Common use of EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS Clause in Contracts

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC or County or which otherwise cover or provide benefits to any employee or former employee of CFC or County or any beneficiary thereof (collectively, the "Plans"). CFC has delivered to RSFC true and complete copies of all of the Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such Plan since the dates of the most recent of such reports. Each Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC or County. Except as set forth on Schedule 3.18 hereto, any Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the Plan. Neither CFC nor County has engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the Interim Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any Plan. There are no circumstances pursuant to which CFC or County could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.18. Except as set forth in Schedule 3.18 hereto, no Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a Plan that qualifies under Section 401(a) of the Code) to any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, nor is there any organized campaign to obtain any such certification; and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County involving its business or operations, and neither CFC nor County has made or received any offers or proposals with respect thereto.

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC or County or which otherwise cover or provide benefits to any employee or former employee of CFC or County or any beneficiary thereof (collectively, the "Plans"). CFC has delivered to RSFC true and complete copies of all of the Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such Plan since the dates of the most recent of such reports. Each Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC or County. Except as set forth on Schedule 3.18 hereto, any Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the Plan. Neither CFC nor County has engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the Interim Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any Plan. There are no circumstances pursuant to which CFC or County could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.18. Except as set forth in Schedule 3.18 hereto, no Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a Plan that qualifies under Section 401(a) of the Code) to any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, nor is there any organized campaign to obtain any such certification; and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County involving its business or operations, and neither CFC nor County has made or received any offers or proposals with respect thereto.

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 SCHEDULE 2.15 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC or County Unifirst or which otherwise cover or provide benefits to any employee or former employee of CFC or County Unifirst or any beneficiary thereof (collectively, the "Plans"). CFC Unifirst has delivered to RSFC true and complete copies of all of the Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such Plan since the dates of the most recent of such reports. Each Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC or CountyUnifirst. Except as set forth on Schedule 3.18 SCHEDULE 2.15 hereto, any Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the Plan. Neither CFC nor County Unifirst has not engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the Interim 1996 Financial Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any Plan. There are no circumstances pursuant to which CFC or County Unifirst could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.18SCHEDULE 2.15. Except as set forth in Schedule 3.18 SCHEDULE 2.15 hereto, no Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a Plan that qualifies under Section 401(a) of the Code) to any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, Unifirst nor is there any organized campaign to obtain any such certification; certification and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County Unifirst involving its business or operations, operations and neither CFC nor County Unifirst has not made or received any offers or proposals with respect thereto.

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 4.20 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC RSFC or County Republic or which otherwise cover or provide benefits to any employee or former employee of CFC RSFC or County Republic or any beneficiary thereof (collectively, the "RSFC Plans"). CFC RSFC has delivered to RSFC CFC true and complete copies of all of the RSFC Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such RSFC Plan since the dates of the most recent of such reports. Each RSFC Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ERISA and the Code and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC RSFC or CountyRepublic. Except as set forth on Schedule 3.18 4.20 hereto, any RSFC Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each RSFC Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the RSFC Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the RSFC Plan. Neither CFC RSFC nor County Republic has engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the RSFC Interim Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any RSFC Plan. There are no circumstances pursuant to which CFC RSFC or County Republic could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.184.20. Except as set forth in Schedule 3.18 4.20 hereto, no RSFC Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a an RSFC Plan that qualifies under Section 401(a) of the Code) to -27- MI01A/16412.5 any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, Republic nor is there any organized campaign to obtain any such certification; certification and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County Republic involving its business or operations, operations and neither CFC nor County Republic has not made or received any offers or proposals with respect thereto.

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 4.20 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC RSFC or County Republic or which otherwise cover or provide benefits to any employee or former employee of CFC RSFC or County Republic or any beneficiary thereof (collectively, the "RSFC Plans"). CFC RSFC has delivered to RSFC CFC true and complete copies of all of the RSFC Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such RSFC Plan since the dates of the most recent of such reports. Each RSFC Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), ERISA and the Code and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC RSFC or CountyRepublic. Except as set forth on Schedule 3.18 4.20 hereto, any RSFC Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each RSFC Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the RSFC Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the RSFC Plan. Neither CFC RSFC nor County Republic has engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the RSFC Interim Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any RSFC Plan. There are no circumstances pursuant to which CFC RSFC or County Republic could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.184.20. Except as set forth in Schedule 3.18 4.20 hereto, no RSFC Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a an RSFC Plan that qualifies under Section 401(a) of the Code) to any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, Republic nor is there any organized campaign to obtain any such certification; certification and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County Republic involving its business or operations, operations and neither CFC nor County Republic has not made or received any offers or proposals with respect thereto.

EMPLOYMENT BENEFIT PLANS AND ARRANGEMENTS; LABOR MATTERS. (a) Schedule 3.18 2.15 hereto lists all employee benefits plans, contracts, programs or arrangements, including but not limited to pension, profit-sharing, stock option, stock bonus, deferred compensation, supplemental retirement, severance, health care, hospitalization, medical, dental, disability, life insurance and salary continuation, which are currently maintained, contributed to or required to be contributed to by CFC or County Banyan or which otherwise cover or provide benefits to any employee or former employee of CFC or County Banyan or any beneficiary thereof (collectively, the "Plans"). CFC Banyan has delivered to RSFC true and complete copies of all of the Plans and all material documents relating thereto, including, but not limited to, summary plan descriptions, annual reports (IRS Form 5500 Series), actuarial reports, and accountant or trustee reports, if any, and such reports are accurate in all material respects and there has been no material change in the financial or funding status of any such Plan since the dates of the most recent of such reports. Each Plan has been maintained and administered in all material respects in accordance with its terms and with all applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code of 1986, as amended (the "Code"), and the regulations promulgated thereunder, and in a manner which will not result in any material charge or assessment against or liability of CFC or CountyBanyan. Except as set forth on Schedule 3.18 2.15 hereto, any Plan that is intended to qualify under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and nothing has occurred since the date of such determination that could adversely affect such qualification. The fair market value of the assets of each Plan that is subject to Title IV equals or exceeds the present value of all benefit liabilities (as defined in Title IV of ERISA) under the Plan, with such present value being determined by application of the actuarial methods and assumptions applied by the Plan's enrolled actuary at the most recent annual valuation of the Plan. Neither CFC nor County Banyan has not engaged in any transaction which may result in imposition on it of any material excise tax under Sections 4971 through 4980, inclusive, of the Code, or otherwise incurred a liability for any excise tax, other than excise taxes which have heretofore been paid or have been accrued, and, in either case are fully reflected in the Interim Statements. There does not exist any accumulated material funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, with respect to any Plan. There are no circumstances pursuant to which CFC or County Banyan could be liable to the Pension Benefit Guaranty Corporation or a multi-employer plan (as -15- MI01A/16412.5 defined in Section 3(37) of ERISA) with respect to any plan not listed on Schedule 3.182.15. Except as set forth in Schedule 3.18 2.15 hereto, no Plan provides hospital, medical or health care benefits (other than those mandated by the Consolidated Omnibus Budget Reconciliation Act of 1986) or any life insurance or death benefit protection (other than under a Plan that qualifies under Section 401(a) of the Code) to any retired employees. (b) As of the date hereof, no association of employees has petitioned or applied for labor union certification with respect to all or any part of the business or operations of CFC or County, Banyan nor is there any organized campaign to obtain any such certification; certification and there have been no negotiations with any labor union or association of employees with respect to any future or amended agreements by CFC or County Banyan involving its business or operations, operations and neither CFC nor County Banyan has not made or received any offers or proposals with respect thereto.