Common use of ERISA and Other Compliance Clause in Contracts

ERISA and Other Compliance. (a) BIZ has made available to Litronic a list of all employees of BIZ and their salaries as of the date of this Agreement. BIZ has made available to Litronic copies of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ or BCP and any employee of BIZ or BCP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ or BCP under which BIZ or BCP or an ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, "BIZ Employee Plans"). "ERISA Affiliates" means any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZ. Copies of all BIZ Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available to Litronic or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any BIZ Employee Plans. Copies of all BIZ Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "BIZ Pension Plans"), have been made available to Litronic. All contributions due from BIZ or BCP through the date hereof with respect to any of the BIZ Employee Plans have been made as required under ERISA or have been accrued on BIZ's financial statements as of December 31, 2000. To BIZ's knowledge, each of the BIZ Employee Plans has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ Employee Plans except for noncompliance that would not have a Material Adverse Effect on BIZ.

ERISA and Other Compliance. (a) BIZ Litronic has made available to Litronic a list of all employees of BIZ and their salaries as of the date of this Agreement. BIZ has made available to Litronic copies of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ Litronic or BCP any of the Litronic Subsidiaries and any employee of BIZ Litronic or BCPany of the Litronic Subsidiaries, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ Litronic or BCP any of the Litronic Subsidiaries under which BIZ Litronic or BCP any of the Litronic Subsidiaries or an ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, "BIZ Litronic Employee Plans"). "ERISA Affiliates" means any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZ. Copies of all BIZ Litronic Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available to Litronic BIZ or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any BIZ Litronic Employee PlansPlan. Copies of all BIZ Litronic Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "BIZ Litronic Pension Plans"), have been made available to LitronicBIZ. All contributions due from BIZ Litronic or BCP any of the Litronic Subsidiaries through the date hereof with respect to any of the BIZ Litronic Employee Plans have been made as required under ERISA or have been accrued on BIZLitronic's financial statements as of December 31, 2000. To BIZ's knowledge, each Each of the BIZ Litronic Employee Plans has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ Litronic Employee Plans except for noncompliance that which would not have a Material Adverse Effect on BIZLitronic. (b) None of the Litronic Pension Plans constitutes, or has since the enactment of ERISA constituted, a "multiemployer plan," as defined in Section 3(37) of ERIXX. Xx Xxxxxxxx Xxxxxxx Xxans are subject to Title IV of ERISA. No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any of the Litronic Employee Plans that is covered by Title I of ERISA which would result in a material liability to Litronic, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any of the Litronic Employee Plans has or will make Litronic or any officer or director of Litronic or any of the Litronic Subsidiaries subject to any material liability under Title I of ERISA or liable for any material tax or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA. (c) Any of the Litronic Pension Plans that is intended to be qualified under Section 401(a) of the Code (a "Litronic 401(a) Plan") is so qualified and has been so qualified during the period from its adoption to date, and the trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. (d) Litronic has made available to BIZ a list of each employment, severance or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which (i) is not one of the Litronic Employee Plans, (ii) is entered into, maintained or contributed to, as the case may be, by Litronic or any of the Litronic Subsidiaries and (iii) covers any employee or former employee of Litronic or any of the Litronic Subsidiaries. The contracts, plans and arrangements described in this paragraph 4.18(d) are referred to collectively as the "Litronic Benefit Arrangements." Each of the Litronic Benefit Arrangements has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to Litronic Benefit Arrangements. Litronic has made available to Litronic or its counsel a complete and correct copy or description of each of the Litronic Benefit Arrangements. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Litronic or any of the Litronic Subsidiaries relating to, or change in employee participation or coverage under, any of the Litronic Employee Plans or Litronic Benefit Arrangements that would increase materially the expense of maintaining the Litronic Employee Plans or Litronic Benefit Arrangements above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2000. (f) Litronic has provided, or will have provided prior to the Closing, to individuals entitled thereto all required notices and coverage pursuant to Section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Code) occurring prior to and including the Closing Date, and no material tax payable on account of Section 4980B of the Code has been incurred with respect to any current or former employees (or their beneficiaries) of Litronic or any of the Litronic Subsidiaries. (g) No benefit or compensation payable or which may become payable by Litronic or any of the Litronic Subsidiaries pursuant to any of the Litronic Employee Plans or any Litronic Benefit Arrangements or as a result of or arising under this Agreement shall (i) constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code or (ii) be nondeductible by reason of Section 162(m) of the Code. (h) Litronic and each Litronic Subsidiary is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, but not including ERISA. (i) Neither Litronic nor any Litronic Subsidiary has any knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a Material Adverse Effect on labor relations, and, except for reductions in force specifically contemplated by Litronic in connection with the Merger, has no knowledge that any of its key employees intends to leave its or their employ.

ERISA and Other Compliance. (a) BIZ TriZetto has made available to Litronic IMS a list of all employees of BIZ and their salaries as of the date of this Agreement. BIZ has made available to Litronic copies of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all any other written plan, arrangement or formal plans or agreements agreement involving direct or indirect compensation or benefits (benefits, including any employment agreements agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, maintained or contributed to or entered into between BIZ as of the date of this Agreement, or BCP and any employee of BIZ that has within the last six (6) years been maintained or BCP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ TriZetto or BCP under which BIZ any of the TriZetto Subsidiaries or BCP or an any ERISA Affiliate (as defined belowin Section 2.8) thereof under which TriZetto or any of the TriZetto Subsidiaries or any ERISA Affiliate has any present or future material obligation or liability with respect to any current or former employee, consultant, leased employee or director of TriZetto or any of the TriZetto Subsidiaries or any ERISA Affiliate (collectively, the "BIZ Employee PlansTRIZETTO EMPLOYEE PLANS"). "ERISA Affiliates" means any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZ. Copies TriZetto has also made available to IMS copies of all BIZ TriZetto Employee Plans (andPlans, if and as applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including thereof, trust agreements, insurance contracts, current summary plan descriptions) have been made available to Litronic or its counseldescriptions and any summaries of material modification, together with the three (3) most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any BIZ Employee Plans. Copies of all BIZ Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "BIZ Pension Plans"), have been made available to Litronicthe most recent determination letter from the Internal Revenue Service, actuarial reports for the last three (3) years, all agreements with fiduciaries and service providers and all substantive correspondence with the Internal Revenue Service, the Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency. All contributions due from BIZ TriZetto or BCP any of the TriZetto Subsidiaries through the date hereof December 31, 1999 with respect to any of the BIZ TriZetto Employee Plans have been made as may have been required under by ERISA and the Code or have been accrued in accordance with generally accepted accounting practices on BIZTriZetto's or any such TriZetto Subsidiary's financial statements as of December 31, 20001999. To BIZ's knowledge, each of the BIZ Each TriZetto Employee Plans Plan has been maintained and operated in compliance with its terms and with the requirements prescribed by any and all applicable statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ Employee Plans except for such noncompliance that as would not have a Material Adverse Effect on BIZTriZetto. (b) No TriZetto Employee Plan is subject to Title IV of ERISA. No TriZetto Employee Plan is a "multiemployer plan," as defined in Section 3(37) of ERISA. No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any TriZetto Employee Plan which is covered by Title I of ERISA which, assuming the taxable period of such transaction expired as of the date hereof, could subject TriZetto or any TriZetto Subsidiary to a tax or penalty that would have a Material Adverse Effect on TriZetto. To the knowledge of TriZetto, there are no pending, threatened or anticipated claims (other than routine claims for benefits) by, on behalf of or against any of the TriZetto Employee Plans which could result in a liability that would have a Material Adverse Effect on TriZetto. No TriZetto Employee Plan, either individually or collectively, provides for any payment by TriZetto or any TriZetto Subsidiary that would not be deductible under Code Sections 162(a)(1), 162(m) or 404. (c) Any TriZetto Employee Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, and TriZetto is not aware of any circumstances likely to result in revocation of any such favorable determination letter. (d) No TriZetto Employee Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured), with respect to current or former employees of TriZetto or any TriZetto Subsidiary beyond their retirement or other termination of service, other than (i) coverage mandated by applicable law, (ii) death benefits or retirement benefits under a TriZetto Employee Plan that is an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, (iii) deferred compensation benefits under a plan, which are accrued as liabilities on the books of TriZetto or any TriZetto Subsidiary, or (iv) benefits the full cost of which is borne by the current or former employee (or his beneficiary). All such TriZetto Employee Plans may be amended or terminated at any time without causing TriZetto or any TriZetto Subsidiary to incur liability having a Material Adverse Effect on TriZetto. (e) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in conjunction with any other event) will (i) restrict or prohibit TriZetto or any TriZetto Subsidiary from amending any TriZetto Employee Plan, (ii) result in any payment constituting an "excess parachute payment" (within the meaning of Section 280G of the Code), (iii) result in forgiveness of indebtedness to any director, officer or employee of TriZetto or any TriZetto Subsidiary under any TriZetto Employee Plan or otherwise, (iv) increase any benefits otherwise payable under any TriZetto Employee Plan or (v) result in any acceleration of the time of payment or vesting of any benefits under any TriZetto Employee Plan or otherwise. (f) TriZetto and each TriZetto Subsidiary is: (i) in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours and terms and conditions of employment, including, but not limited to, employee compensation matters, but not including ERISA; (ii) has withheld and reported in all material respects all amounts required by law or by agreement to be withheld and reported with respect to wages, salaries and other payments to TriZetto employees; (iii) is not liable in any material respect for any arrears of wages or any taxes or any penalty for failure to comply with any of the foregoing; and (iv) is not liable for any material payment to any trust or other fund or to any governmental or administrative authority, with respect to unemployment compensation benefits, social security or other benefits or obligations for TriZetto employees (other than payments to TriZetto Employee Plans and routine payments to be made in the normal course of business and consistent with past practice). There are no pending, threatened or reasonably anticipated material claims or actions against TriZetto or any TriZetto Subsidiary under any worker's compensation policy or any uninsured long-term disability policy. To TriZetto's knowledge, no employee of TriZetto has violated in any material respect any employment contract, nondisclosure agreement or noncompetition agreement by which such employee is bound due to such employee being employed by TriZetto or any TriZetto Subsidiary and disclosing to TriZetto or using trade secrets or proprietary information of any other Person. (g) No work stoppage or labor strike against TriZetto or any TriZetto Subsidiary is pending, threatened or reasonably anticipated with respect to TriZetto employees. TriZetto does not know of any activities or proceedings of any labor union to organize any such TriZetto employees. There are no actions, suits, claims, labor disputes or grievances pending, or, to the knowledge of TriZetto, threatened or reasonably anticipated relating to any labor, safety or discrimination matters involving any TriZetto employee, including, without limitation, charges of unfair labor practices or discrimination complaints, which, if adversely determined, would, individually or in the aggregate, result in any liability to TriZetto or any TriZetto Subsidiary having a Material Adverse Effect on TriZetto. Neither TriZetto nor any TriZetto Subsidiary is presently, nor has it been, a party to, or bound by, any collective bargaining or union contract with respect to TriZetto employees and no collective bargaining agreement is being negotiated by TriZetto or any TriZetto Subsidiary with respect to such employees.

ERISA and Other Compliance. (a) BIZ has made available to Litronic a list of The VERITAS Disclosure Letter lists all the employees of BIZ VERITAS and any VERITAS Subsidiaries and their salaries or base wage as of the date of this AgreementDecember 31, 1996. BIZ has made available to Litronic copies of (i) The VERITAS Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974ERISA, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ or BCP and any employee of BIZ or BCP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ VERITAS or BCP any of the VERITAS Subsidiaries under which BIZ VERITAS or BCP any of the VERITAS Subsidiaries or an any ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, the "BIZ VERITAS Employee Plans"). For purposes of this Section 3.8, "ERISA AffiliatesAffiliate" means shall mean any entity which is a member of (A) a "controlled group of A-1-22 23 corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZVERITAS or any of the VERITAS Subsidiaries. Copies of all BIZ VERITAS Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available delivered to Litronic OpenVision or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, the auditor's report and any Schedule B thereto) prepared in connection with any BIZ such VERITAS Employee PlansPlan. Copies of all BIZ All VERITAS Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "BIZ VERITAS Pension Plans"), have been made available to Litronicare identified as such in the VERITAS Disclosure Letter. All VERITAS Employee Plans which individually or collectively would constitute an "employee welfare benefit plan," as defined in Section 3(1) of ERISA are identified as such in the VERITAS Disclosure Letter. All contributions or premiums due from BIZ VERITAS or BCP through any of the date hereof VERITAS Subsidiaries with respect to any of the BIZ VERITAS Employee Plans have been made as required under ERISA or have been accrued on BIZVERITAS or any such VERITAS Subsidiary's financial statements as of December 31September 30, 20001996, or will be made prior to the Closing. To BIZ's knowledge, each of the BIZ Each VERITAS Employee Plans Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ such VERITAS Employee Plans Plans, except for noncompliance that as would not have a Material Adverse Effect on BIZVERITAS.

ERISA and Other Compliance. (a) BIZ has made available to Litronic a list of The OpenVision Disclosure Letter lists all the employees of BIZ OpenVision and of any OpenVision Subsidiary and their salaries or base wage as of the date of this AgreementDecember 31, 1996. BIZ has made available to Litronic copies of (i) The OpenVision Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ or BCP and any employee of BIZ or BCP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ OpenVision or BCP any of the OpenVision Subsidiaries under which BIZ OpenVision or BCP any of the OpenVision Subsidiaries or an any ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, the "BIZ OpenVision Employee Plans"). For purposes of this Section 2.8, "ERISA AffiliatesAffiliate" means shall mean any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZOpenVision or any of the OpenVision Subsidiaries. Copies of all BIZ OpenVision Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available delivered to Litronic VERITAS or its counsel, together with the three most recent annual reports (Form 5500, A-1-10 11 including, if applicable, the auditor's reports and any Schedule B thereto) prepared in connection with any BIZ such OpenVision Employee PlansPlan. Copies of all BIZ All OpenVision Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, the "BIZ OpenVision Pension Plans"), have been made available to Litronicare identified as such in the OpenVision Disclosure Letter. All OpenVision Employee Plans which individually or collectively would constitute an "employee welfare benefit plan," as defined in Section 3(1) of ERISA are identified as such in the OpenVision Disclosure Letter. All contributions or premiums due from BIZ OpenVision or BCP through any of the date hereof OpenVision Subsidiaries with respect to any of the BIZ OpenVision Employee Plans have been made as required under ERISA or have been accrued on BIZOpenVision's or any such OpenVision Subsidiary's financial statements as of December 31September 30, 20001996, or will be made prior to the Closing. To BIZ's knowledge, each of the BIZ Each OpenVision Employee Plans Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ such OpenVision Employee Plans Plans, except for noncompliance that as would not have a Material Adverse Effect on BIZOpenVision.

ERISA and Other Compliance. (a) BIZ Litronic has made available to Litronic a list of all employees of BIZ and their salaries as of the date of this Agreement. BIZ has made available to Litronic copies of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ Litronic or BCP any of the Litronic Subsidiaries and any employee of BIZ Litronic or BCPany of the Litronic Subsidiaries, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ Litronic or BCP any of the Litronic Subsidiaries under which BIZ Litronic or BCP any of the Litronic Subsidiaries or an ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, "BIZ Litronic Employee Plans"). "ERISA Affiliates" means any entity which is a member of (A) a "controlled group of corporations," as defined in Section 414(b) of the Code, (B) a group of entities under "common control," as defined in Section 414(c) of the Code, or (C) an "affiliated service group," as defined in Section 414(m) of the Code, or treasury regulations promulgated under Section 414(o) of the Code, any of which includes BIZ. Copies of all BIZ Litronic Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available to Litronic BIZ or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any BIZ Litronic Employee PlansPlan. Copies of all BIZ Litronic Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "BIZ Litronic Pension Plans"), have been made available to LitronicBIZ. All contributions due from BIZ Litronic or BCP any of the Litronic Subsidiaries through the date hereof with respect to any of the BIZ Litronic Employee Plans have been made as required under ERISA or have been accrued on BIZLitronic's financial statements as of December 31, 2000. To BIZ's knowledge, each Each of the BIZ Litronic Employee Plans has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the BIZ Litronic Employee Plans except for noncompliance that which would not have a Material Adverse Effect on BIZLitronic. (b) None of the Litronic Pension Plans constitutes, or has since the enactment of ERISA constituted, a "multiemployer plan," as defined in Section 3(37) of XXXXX. Xx Xxxxxxxx Xxxxxxx Plans are subject to Title IV of ERISA. No "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any of the Litronic Employee Plans that is covered by Title I of ERISA which would result in a material liability to Litronic, excluding transactions effected pursuant to a statutory or administrative exemption. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any of the Litronic Employee Plans has or will make Litronic or any officer or director of Litronic or any of the Litronic Subsidiaries subject to any material liability under Title I of ERISA or liable for any material tax or penalty pursuant to Sections 4972, 4975, 4976 or 4979 of the Code or Section 502 of ERISA. (c) Any of the Litronic Pension Plans that is intended to be qualified under Section 401(a) of the Code (a "Litronic 401(a) Plan") is so qualified and has been so qualified during the period from its adoption to date, and the trust forming a part thereof is exempt from tax pursuant to Section 501(a) of the Code. (d) Litronic has made available to BIZ a list of each employment, severance or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors which (i) is not one of the Litronic Employee Plans, (ii) is entered into, maintained or contributed to, as the case may be, by Litronic or any of the Litronic Subsidiaries and (iii) covers any employee or former employee of Litronic or any of the Litronic Subsidiaries. The contracts, plans and arrangements described in this paragraph 4.18(d) are referred to collectively as the "Litronic Benefit Arrangements." Each of the Litronic Benefit Arrangements has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to Litronic Benefit Arrangements. Litronic has made available to Litronic or its counsel a complete and correct copy or description of each of the Litronic Benefit Arrangements. (e) There has been no amendment to, written interpretation or announcement (whether or not written) by Litronic or any of the Litronic Subsidiaries relating to, or change in employee participation or coverage under, any of the Litronic Employee Plans or Litronic Benefit Arrangements that would increase materially the expense of maintaining the Litronic Employee Plans or Litronic Benefit Arrangements above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2000. (f) Litronic has provided, or will have provided prior to the Closing, to individuals entitled thereto all required notices and coverage pursuant to Section 4980B of the Code and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to any "qualifying event" (as defined in Section 4980B(f)(3) of the Code) occurring prior to and including the Closing Date, and no material tax payable on account of Section 4980B of the Code has been incurred with respect to any current or former employees (or their beneficiaries) of Litronic or any of the Litronic Subsidiaries. (g) No benefit or compensation payable or which may become payable by Litronic or any of the Litronic Subsidiaries pursuant to any of the Litronic Employee Plans or any Litronic Benefit Arrangements or as a result of or arising under this Agreement shall (i) constitute an "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) which is subject to the imposition of an excise tax under Section 4999 of the Code or which would not be deductible by reason of Section 280G of the Code or (ii) be nondeductible by reason of Section 162(m) of the Code. (h) Litronic and each Litronic Subsidiary is in compliance in all material respects with all applicable laws, agreements and contracts relating to employment, employment practices, wages, hours, and terms and conditions of employment, including, but not limited to, employee compensation matters, but not including ERISA. (i) Neither Litronic nor any Litronic Subsidiary has any knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a Material Adverse Effect on labor relations, and, except for reductions in force specifically contemplated by Litronic in connection with the Merger, has no knowledge that any of its key employees intends to leave its or their employ.