediately following the Closing Date, each Employee who satisfies the eligibility criteria used by SUG for similarly situated employees of SUG shall be eligible for awards under SUG's Long-Term Incentive Stock Option Plan. SUG represents that, as of the date of this Agreement, such plan is the only plan in which SUG employees actively participate which provides benefits in the form of SUG capital stock, other than the SUG Employee Stock Purchase Plan or SUG tax-qualified or supplemental retirement plans. (7) For a five (5) year period from the Closing Date, SUG agrees to provide retiree medical plan coverage which is substantially comparable to the coverage under the PVY retiree medical plan as of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, subject to SUG's right to adjust copayment and cost sharing provisions (which may be continued in the same proportions to the knowledge PVY-provided portions of cost) to any former Employee (and his or her eligible dependents) who is currently receiving such benefits thereunder, or any active Employee (and his or her eligible dependents) who would be eligible for such benefits if he or she retired on the Closing Date (or who, within five (5) years of the SellerClosing Date, threatened, by or between the Seller retires and any employee of the Garland Business Employeesis eligible to receive benefits thereunder). (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiaries, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller or its subsidiaries has any liability or potential liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member of the controlled group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of the Code, of which the Seller or a subsidiary is a member. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the term “Plans” shall mean: (i) employee benefit plans as defined in Section 3(3) of ERISA, whether or not funded and whether or not terminated; (ii) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and (iv) personnel policies or fringe benefit plans, policies, programs and arrangements, whether or not subject to ERISA, whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans, in each case of clauses (i) through (iv) solely to the extent related to the Garland Business Employees.

Employees; Benefits. (a) Schedule 3.15(a) 3.11.1 sets forth a list of the name, age, position, rate of compensation and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each of person who is employed by the Garland Business Employees. (b) As of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and in any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) capacity. Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d)3.11.2, there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiariesSeller, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller or its subsidiaries has any material liability or potential material liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member of the controlled group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of the Internal Revenue Code (the "Code"), of which the Seller or a subsidiary is a membermember to the extent Seller has any potential material liability with respect to such Plans. Each Plan contributed toFor purposes of this Agreement, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered term "Plans" shall mean: (a) employee benefit plans as defined in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”"). For purposes of this Agreement, the term “Plans” shall mean: (i) employee benefit plans as defined in Section 3(3) of ERISA, whether or not funded and whether or not terminatedfunded; (iib) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and (ivc) personnel policies or fringe benefit plans, policies, programs and arrangements, whether or not subject to ERISA, and whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans. Each Plan and all related trusts, insurance contracts and funds have been maintained, funded and administered in compliance in all respects with all applicable laws and regulations, including, but not limited to, ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code, and each case of clauses trust (iif any) through (iv) solely forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the extent qualification under the Code of such Plan and the tax-exempt status of such related trust, and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. Seller does not now, nor has it ever, sponsored, maintained or made contributions to a defined benefit plan (as such term is defined in Section 3(35) of ERISA) (a "Defined Benefit Plan"), or any Plan which is subject to the Garland minimum funding requirements of Section 412 of the Code or the requirements of Title IV of ERISA. No underfunded Defined Benefit Plan has been, during the five years preceding the Closing Date, transferred out of the controlled group of companies (within the meaning of Sections 414(b), (c) and (m) of the Code) of which Seller is a member or was a member during such five-year period. Absence of Changes. Except as set forth on Schedule 3.12, since December 31, 2001, Seller has conducted the operations of the Business Employeesonly in the ordinary course, and has not: Suffered any damage to any material asset of the Business, whether or not covered by insurance; Sold or disposed of any assets used in the operation of the Business other than in the ordinary course; Made any general wage increase for its employees as a group; Amended or terminated any Assumed Contract, or amended or terminated any other material contract other than in the ordinary course; Incurred any obligation or liability, except normal trade or business obligations incurred in the ordinary course of business; Introduced any new method of management, operations or accounting other than in the ordinary course; Suffered any Material Adverse Effect, or any other event that might reasonably be expected to have a Material Adverse Effect; or Agreed, whether in writing or otherwise, to take any action described in this Section.

Employees; Benefits. (ai) Schedule 3.15(a) sets forth a list All material benefit, employment, retention, transaction, severance, change in control and compensation plans, contracts, policies or arrangements covering current or former employees of the name, age, position, rate of compensation Company and any incentive compensation arrangements, bonuses its Subsidiaries (the “Employees”) and current or commissions or fringe or other benefits, of each former directors of the Garland Business Employees. (b) As Company or any of the date hereofits Subsidiaries, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiaries, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller Company or any of its subsidiaries has Subsidiaries could have any liability or potential liability, whether direct or indirectincluding, including all Plans contributed but not limited to, maintained or sponsored by each member of the controlled group of companies, “employee benefit plans” within the meaning of Sections 414(b), 414(c), and 414(mSection 3(3) of the Code, of which the Seller or a subsidiary is a member. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) ), and deferred compensation, severance, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “Benefit Plans”), are listed on Schedule 2.2(h), and each Benefit Plan which has received a favorable opinion letter from the Internal Revenue Service National Office has been separately identified. True and complete copies of all Benefit Plans listed on Schedule 2.2(h) have been made available to the Representative. (ii) To the Knowledge of the Company, all Benefit Plans, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”) (collectively, “Company Benefit Plans”) are in compliance in all material respects with their terms and ERISA, the Code and other applicable Laws. Each Company Benefit Plan which is subject to ERISA (an “ERISA Plan”) that is an “employee pension benefit plan” within the meaning of 1986Section 3(2) of ERISA intended to be qualified under Section 401(a) of the Code, as amended has received a favorable determination letter from the Internal Revenue Service (the “IRS”) covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and to the Knowledge of the Company, no circumstances exist which are likely to result in the loss of the qualification of such Company Benefit Plan under Section 401(a) of the Code. No Benefit Plan which is a Multiemployer Plan is insolvent or is in reorganization within the meaning of Part 3 of Subtitle E of Title IV of ERISA and to the Company’s Knowledge no condition exists which presents a risk of any Multiemployer Plan becoming insolvent or going into reorganization. Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (iii) No material liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated Company Benefit Plan or with respect to the single-employer plan of any entity which is considered one employer with the Company or any of its Subsidiaries under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). For purposes Other than the Company and its Subsidiaries, neither the Company nor any of this Agreement, the term “Plans” shall mean: its Subsidiaries has any ERISA Affiliates nor any liability with respect to any entity that previously was an ERISA Affiliate. The Company and its Subsidiaries have not incurred and do not expect to incur any material withdrawal liability with respect to a Multiemployer Plan under Subtitle E of Title IV of ERISA (i) employee benefit plans as defined in Section 3(3) regardless of ERISA, whether or not funded and whether or not terminated; (ii) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and based on contributions of an ERISA Affiliate). (iv) personnel policies or fringe benefit plansAs of the date hereof, policiesthere is no material pending or, programs and arrangements, whether or not subject to ERISA, whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans, in each case of clauses (i) through (iv) solely to the extent related Knowledge of the Company threatened, litigation or dispute relating to the Garland Business Employees.Benefit Plans or by an Employee against the Company or any of its Subsidiaries, other than routine claims for

Employees; Benefits. (a) Schedule 3.15(a) sets forth a list of the name4.16 lists all pension, ageretirement, positionprofit sharing, rate of compensation deferred compensation, employee stock ownership, stock option, severance, bonus, commission, incentive, life insurance, health and any incentive compensation arrangements, bonuses benefit plans or commissions or fringe or other benefits, of each of the Garland Business Employees. (b) As of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed toarrangements established, maintained or sponsored adopted by Seller that are currently in force ("Benefit Arrangements"). Complete, accurate copies of all documents relating to the Seller establishment, terms or its subsidiaries, funding of such Benefit Arrangements (including contracts or agreements with trustees and insurance companies) have been provided to which Purchaser. No accumulated funding deficiency exists and no waiver of the Seller or its subsidiaries is obligated to contribute or minimum funding standards of Section 412 of the Code has been requested with respect to which the Seller or its subsidiaries has any liability or potential liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member a Pension Plan (as defined in Section 3(2) of ERISA) that is subject to Section 412 of the controlled group Code. Seller has received no notice of companies, a claim of "withdrawal liability" as defined in Section 4201 of ERISA. No employee Benefit Plan (within the meaning of Sections 414(b), 414(c), and 414(mSection 3(3) of ERISA) has engaged or become involved in a prohibited transaction (as defined in Section 406 of ERISA or Section 4975 of the Code, ) to which an exemption did not apply. No Welfare Plan (as defined is Section 3(1) of which ERISA) provides benefits for former employees or their dependents except as required by Section 4980B of the Seller or a subsidiary is a memberCode. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries Benefit Arrangement has been and is maintained, funded operated and administered in all material respects in compliance with its terms and any related documents or agreements, and in all material respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited the due submission of all required filings and reports. To the Seller's Knowledge, there is no pending or threatened assessment, complaint, proceeding, or investigation of any kind with respect to any Benefit Arrangement, or any material claims for benefits or expenses under such arrangements. With respect to each of the Employee Retirement Income Security Act Benefit Plans, Seller has delivered to Purchaser true and complete copies of 1974, as amended (“ERISA”) and each of the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the term “Plans” shall meanfollowing documents: (i) employee benefit plans as defined in Section 3(3) a copy of ERISA, whether or not funded and whether or not terminatedthe plan (including all amendments thereto); (ii) employment agreementsa copy of the annual report, if required under ERISA, with respect to the plan for the last two years; (iii) a copy of the Collective Bargaining Agreement and all obligations thereunderactuarial report, and if required under ERISA, with respect to the plan for the last two years; (iv) personnel policies or fringe benefit plansa copy of the most recent Summary Plan Description, policiestogether with each Summary of Material Modification, programs and arrangements, whether or not subject to if required under ERISA, whether or not fundedwith respect to the plan, and whether all material employee communications relating to such plan; (v) if the plan is funded through a trust or not terminatedany third party funding vehicle, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive a copy of the trust or other funding agreement (including all amendments thereto) and health, disability and welfare plans, in each case of clauses the latest financial statements thereof; (ivi) through (iv) solely all contracts relating to the extent related plan, including without limitation service provider agreements, insurance contracts, investment management agreements, subscription and participation agreements and record keeping agreements; and (vii) the most recent determination letter received from the IRS with respect to the Garland Business Employeesplan, if any. Each Employee Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified, and each trust maintained in connection with such plan is exempt from tax under Section 501(a) of the Code.

Employees; Benefits. (a) Schedule 3.15(a) sets forth a list All material benefit, employment, retention, transaction, severance, change in control and compensation plans, contracts, policies or arrangements covering current or former employees of the name, age, position, rate of compensation Company and any incentive compensation arrangements, bonuses its Subsidiaries (the “Employees”) and current or commissions or fringe or other benefits, of each former directors of the Garland Business Employees. (b) As Company or any of the date hereofits Subsidiaries, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiaries, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller Company or any of its subsidiaries has Subsidiaries could have any liability or potential liability, whether direct or indirectincluding, including all Plans contributed but not limited to, maintained or sponsored by each member of the controlled group of companies, “employee benefit plans” within the meaning of Sections 414(b), 414(c), and 414(mSection 3(3) of the Code, of which the Seller or a subsidiary is a member. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) ), and deferred compensation, severance, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans (the “Benefit Plans”), are listed on Schedule 4.8(a), and each Benefit Plan which has received a favorable opinion letter from the Internal Revenue Service National Office has been separately identified. True and complete copies of all Benefit Plans listed on Schedule 4.8(a) have been made available to Buyer. (b) To the Knowledge of the Company, all Benefit Plans, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA (each, a “Multiemployer Plan”) (collectively, “Company Benefit Plans”) are in compliance in all material respects with their terms and ERISA, the Code and other applicable Laws. Each Company Benefit Plan which is subject to ERISA (an “ERISA Plan”) that is an “employee pension benefit plan” within the meaning of 1986Section 3(2) of ERISA intended to be qualified under Section 401(a) of the Code, as amended has received a favorable determination letter from the Internal Revenue Service (the “IRS”) covering all tax law changes prior to the Economic Growth and Tax Relief Reconciliation Act of 2001 or has applied to the IRS for such favorable determination letter within the applicable remedial amendment period under Section 401(b) of the Code, and to the Knowledge of the Company, no circumstances exist which are likely to result in the loss of the qualification of such Company Benefit Plan under Section 401(a) of the Code. No Benefit Plan which is a Multiemployer Plan is insolvent or is in reorganization within the meaning of Part 3 of Subtitle E of Title IV of ERISA and to the Company’s Knowledge no condition exists which presents a risk of any Multiemployer Plan becoming insolvent or going into reorganization. Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (c) No material liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company or any of its Subsidiaries with respect to any ongoing, frozen or terminated Company Benefit Plan or with respect to the single-employer plan of any entity which is considered one employer with the Company or any of its Subsidiaries under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”). For purposes Other than the Company and its Subsidiaries, neither the Company nor any of its Subsidiaries has any ERISA Affiliates nor any liability with respect to any entity that previously was an ERISA Affiliate. The Company and its Subsidiaries have not incurred and do not expect to incur any material withdrawal liability with respect to a Multiemployer Plan under Subtitle E of Title IV of ERISA (regardless of whether based on contributions of an ERISA Affiliate). (d) As of the date hereof, there is no material pending or, to the Knowledge of the Company threatened, litigation or dispute relating to the Benefit Plans or by an Employee against the Company or any of its Subsidiaries, other than routine claims for benefits. No Benefit Plan is under audit, investigation or similar proceeding by the IRS, the Department of Labor, the Pension Benefit Guarantee Corporation or any other Governmental Entity and, to the Knowledge of the Company, no such audit, investigation or proceeding is pending. Neither the Company nor any of its Subsidiaries has any obligations for retiree health or life benefits under any ERISA Plan or collective bargaining agreement or has obligations to any Employee (either individually or Employees as a group) that such Employee(s) would be provided with such retiree health or life benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code. (e) Neither the execution and delivery of this Agreement, nor the term “Plans” shall mean: consummation of the transactions contemplated hereby will (ix) employee benefit plans as defined entitle any Employees to severance pay or any material increase in Section 3(3severance pay upon any termination of employment after the date hereof, or (y) accelerate the time of payment or vesting, or result in any payment or funding (through a grantor trust or otherwise) of ERISAcompensation or benefits under, whether or not funded and whether increase the amount payable, or not terminated; result in any other material obligation pursuant to, any of the Benefit Plans or (iiz) employment agreements; result in the triggering or imposition of any restrictions or limitation on the right of the Company or any of its Subsidiaries to amend or terminate any Benefit Plan. Except as set forth on Schedule 4.8(e), no payment or benefit which will or may be made by Buyer, the Company or any of its Subsidiaries with respect to any Employee will be characterized as an “excess parachute payment,” within the meaning of Section 280G(b)(1) of the Code. (iiif) Except for such Benefit Plans set forth on Schedule 4.8(f), none of the Collective Bargaining Agreement and all obligations thereunderBenefit Plans, and (iv) personnel policies if administered in accordance with their terms, could result in the imposition of interest or fringe benefit plans, policies, programs and arrangements, whether or not subject an additional tax on any participant thereunder pursuant to ERISA, whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans, in each case Section 409A of clauses (i) through (iv) solely to the extent related to the Garland Business EmployeesCode.

Employees; Benefits. (a) Schedule 3.15(a) 3.11.1 sets forth a list of the name, age, position, rate of compensation and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each of person who is employed by the Garland Business Employees. (b) As of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and in any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) capacity. Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d)3.11.2, there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiariesSeller, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller or its subsidiaries has any material liability or potential material liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member of the controlled group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of the CodeInternal Revenue Code (the "CODE"), of which the Seller or a subsidiary is a membermember to the extent Seller has any potential material liability with respect to such Plans. Each Plan contributed toFor purposes of this Agreement, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered term "PLANS" shall mean: (a) employee benefit plans as defined in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”"). For purposes of this Agreement, the term “Plans” shall mean: (i) employee benefit plans as defined in Section 3(3) of ERISA, whether or not funded and whether or not terminatedfunded; (iib) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and (ivc) personnel policies or fringe benefit plans, policies, programs and arrangements, whether or not subject to ERISA, and whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans. Each Plan and all related trusts, insurance contracts and funds have been maintained, funded and administered in compliance in all respects with all applicable laws and regulations, including, but not limited to, ERISA and the Code. Each Plan that is intended to be qualified under Section 401(a) of the Code, and each case of clauses trust (iif any) through (iv) solely forming a part thereof, has received a favorable determination letter from the Internal Revenue Service as to the extent qualification under the Code of such Plan and the tax-exempt status of such related trust, and nothing has occurred since the date of such determination letter that could adversely affect the qualification of such Plan or the tax-exempt status of such related trust. Seller does not now, nor has it ever, sponsored, maintained or made contributions to a defined benefit plan (as such term is defined in Section 3(35) of ERISA) (a "DEFINED BENEFIT PLAN"), or any Plan which is subject to the Garland Business Employeesminimum funding requirements of Section 412 of the Code or the requirements of Title IV of ERISA. No underfunded Defined Benefit Plan has been, during the five years preceding the Closing Date, transferred out of the controlled group of companies (within the meaning of Sections 414(b), (c) and (m) of the Code) of which Seller is a member or was a member during such five-year period.

Employees; Benefits. (a) Schedule 3.15(a) sets forth a list of the name, age, position, rate of compensation and any incentive compensation arrangements, bonuses or commissions or fringe or other benefits, of each of the Garland Business Employees. (b) As of the date hereof, there are no claims, disputes, charges, actions, grievances or disciplinary actions pending or, to the knowledge of the Seller, threatened, by or between the Seller and any employee of the Garland Business Employees. (c) The most recent written employee policies and manuals of the Garland Business have been made available to the Buyer. (d) Except for Plans associated with the Collective Bargaining Agreement and except as set forth on Schedule 3.15(d), there are no Plans, as defined below, contributed to, maintained or sponsored by the Seller or its subsidiaries, to which the Seller or its subsidiaries is obligated to contribute or with respect to which the Seller or its subsidiaries has any liability or potential liability, whether direct or indirect, including all Plans contributed to, maintained or sponsored by each member of the controlled group of companies, within the meaning of Sections 414(b), 414(c), and 414(m) of the Code, of which the Seller or a subsidiary is a member. Each Plan contributed to, maintained or sponsored by the Seller or its subsidiaries has been maintained, funded and administered in compliance in all respects with its own terms and in compliance in all respects with all applicable laws and regulations, including but not limited to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and the Internal Revenue Code of 1986, as amended (the “Code”). For purposes of this Agreement, the term “Plans” shall mean: (i) employee benefit plans as defined in Section 3(3) of ERISA, whether or not funded and whether or not terminated; (ii) employment agreements; (iii) the Collective Bargaining Agreement and all obligations thereunder, and (iv) personnel policies or fringe benefit plans, policies, programs and arrangements, whether or not subject to ERISA, whether or not funded, and whether or not terminated, including, without limitation, stock bonus, deferred compensation, pension, severance, bonus, vacation, travel, incentive and health, disability and welfare plans, in each case of clauses (i) through (iv) solely to the extent related to the Garland Business Employees.;