Common use of ERISA and Other Compliance Clause in Contracts

ERISA and Other Compliance. (a) Litronic has made available to BIZ copies of (i) each "employee benefit plan," as defined in Section 3(3) of 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 Litronic or any of the Litronic Subsidiaries and any employee of Litronic or any 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 Litronic or any of the Litronic Subsidiaries under which Litronic or any of the Litronic Subsidiaries or an ERISA Affiliate thereof has any present or future obligation or liability (collectively, "Litronic Employee Plans"). Copies of all 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 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 Litronic Employee Plan. Copies of all Litronic Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "Litronic Pension Plans"), have been made available to BIZ. All contributions due from Litronic or any of the Litronic Subsidiaries through the date hereof with respect to any of the Litronic Employee Plans have been made as required under ERISA or have been accrued on Litronic's financial statements as of December 31, 2000. Each of the 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 Litronic Employee Plans except for noncompliance which would not have a Material Adverse Effect on Litronic.

ERISA and Other Compliance. (a) Litronic TriZetto has made available to BIZ copies IMS a list of (i) each "employee benefit plan," as defined in Section 3(3) of 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 Litronic or any as of the Litronic Subsidiaries and any employee date of Litronic this Agreement, or any of that has within the Litronic Subsidiaries, but excluding workers' compensation, unemployment compensation and other government-mandated programslast six (6) currently years been maintained or previously maintained, contributed to or entered into by Litronic TriZetto or any of the Litronic TriZetto Subsidiaries or any ERISA Affiliate (as defined in Section 2.8) under which Litronic TriZetto or any of the Litronic TriZetto Subsidiaries or an any ERISA Affiliate thereof has any present or future 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 "Litronic Employee PlansTRIZETTO EMPLOYEE PLANS"). Copies TriZetto has also made available to IMS copies of all Litronic 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 BIZ 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 Litronic Employee Plan. Copies of all Litronic Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "Litronic Pension Plans"), have been made available to BIZthe 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 Litronic TriZetto or any of the Litronic TriZetto Subsidiaries through the date hereof December 31, 1999 with respect to any of the Litronic 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 LitronicTriZetto's or any such TriZetto Subsidiary's financial statements as of December 31, 20001999. Each of the Litronic 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 Litronic Employee Plans except for such noncompliance which as would not have a Material Adverse Effect on LitronicTriZetto.

ERISA and Other Compliance. (a) Litronic has made available to BIZ copies The OpenVision Disclosure Letter lists all the employees of (i) OpenVision and of any OpenVision Subsidiary and their salaries or base wage as of December 31, 1996. 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 Litronic or any of the Litronic Subsidiaries and any employee of Litronic or any 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 Litronic OpenVision or any of the Litronic OpenVision Subsidiaries under which Litronic OpenVision or any of the Litronic OpenVision Subsidiaries or an any ERISA Affiliate (as defined below) thereof has any present or future obligation or liability (collectively, the "Litronic OpenVision Employee Plans"). For purposes of this Section 2.8, "ERISA Affiliate" 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 OpenVision or any of the OpenVision Subsidiaries. Copies of all Litronic 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 BIZ 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 Litronic such OpenVision Employee Plan. Copies of all Litronic 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 "Litronic OpenVision Pension Plans"), have been made available to BIZare 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 Litronic OpenVision or any of the Litronic OpenVision Subsidiaries through the date hereof with respect to any of the Litronic OpenVision Employee Plans have been made as required under ERISA or have been accrued on LitronicOpenVision's or any such OpenVision Subsidiary's financial statements as of December 31September 30, 20001996, or will be made prior to the Closing. Each of the Litronic 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 Litronic such OpenVision Employee Plans Plans, except for noncompliance which as would not have a Material Adverse Effect on LitronicOpenVision. (b) No OpenVision Pension Plan constitutes, or has since the enactment of ERISA constituted, a "multiemployer plan," as defined in Section 3(37) of ERISA. No OpenVision Pension 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 OpenVision Employee Plan which is covered by Title I of ERISA which would result in a material liability to OpenVision or any of the OpenVision Subsidiaries taken individually, 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 OpenVision Employee Plan has or will make OpenVision or any employee, officer or director of OpenVision subject to any material liability under Title I of ERISA or liable for any material Tax (as defined in Section 2.14) or penalty pursuant to Sections 4972, 4975, 4976, 4977 or 4979 of the Code or Section 502 of ERISA. (c) With respect to each OpenVision Pension Plan that is intended to be qualified under Section 401(a) of the Code (a "OpenVision 401(a) Plan"), either (i) a favorable determination letter has been received from the Internal Revenue Service ("IRS") as to the qualification of the OpenVision 401(a) Plan under the Code as in effect immediately after the Tax Reform Act of 1986, or (ii) the OpenVision 401(a) Plan has been established under a standardized prototype plan for which an Internal Revenue Service opinion letter has been obtained and upon which the OpenVision 401(a) Plan may rely. OpenVision has delivered to VERITAS or its counsel a complete and correct copy of the most recent Internal Revenue Service determination letter with respect to each OpenVision 401(a) Plan. (d) No OpenVision Employee Plan provides or ever has provided death, medical or health benefits (whether or not insured) with respect to current or former employees after any such employee's retirement or other termination of service (other than benefit coverage mandated by applicable law, including, without limitation, coverage provided pursuant to Section 4980B of the Code). (e) The OpenVision Disclosure Letter lists each employment, severance, compensation 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 (other than workers compensation, unemployment compensation and other government mandated programs) which (A) is not a OpenVision Employee Plan, (B) is entered into, maintained or contributed to, as the case may be, by OpenVision or any of the OpenVision Subsidiaries, and (C) covers any employee or former employee of OpenVision or any of the OpenVision Subsidiaries. Such contracts, plans and arrangements as are described in this Section 2.8(e) are herein referred to collectively as the "OpenVision Benefit Arrangements." Each OpenVision Benefit Arrangement has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such OpenVision Benefit Arrangement. OpenVision has delivered to VERITAS or its counsel a complete and A-1-11 12 correct copy of each OpenVision Benefit Arrangement document or, if such OpenVision Benefit Arrangement is unwritten, a description thereof. (f) There has been no amendment to, written interpretation or announcement (whether or not written) by OpenVision or any of the OpenVision Subsidiaries relating to any OpenVision Employee Plan or OpenVision Benefit Arrangement that would increase materially the expense of maintaining such OpenVision Employee Plan or OpenVision Benefit Arrangement above the level of the expense incurred in respect thereof for the year ended June 30, 1996. (g) OpenVision has timely provided, or will have provided prior to the Closing (as defined in Section 6.1), 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). OpenVision will timely provide to individuals entitled thereto all required notices and coverage pursuant to Code Section 4980B and 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. 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 OpenVision or any of the OpenVision Subsidiaries. (h) No benefit payable or which may become payable by OpenVision or any of the OpenVision Subsidiaries pursuant to any OpenVision Employee Plan or any OpenVision Benefit Arrangement or as a result of or arising under this Agreement shall 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. (i) OpenVision and each OpenVision 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. (j) OpenVision and each OpenVision Subsidiary has good labor relations and has no knowledge of any facts indicating that the consummation of the transactions contemplated hereby will have a material adverse effect on labor relations, and has no knowledge that any of its key employees intends to leave its or their employ. 2.9