Common use of Employees; Employee Benefit Plans; ERISA Clause in Contracts

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Financial Statements and paid when due. All material obligations of Tehama or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a whole. None of Tehama or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary which are not terminable by Tehama or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 11246, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama has delivered as Schedule 3.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries Seller for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued on the Seller Financial Statements for the periods covered thereby on the Tehama Financial Statements and paid when due. All Except as disclosed on Schedule 3.21.1, all material obligations of Tehama or its SubsidiariesSeller, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective its directors, officers, employees or agents have been properly accrued on the Tehama Seller Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there There are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, or attempts to unionize or controversies threatened between Tehama Seller or any Subsidiary or Affiliate and or of its Affiliates and/or relating to, to any of their its employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a wholeSeller. None of Tehama or any Subsidiary Seller is not a party to any collective bargaining agreement with respect to any of their its employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary Seller is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Seller which are not terminable by Tehama or such Subsidiary Seller without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama Seller Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary Seller is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have Seller has materially complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama Seller has delivered as Schedule 33.21.2 a complete list of: (a) All current employees of Seller together with each employee’s tenure with Seller, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee; and (b) All Employee Plans and Benefit Arrangements (as defined in Sections 3.21.3 and 3.21.4 hereof), including all plans or practices providing for current compensation or accruals for active employees, including, but not limited to, all employee benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. 3.21.3 Except as disclosed on Schedule 3.21.3, Seller does not maintain, administer or otherwise contribute to any “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to any provisions of ERISA and covers any employee, whether active or retired, of Seller or any of its Subsidiaries (any such plan being herein referred to as an “Employee Plan”). True and complete copies of each such Employee Plan, including amendments thereto, have been previously delivered or made available to Company, together with (i) all agreements regarding plan assets with respect to such Employee Plans, (ii) a true and complete copy of the annual reports for the most recent three years (Form 5500 Series including, if applicable, Schedules A and B thereto) prepared in connection with any such Employee Plan, (iii) a true and complete copy of the actuarial valuation reports for the most recent three years, if any, prepared in connection with any such Employee Plan covering any active employee of Seller or its Subsidiaries, (iv) a copy of the most recent summary plan description of each such Employee Plan, together with any modifications thereto, and (v) a copy of the most recent favorable determination letter (if applicable) from the Internal Revenue Service for each Employee Plan. None of the Employee Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412(c) of the IRC, and Seller has not been obligated to make a contribution to any such multiemployer or multiple employer plan within the past five years. None of the Employee Plans of Seller is, or for the last five years has been, subject to Title IV of ERISA. Each Employee Plan that is intended to be qualified under Section 401(a) of the IRC is so qualified and each trust maintained pursuant thereto is exempt from income tax under Section 501(a) of the IRC, and Seller is not aware of any fact which has occurred that would cause the loss of such qualification or exemption. 3.21.4 Except as disclosed on Schedule 3.21.4, Seller does not maintain (other than base salary and base wages) any form of current or deferred compensation, bonus, stock option, stock appreciation right, severance pay, salary continuation, retirement or incentive plan or arrangement for the benefit of any director, officer or employee, whether active or retired, of Seller or for any class or classes of such directors, officers or employees. Except as disclosed on Schedule 3.21.4, Seller does not maintain any group or individual health insurance, welfare or similar plan or arrangement for the benefit of any director, officer or employee of Seller, whether active or retired, or for any class or classes of such directors, officers or employees. Any such plan or arrangement described in this Section 3.21.4, copies of which have been delivered or made available to Company, shall be herein referred to as a “Benefit Arrangement.” 3.21.5 To Seller’s Knowledge, all Employee Plans and Benefit Arrangements are operated in material compliance with the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules or regulations currently in effect, including but not limited to ERISA and the IRC, applicable to such plans or arrangements, and plan documents relating to any such plans or arrangement materially comply with or will be amended to materially comply with applicable legal requirements. Neither Seller, nor any Employee Plan nor any trusts created thereunder, nor any trustee, administrator nor any other fiduciary thereof has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, that could subject Seller, Company, or Bank to liability under Section 409 or 502(i) of ERISA or Section 4975 of the IRC or that would adversely affect the qualified status of such plans; each “plan official” within the meaning of Section 412 of ERISA of each Employee Plan is bonded to the extent required by such Section 412; with respect to each Employee Plan, to Seller’s Knowledge, no employee of Seller, nor any fiduciary of any Employee Plan, has engaged in any breach of fiduciary duty as defined in Part 4 of Subtitle B of Title I of ERISA which could subject Seller or any of its Subsidiaries to liability if Seller or any such Subsidiary is obligated to indemnify such Person against liability. Except as disclosed on Schedule 3.21.5, Seller has not failed to make any material contribution or pay any amount due and owing as required by law or the terms of any Employee Plan or Benefit Arrangement. 3.21.6 Except as set forth on Schedule 3.21.6, no Employee Plan or Benefit Arrangement has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes, interest or penalty other than liability for claims arising in the course of the administration of each such Employee Plan. Except as set forth on Schedule 3.21.6, to Seller’s Knowledge there is no pending or threatened legal action, proceeding or investigation against any Employee Plan that could result in material liability to such Employee Plan, other than routine claims for benefits, and there is no basis for any such legal action, proceeding or investigation. 3.21.7 To Seller’s Knowledge, each Benefit Arrangement which is a group health plan (within the meaning of such term under IRC Section 4980B(g)(2)) materially complies and has materially complied with the requirements of Section 601 through 608 of ERISA or Section 4980B of the IRC governing continuation coverage requirements for employee-provided group health plans. 3.21.8 Except as disclosed on Schedule 3.21.8, Seller does not maintain any Employee Plan or Benefit Arrangement pursuant to which any benefit or other payment will be required to be made by Seller or its Affiliates or pursuant to which any other benefit will accrue or vest in any director, officer or employee of Seller or its Affiliates, in either case as a result of the consummation of the transactions contemplated by this Agreement or the Merger Agreement.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries BMC for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama BMC Financial Statements and paid when due. All material obligations of Tehama or its SubsidiariesBMC, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama BMC Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaBMC, attempts to unionize or controversies threatened between Tehama or any Subsidiary BMC or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a wholeBMC. None of Tehama or any Subsidiary BMC is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary BMC is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary BMC which are not terminable by Tehama or such Subsidiary BMC without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama BMC Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary BMC is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have materially BMC has complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama BMC has delivered as Schedule 33.21.2 a complete list of: (a) All current employees of BMC together with each employee’s tenure with BMC, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee; and (b) All Employee Plans and Benefit Arrangements, including all plans or practices providing for current compensation or accruals for active employees, including, but not limited to, all employee benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, vacation or sick pay, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. 3.21.3 Except as disclosed on Schedule 3.21.3, BMC does not maintain, administer or otherwise contribute to any “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to any provisions of ERISA and covers any employee, whether active or retired, of BMC (any such plan being herein referred to as an “Employee Plan”). True and complete copies of each such Employee Plan, including amendments thereto, have been previously delivered or made available to CVCB, together with (i) all agreements regarding plan assets with respect to such Employee Plans, (ii) a true and complete copy of the annual reports for the most recent three years (Form 5500 Series including, if applicable, Schedules A and B thereto) prepared in connection with any such Employee Plan, (iii) a true and complete copy of the actuarial valuation reports for the most recent three years, if any, prepared in connection with any such Employee Plan covering any active employee of BMC or its Subsidiaries, (iv) a copy of the most recent summary plan description of each such Employee Plan, together with any modifications thereto, and (v) a copy of the most recent favorable determination letter (if applicable) from the Internal Revenue Service for each Employee Plan. None of the Employee Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412(c) of the IRC, and BMC has not been obligated to make a contribution to any such multiemployer or multiple employer plan within the past five years. None of the Employee Plans of BMC is, or for the last five years has been, subject to Title IV of ERISA. Each Employee Plan which is intended to be qualified under Section 401(a) of the IRC is so qualified and each trust maintained pursuant thereto is exempt from income tax under Section 501(a) of the IRC, and BMC is not aware of any fact which has occurred which would cause the loss of such qualification or exemption. Except as disclosed in Schedule 3.21.3, there are no Employee Plans or Benefit Arrangements as to which, after the Closing, CVCB will be required to make any contributions or with respect to which CVCB shall have any material obligation or liability on behalf of any of the current employees of BMC, or which CVCB will not be able to terminate prior to or immediately after the Closing in accordance with their terms and ERISA. 3.21.4 Except as disclosed in Schedule 3.21.4, BMC does not maintain (other than base salary and base wages) any form of current or deferred compensation, bonus, stock option, stock appreciation right, severance pay, salary continuation, retirement or incentive plan or arrangement for the benefit of any director, officer or employee, whether active or retired, of BMC or for any class or classes of such directors, officers or employees. Except as disclosed in Schedule 3.21.4, BMC does not maintain any group or individual health insurance, welfare or similar plan or arrangement for the benefit of any director, officer or employee of BMC, whether active or retired, or for any class or classes of such directors, officers or employees. Any such plan or arrangement described in this Section 3.21.4, copies of which have been delivered or made available to CVCB, shall be herein referred to as a “Benefit Arrangement.” 3.21.5 All Employee Plans and Benefit Arrangements are operated in material compliance with the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules or regulations currently in effect, including but not limited to ERISA and the IRC, applicable to such plans or arrangements, and plan documents relating to any such plans or arrangements, materially comply with or will be amended to materially comply with applicable legal requirements. Neither BMC, nor any Employee Plan, nor any trusts created thereunder, nor any trustee, administrator nor any other fiduciary thereof, has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, that could subject BMC, CVCB or CVC Bank to liability under Section 409 or 502(i) of ERISA or Section 4975 of the IRC or that would adversely affect the qualified status of such plans; each “plan official” within the meaning of Section 412 of ERISA of each Employee Plan is bonded to the extent required by such Section 412; with respect to each Employee Plan, to BMC’s Knowledge, no employee of BMC, nor any fiduciary of any Employee Plan, has engaged in any breach of fiduciary duty as defined in Part 4 of Subtitle B of Title I of ERISA which could subject BMC to liability if BMC is obligated to indemnify such Person against liability. Except as disclosed in Schedule 3.21.5, BMC has not failed to make any material contribution or pay any amount due and owing as required by law or the terms of any Employee Plan or Benefit Arrangement. 3.21.6 Except as set forth on Schedule 3.21.6, no Employee Plan or Benefit Arrangement has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes, interest or penalty other than liability for claims arising in the course of the administration of each such Employee Plan. Except as set forth on Schedule 3.21.6, there is no pending or, or to BMC’s knowledge, threatened legal action, proceeding or investigation against any Employee Plan which could result in material liability to such Employee Plan, other than routine claims for benefits, and there is no basis for any such legal action, proceeding or investigation. 3.21.7 Each Benefit Arrangement which is a group health plan (within the meaning of such term under IRC Section 4980B(g)(2)) materially complies and has materially complied with the requirements of Section 601 through 608 of ERISA or Section 4980B of the IRC governing continuation coverage requirements for employee-provided group health plans. 3.21.8 Except as disclosed in Schedule 3.21.8, BMC does not maintain any Employee Plan or Benefit Arrangement pursuant to which any benefit or other payment will be required to be made by BMC or any of Affiliates or pursuant to which any other benefit will accrue or vest in any director, officer or employee of BMC or Affiliate thereof, in either case as a result of the consummation of the transactions contemplated by this Agreement or the Merger Agreement. 3.21.9 There have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, of which BMC has notice by any employees or by any of the employees performing work for BMC but provided by an outside employment agency, and there are no facts or circumstances known to BMC that could reasonably be expected to give rise to such complaint or claim. BMC has complied with all material respects with all laws currently applicable to the employment of employees, and BMC has not received any notice of any claim that it has not complied in any material respect with any laws, ordinances or regulations relating to the employment of employees.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries Legacy for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Legacy Financial Statements and paid when due. All To Legacy's Knowledge, and except as disclosed on Schedule 3.21.1, all material obligations of Tehama or its SubsidiariesLegacy, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Legacy Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1To Legacy's Knowledge, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaLegacy, attempts to unionize or controversies threatened between Tehama Legacy or any Subsidiary or Affiliate of its Affiliates and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its SubsidiariesLegacy, taken as a whole. None of Tehama or any Subsidiary Legacy is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary Legacy is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Legacy which are not terminable by Tehama or such Subsidiary Legacy without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Legacy Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary Legacy is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To TehamaLegacy's Knowledge, Tehama and its Subsidiaries have Legacy has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama Legacy has delivered as Schedule 3.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama GLOBAL or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama GLOBAL Financial Statements and paid when due. All material obligations of Tehama GLOBAL or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama GLOBAL Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaGLOBAL or CAPITOL, attempts to unionize or controversies threatened between Tehama GLOBAL or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama GLOBAL and its Subsidiaries, taken as a whole. None of Tehama GLOBAL or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama GLOBAL or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama GLOBAL or any Subsidiary which are not terminable by Tehama GLOBAL or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama GLOBAL Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama GLOBAL or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To TehamaGLOBAL's or CAPITOL's Knowledge, Tehama and its Subsidiaries have it has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama GLOBAL has delivered as Schedule 3.

Employees; Employee Benefit Plans; ERISA. 3.21.1 3.19.1 All material obligations of Tehama or its Subsidiaries Granite, LLC for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Granite, LLC Financial Statements and paid when due. All material obligations of Tehama or its SubsidiariesGranite, LLC, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Granite, LLC Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.13.19, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaGranite, LLC, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their Granite, LLC’s employees that are likely to have a Material Adverse Effect on Tehama and its SubsidiariesGranite, taken as a wholeLLC. None of Tehama or any Subsidiary Granite, LLC is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.13.19, none of Tehama or any Subsidiary Granite, LLC is not a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Granite, LLC which are not terminable by Tehama or such Subsidiary Granite, LLC without liability on not more than thirty (30) days' noticeliability. Except as disclosed in the Tehama Granite, LLC Financial Statements for the periods covered thereby, all material sums due for director, officer, contingent worker, and employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.13.19, no director, officer officer, contingent worker or employee of Tehama or any Subsidiary Granite, LLC is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger AgreementAgreements. To Tehama's KnowledgeGranite, Tehama and its Subsidiaries have LLC has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal payrelating to employment, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama 3.19.2 Granite, LLC has delivered as Schedule 33.19 a complete list of: (a) All Granite, LLC Employee Plans and Granite, LLC Benefit Arrangements, including all plans or practices providing for compensation, benefits or accruals for active or retired directors, officers, employees or contingent workers, including, but not limited to, all benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. (b) All current employees and contingent workers of Granite, LLC together with each person’s tenure with Granite, LLC, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee or contingent worker; and (c) All Granite, LLC Employee Plans and Granite, LLC Benefit Arrangements, including all plans or practices providing for compensation, benefits or accruals for active or retired directors, officers, employees or contingent workers, including but not limited to, all benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. (d) Except as disclosed on Schedule 3.19 Granite, LLC does not maintain, administer or otherwise contribute to any employee benefit plan or arrangement (including without limitation any “employee benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (‘ERISA”)) which covers any director, officer, employee or contingent worker, whether active or retired, of Granite, LLC (any such plan being herein referred to as a “Granite, LLC Employee Plan”. True and complete copies of each such Granite, LLC employee Plan, including amendments thereto, have been previously delivered to TBH, together with (i) all agreements regarding plan assets with respect to such Granite, LLC Employee Plans, (ii) a true and complete copy of the annual reports for the most recent three years (Form 5500 Series including, if applicable, Schedules A and B thereto) prepared in connection with any such Granite, LLC Employee Plan, (iii) a true and complete copy of the actuarial valuation reports for the most recent three years, if any, prepared in connection with any such Granite, LLC Employee Plan, (iv) a copy of the most recent summary plan description of each such Granite, LLC Employee Plan, together with any modifications thereto, and (v) a copy of the most recent favorable determination letter (if applicable) from the Internal Revenue Service for each Granite, LLC Employee Plan. Granite, LLC Employee Plans are not a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412(c) of the Code, and Granite, LLC has not been obligated to make a contribution to any such multiemployer or multiple employer plan within the past five years. Granite, LLC Employee Plans are, or for the last five years have been, subject to Title IV of ERISA. Each Granite, LLC Employee Plan which is intended to be qualified under Section 401(a) of the IRC is so qualified and each trust maintained pursuant thereto is exempt from income tax under Section 501(a) of the IRC, and Granite, LLC is not aware of any fact which has occurred which would cause the loss of such qualification or exemption. (e) Except as disclosed in Schedule 3.19, Granite, LLC does not maintain (other than base salary and base wages) any form of current or deferred compensation, bonus, severance pay, salary continuation, retirement or incentive plan or arrangement for the benefit of any member, contingent worker or employee, whether active or retired, of Granite, LLC or for any class or classes of such member, contingent workers or employees. Except as disclosed in Schedule 3.19, Granite, LLC does not maintain any group or individual health insurance, welfare or similar plan or arrangement for the benefit of any member, contingent worker or employee of Granite, LLC, whether active or retired, or for any class or classes of such member, contingent workers or employees. Any such plan or arrangement described in this Section 2.32, copies of which are attached as Schedule 3.19. (f) All Granite, LLC Employee Plans and Granite, LLC Benefit Arrangements are operated in compliance with the requirements of prescribed Applicable Law, including but not limited to ERISA and the Code and any published authorities and regulations thereunder, applicable thereto, and plan documents relating to any such plans or arrangements, comply with or will be amended to comply with Applicable Law. No “prohibited transaction” (as defined in Section 406 of ERISA and Section 4975 of the Code) with respect to any Granite, LLC Employee Plan, or Granite, LLC Benefit Arrangement have occurred; each “plan official” within the meaning of Section 412 of ERISA of each Granite, LLC Employee Plan is bonded to the extent required by such Section 412; with respect to each Granite, LLC Employee Plan, to Granite, LLC’s Knowledge, no employee of Granite, LLC, nor any fiduciary of any Granite, LLC Employee Plan, Granite, LLC Benefit Arrangement, has engaged in any breach of fiduciary duty as defined in part 4 of Subtitle B of title I of ERISA which could subject Granite, LLC to liability if Granite, LLC is obligated to indemnify such person against liability. Except as disclosed in Schedule 3.19, Granite, LLC has not failed to make any material contribution or pay any amount due and owning as required by Applicable Law or the terms of any Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement. (g) Except as set forth on Schedule 3.19, no Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes, interest or penalty other than liability for claims arising in the course of the administration of each such respective Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement. Except as set forth on Schedule 3.19, there is no pending, or to Granite, LLC’s Knowledge, threatened, legal action, proceeding or investigation against any Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement of Granite, LLC which could result in liability to such Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement or Granite, LLC, other than routine claims for benefits, and Granite, LLC is not aware of any basis for any such legal action, proceeding or investigation. (h) Each Granite, LLC Benefit Arrangement which is a group health plan (within the meaning of such term under Section 4980B(g)(2) of the Code) materially complies and has materially complied with the requirements of Section 601 through 608 of ERISA or Section 4980B of the Code governing continuation coverage requirements for employee-provided group health plans. Each Granite, LLC Benefit Arrangement does not provide coverage to retired or former Granite, LLC employees, except as required by the aforementioned continuation coverage requirements. (i) Except as disclosed in Schedule 3.19, Granite, LLC has not maintained any Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement pursuant to which any benefit or other payment will be required to be made by Granite, LLC or pursuant to which any other benefit will accrue or vest in any member, contingent worker or employee of Granite, LLC as a result of the consummation of the transactions contemplated by this Agreement. (j) Except as disclosed in Schedule 3.19, each of the Granite, LLC Employee Plans and Granite, LLC Benefit Arrangements can be terminated by Granite, LLC without liability or any additional contribution to such Granite, LLC Employee Plan or Granite, LLC Benefit Arrangement or the payment of any additional compensation or amount or the additional vesting or acceleration of any benefits.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama Auburn or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Auburn Financial Statements and paid when due. All material obligations of Tehama Auburn or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Auburn Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaAuburn, attempts to unionize or controversies threatened between Tehama Auburn or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama Auburn and its Subsidiaries, taken as a whole. None of Tehama Auburn or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama Auburn or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama Auburn or any Subsidiary which are not terminable by Tehama Auburn or such Subsidiary without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama Auburn Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama Auburn or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Auburn’s Knowledge, Tehama Auburn and its Subsidiaries have materially complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act. 3.21.2 Tehama Auburn has delivered as Schedule 33.21.2 a complete list of: (a) All current employees of Auburn or any of its Subsidiaries together with each employee’s tenure with Auburn or such Subsidiary, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee; and (b) All Employee Plans and Benefit Arrangements, including all plans or practices providing for current compensation or accruals for active Employees, including, but not limited to, all employee benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. 3.21.3 Except as disclosed on Schedule 3.21.3, none of Auburn or any of its Subsidiaries maintains, administers or otherwise contributes to any “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to any provisions of ERISA and covers any employee, whether active or retired, of Auburn or any of its Subsidiaries (any such plan being herein referred to as an “Employee Plan”). True and complete copies of each such Employee Plan, including amendments thereto, have been previously delivered or made available to Western, together with (i) all agreements regarding plan assets with respect to such Employee Plans, (ii) a true and complete copy of the annual reports for the most recent three years (Form 5500 Series including, if applicable, Schedules A and B thereto) prepared in connection with any such Employee Plan, (iii) a true and complete copy of the actuarial valuation reports for the most recent three years, if any, prepared in connection with any such Employee Plan covering any active employee of Auburn or its Subsidiaries, (iv) a copy of the most recent summary plan description of each such Employee Plan, together with any modifications thereto, and (v) a copy of the most recent favorable determination letter (if applicable) from the Internal Revenue Service for each Employee Plan. None of the Employee Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412(c) of the IRC, and none of Auburn or any of its Subsidiaries has been obligated to make a contribution to any such multiemployer or multiple employer plan within the past five years. None of the Employee Plans of Auburn or any of its Subsidiaries is, or for the last five years has been, subject to Title IV of ERISA. Each Employee Plan which is intended to be qualified under Section 401(a) of the IRC is so qualified and each trust maintained pursuant thereto is exempt from income tax under Section 501(a) of the IRC, and none of Auburn or any of its Subsidiaries is aware of any fact which has occurred which would cause the loss of such qualification or exemption. Except as disclosed in Schedule 3.21.3, there are no Employee Plans or Benefit Arrangements as to which, after the Closing, Western will be required to make any contributions or with respect to which Western shall have any material obligation or liability on behalf of any of the current employees of Auburn, or which Western will not be able to terminate prior to or immediately after the Closing in accordance with their terms and ERISA. 3.21.4 Except as disclosed in Schedule 3.21.4, none of Auburn or any of its Subsidiaries maintains (other than base salary and base wages) any form of current or deferred compensation, bonus, stock option, stock appreciation right, severance pay, salary continuation, retirement or incentive plan or arrangement for the benefit of any director, officer or employee, whether active or retired, of Auburn or any of its Subsidiaries or for any class or classes of such directors, officers or employees. Except as disclosed in Schedule 3.21.4, none of Auburn or any of its Subsidiaries maintains any group or individual health insurance, welfare or similar plan or arrangement for the benefit of any director, officer or employee of Auburn or any of its Subsidiaries, whether active or retired, or for any class or classes of such directors, officers or employees. Any such plan or arrangement described in this Section 3.21.4, copies of which have been delivered or made available to Western, shall be herein referred to as a “Benefit Arrangement.” 3.21.5 All Employee Plans and Benefit Arrangements are operated in material compliance with the requirements prescribed by any and all statutes, governmental or court orders, or governmental rules or regulations currently in effect, including but not limited to ERISA and the IRC, applicable to such plans or arrangements, and plan documents relating to any such plans or arrangements, materially comply with or will be amended to materially comply with applicable legal requirements. None of Auburn or any of its Subsidiaries, nor any Employee Plan, nor any trusts created thereunder, nor any trustee, administrator nor any other fiduciary thereof, has engaged in a “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, that could subject Auburn or any of its Subsidiaries or Western to liability under Section 409 or 502(i) of ERISA or Section 4975 of the IRC or that would adversely affect the qualified status of such plans; each “plan official” within the meaning of Section 412 of ERISA of each Employee Plan is bonded to the extent required by such Section 412; with respect to each Employee Plan, to Auburn’s Knowledge, no employee of Auburn or any Subsidiary, nor any fiduciary of any Employee Plan, has engaged in any breach of fiduciary duty as defined in Part 4 of Subtitle B of Title I of ERISA which could subject Auburn or any of its Subsidiaries to liability if Auburn or any such Subsidiary is obligated to indemnify such Person against liability. Except as disclosed in Schedule 3.21.5, Auburn and its Subsidiaries have not failed to make any material contribution or pay any amount due and owing as required by law or the terms of any Employee Plan or Benefit Arrangement. 3.21.6 Except as set forth on Schedule 3.21.6, no Employee Plan or Benefit Arrangement has any material liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes, interest or penalty other than liability for claims arising in the course of the administration of each such Employee Plan. Except as set forth on Schedule 3.21.6, to Auburn’s Knowledge there is no pending or threatened legal action, proceeding or investigation against any Employee Plan which could result in material liability to such Employee Plan, other than routine claims for benefits, and there is no basis for any such legal action, proceeding or investigation. 3.21.7 Each Benefit Arrangement which is a group health plan (within the meaning of such term under IRC Section 4980B(g)(2)) materially complies and has materially complied with the requirements of Section 601 through 608 of ERISA or Section 4980B of the IRC governing continuation coverage requirements for employee-provided group health plans. 3.21.8 Except as disclosed in Schedule 3.21.8, none of Auburn or any of its Subsidiaries maintains any Employee Plan or Benefit Arrangement pursuant to which any benefit or other payment will be required to be made by Auburn or any of its Subsidiaries or Affiliates or pursuant to which any other benefit will accrue or vest in any director, officer or employee of Auburn or any Subsidiary or Affiliate thereof, in either case as a result of the consummation of the transactions contemplated by this Agreement or the Merger Agreement. 3.21.9 There have been no federal or state claims based on sex, sexual or other harassment, age, disability, race or other discrimination or common law claims, including claims of wrongful termination, of which Auburn has notice by any employees or by any of the employees performing work for Auburn but provided by an outside employment agency, and there are no facts or circumstances known to Auburn that could reasonably be expected to give rise to such complaint or claim. Auburn has complied with all material respects with all laws currently applicable to the employment of employees, and Auburn has not received any notice of any claim that it has not complied in any material respect with any laws, ordinances or regulations relating to the employment of employees.