Common use of Labor Agreements and Actions; Employee Benefit Plans Clause in Contracts

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Parent, has sought to represent any of the employees, representatives, or agents of the Parent. There is no strike or other labor dispute involving the Parent pending or, to the knowledge of the Parent, threatened, nor is the Parent aware of any labor organization activity involving its employees. (b) Schedule 3.12(b) contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent with respect to current or former employees or any current or former director or consultant of Parent, and/or (ii) any trade or business, whether or not incorporated, that together with Parent would be deemed a “single employer” that includes Parent within the meaning of Section 4001(a)(14) of ERISA, and the rules and regulations promulgated thereunder (collectively, “Parent Benefit Plans”); provided that each informal or unwritten Parent Benefit Plan is described in summary form in Schedule 3.12(b). Schedule 3.12(b) identifies each Parent Benefit Plan that is a “pension benefit plan” under Section 3(2) of ERISA (“Parent Pension Plan”). Schedule 3.12(b) discloses whether each Parent Benefit Plan that is an “employee welfare benefit plan” under Section 3(1) of ERISA (“Parent Welfare Plan”) is (i) unfunded, (ii) insured, or (iii) funded through a “welfare benefit fund” within the meaning of Section 419(e) of the Code or another funding mechanism. (c) True and complete copies of all (i) Parent Benefit Plans, including but not limited to, any trust instruments and insurance contracts forming a part of any Parent Plans, and all amendments thereto and summaries of unwritten Parent Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Plan and related trust which is intended to satisfy the requirements of Section 401 (a) of the Code; (v) the most recent summary plan description, together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Plan; and (vi) all material communications to any Parent Employees relating to each Parent Plan have been provided or made available to Parent. (d) All “employee benefit plans” within the meaning of Section 3(3) of ERISA, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, covering Parent Employees (the “Parent Plans”), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Pension 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 with respect to TRA or a timely application for such determination is now pending or a request for such determination filed within the remedial amendment period of Section 401 (b) of the Code is pending, and the Parent is not aware of any circumstances likely to result in revocation of any such favorable determination letter. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Benefit Plans, no material claim against any Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,any Parent Benefit Plan, is pending, or to the knowledge of the Parent, threatened. (e) Neither the Parent nor any of its Subsidiaries has engaged in a transaction with respect to any Parent Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (f) No current or former Parent Pension Plan or pension plan of any of its Subsidiaries, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Benefit Plan constitutes a multiemployer plan within the meaning of §3(37) of ERISA. (g) All contributions required to be made under the terms of any Parent Plan have been timely made or have been reflected on the audited financial statements of the Parent. (h) Neither Parent nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Parent Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on the Parent, except as required under §601 of ERISA. (i) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent or any of the Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent Benefit Plans. (j) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent or any of its Subsidiaries, who is a “disqualified individual” (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Benefit Plan would not be characterized as an “excess parachute payment” (as defined in Section 280G of the Code). (k) All Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no unfunded liabilities exist with respect to any Parent Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l) or Parent SEC Reports filed prior to the date hereof, contain a complete and correct list of employment agreements for senior officers of the Parent; copies of each such agreement have been provided or made available to the Company.

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the ParentCompany, has sought to represent any of the employees, representatives, or agents of the ParentCompany. There is no strike or other labor dispute involving the Parent Company pending or, to the knowledge of the ParentCompany, threatened, nor is the Parent Company aware of any labor organization activity involving its employees. (b) Schedule 3.12(b2.12(b) contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent the Company with respect to current or former employees or any current or former director or consultant of Parentthe Company, and/or (ii) any trade or business, whether or not incorporated, that together with Parent the Company would be deemed a “single employer” that includes Parent the Company within the meaning of Section 4001(a)(14) of ERISAthe Employee Retirement Income Security Act of 1974, as amended (“ERISA “), and the rules and regulations promulgated thereunder (collectively, “Parent Company Benefit Plans”); provided that each informal or unwritten Parent Company Benefit Plan is described in summary form in Schedule 3.12(b2.12(b). Schedule 3.12(b2.12(b) identifies each Parent Company Benefit Plan that is a “pension benefit plan” under Section 3(2) of ERISA (“Parent Company Pension Plan”). Schedule 3.12(b2.12 (b) discloses whether each Parent Company Benefit Plan that is an “employee welfare benefit plan” under Section 3(1) of ERISA (“Parent Company Welfare Plan”) is (i) unfunded, (ii) insured, or (iii) funded through a “welfare benefit fund” within the meaning of Section 419(e) of the Internal Revenue Code (“Code”) or another funding mechanism. (c) True and complete copies of all (i) Parent Company Benefit Plans, including including, but not limited to, any trust instruments and insurance contracts forming a part of any Parent Company Benefit Plans, and all amendments thereto and summaries of unwritten Parent Company Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Benefit Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Company Benefit Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Company Benefit Plan and related trust which is intended to satisfy the requirements of Section 401 (a401(a) of the Code; (v) the most recent summary plan description, description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Company Benefit Plan; and (vi) all material communications to any Parent Employees relating to each Parent Company Benefit Plan have been provided or made available to the Parent. (d) All “employee benefit plans” within the meaning of Section 3(3) of ERISA, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, covering Parent Company Employees (the “Parent Company ERISA Plans”), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Company Pension 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 with respect to TRA “TRA” (as defined in Section 1 of Rev. Proc. 93-39) or a timely application for such determination is now pending or a request for such determination filed within the remedial amendment period of Section 401 (b401(b) of the Code is pending, and the Parent Company is not aware of any circumstances likely to result in revocation of any such favorable determination letter. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Company Benefit Plans, no material claim against any Parent Company Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,any Parent Company Benefit Plan, is pending, or to the knowledge of the ParentCompany, threatened. (e) Neither the Parent Company nor any of its Subsidiaries subsidiaries has engaged in a transaction with respect to any Parent Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent Company or any Subsidiary subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (f) No current or former Parent Company Pension Plan of the Company or pension plan of any of its Subsidiaries, or any entity which is considered one employer with the Company under Section 4001 of ERISA or Section 414 of the Code (an “ERISA Affiliate”), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Company Benefit Plan constitutes a multiemployer plan within the meaning of §3(373(3 7) of ERISA. (g) All contributions required to be made under the terms of any Parent Company Benefit Plan have been timely made or have been reflected on the audited or interim financial statements of the ParentCompany. (h) Neither Parent the Company nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Parent Company Benefit Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(sEmployee(s) that such employee(sEmployee(s) would be provided with retiree health or life benefits which would have a material impact on the Parentbenefits, except as required under §§ 601 of ERISA. (i) The Except as set forth in Schedule 2.12(i) the consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent the Company or any of the Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Company Benefit Plans Plans, or (z) result in any breach or violation of, or a default under, any of the Parent Company Benefit Plans. (j) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent the Company or any of its Subsidiaries, who is a “disqualified individual” (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Company Benefit Plan would not be characterized as an “excess parachute payment” (as defined in Section 280G of the Code). (k) All Parent Company Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any Parent Company Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l2.12(l) or Parent Company SEC Reports filed prior to the date hereof, hereof contain a complete and correct list of employment agreements for senior officers employees of the Parent; copies Company. Copies of each such agreement agreements have been provided or made available to the CompanyParent.

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent Chelsea is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the ParentChelsea, has sought to represent any of the employees, representatives, or agents of the ParentChelsea. There is no strike or other labor dispute involving the Parent Chelsea pending or, to the knowledge of the ParentChelsea, threatened, nor is the Parent Chelsea aware of any labor organization activity involving its employees. (b) Section 2.12(b) of the Chelsea Schedule 3.12(b) contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent Chelsea with respect to current or former employees or any current or former director director, independent contractor or consultant of ParentChelsea, and/or (ii) any trade or business, whether or not incorporated, that together with Parent Chelsea would be deemed a “single employer” that includes Parent Chelsea within the meaning of Section 4001(a)(14) of ERISA, and the rules and regulations promulgated thereunder (collectively, collectively the “Parent Chelsea Benefit Plans”); provided that , including a summary of each informal or unwritten Parent Chelsea Benefit Plan is described in summary form in Plan. Section 2.12(b) of the Chelsea Schedule 3.12(b). Schedule 3.12(b) identifies each Parent Chelsea Benefit Plan that is a “pension benefit plan” under Section 3(2) of ERISA (“Parent Chelsea Pension Plan”). Schedule 3.12(b) , and discloses whether each Parent Chelsea Benefit Plan that is an “employee welfare benefit plan” under Section 3(1) of ERISA (“Parent Chelsea Welfare Plan”) is (i) unfunded, (ii) insured, or (iii) funded through a “welfare benefit fund” within the meaning of Section 419(e) of the Code or another funding mechanism. (c) True and complete copies of all (i) Parent All Chelsea Benefit Plans, including but not limited to, any trust instruments and insurance contracts forming a part of any Parent Plans, and all amendments thereto and summaries of unwritten Parent Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Plan and related trust which is intended to satisfy the requirements of Section 401 (a) of the Code; (v) the most recent summary plan description, together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Plan; and (vi) all material communications to any Parent Employees relating to each Parent Plan have been provided or made available to Parent. (d) All Plans that are “employee benefit plans” within the meaning of Section 3(3) of ERISA, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA, ERISA covering Parent Chelsea Employees (the “Parent Chelsea Plans”), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Chelsea Pension Plan which that is intended to be qualified under Section 401(a) of the Code, Code either has received a favorable determination letter from the Internal Revenue Service with respect to TRA (the “IRS”) stating that it is so qualified, or it is in a timely application for such determination prototype or volume submitter plan document that has been pre-approved by the IRS as is now pending or evidenced by a request for such determination filed within letter from the remedial amendment period of Section 401 (b) of the Code is pendingIRS, and nothing has occurred that could reasonably be expected to affect adversely the Parent is not aware qualified status of any circumstances likely to result in revocation of any such favorable determination letterplan. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Chelsea Benefit Plans, no material claim against any Parent Chelsea Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,involving, any Parent Chelsea Benefit Plan, is pending, or to the knowledge of the ParentChelsea, threatened. (ed) Neither the Parent nor any of its Subsidiaries Chelsea has not engaged in a transaction with respect to any Parent Chelsea Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent or any Subsidiary Chelsea to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (fe) No current or former Parent Chelsea Pension Plan or pension plan of any entity which is considered one employer with Chelsea under Section 4001 of its Subsidiaries, ERISA or any Section 414 of the Code (an “ERISA Affiliate”), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Chelsea Benefit Plan constitutes a multiemployer plan within the meaning of §Section 3(37) of ERISA. (gf) All contributions required to be made under the terms of any Parent Chelsea Plan have been timely made or have been reflected on the audited financial statements of the ParentChelsea. (hg) Neither Parent nor any of its Subsidiaries Chelsea has any no obligations for retiree health and life benefits under any Parent Chelsea Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on the ParentChelsea, except as required under §Section 601 of ERISA. (ih) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent or any of the Subsidiaries Chelsea to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Chelsea Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent Chelsea Benefit Plans. (ji) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent or any of its SubsidiariesChelsea, who is a “disqualified individual” (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Chelsea Benefit Plan would not be characterized as an “excess parachute payment” (as defined in Section 280G of the Code). (kj) All Parent Chelsea Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no unfunded liabilities exist with respect to any Parent Chelsea Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l) or Parent SEC Reports filed prior to the date hereof, contain a complete and correct list of employment agreements for senior officers of the Parent; copies of each such agreement have been provided or made available to the Company.

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent Lev is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the ParentLev, has sought to represent any of the employees, representatives, or agents of the ParentLev. There is no strike or other labor dispute involving the Parent Lev pending or, to the knowledge of the ParentLev, threatened, nor is the Parent Lev aware of any labor organization activity involving its employees. (b) Schedule 3.12(b2.12(b) contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent Lev with respect to current or former employees or any current or former director or consultant of ParentLev, and/or (ii) any trade or business, whether or not incorporated, that together with Parent Lev would be deemed a “"single employer” " that includes Parent Lev within the meaning of Section 4001(a)(14) of ERISA, and the rules and regulations promulgated thereunder (collectively, “Parent "Lev Benefit Plans”"); provided that each informal or unwritten Parent Lev Benefit Plan is described in summary form in Schedule 3.12(b2.12(b). Schedule 3.12(b2.12(b) identifies each Parent Lev Benefit Plan that is a “"pension benefit plan” " under Section 3(2) of ERISA (“Parent "Lev Pension Plan”"). Schedule 3.12(b2.12(b) discloses whether -------------------------------------------------------------------------------- 13 each Parent Lev Benefit Plan that is an “"employee welfare benefit plan” " under Section 3(1) of ERISA (“Parent "Lev Welfare Plan”") is (i) unfunded, (ii) insured, or (iii) funded through a “"welfare benefit fund” " within the meaning of Section 419(e) of the Code or another funding mechanism. (c) True and complete copies of all (i) Parent Lev Benefit Plans, including but not limited to, any trust instruments and insurance contracts forming a part of any Parent Lev Plans, and all amendments thereto and summaries of unwritten Parent Lev Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Lev Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Lev Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Lev Plan and related trust which is intended to satisfy the requirements of Section 401 (a401(a) of the Code; (v) the most recent summary plan description, together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Lev Plan; and (vi) all material communications to any Parent Lev Employees relating to each Parent Lev Plan have been provided or made available to Parent. (d) All “"employee benefit plans” " within the meaning of Section 3(3) of ERISA, other than “"multiemployer plans” " within the meaning of Section 3(37) of ERISA, covering Parent Lev Employees (the “Parent "Lev Plans”"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Lev Pension 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 with respect to TRA or a timely application for such determination is now pending or a request for such determination filed within the remedial amendment period of Section 401 (b401(b) of the Code is pending, and the Parent Lev is not aware of any circumstances likely to result in revocation of any such favorable determination letter. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Lev Benefit Plans, no material claim against any Parent Lev Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,involving, any Parent Lev Benefit Plan, is pending, or to the knowledge of the ParentLev, threatened. (e) Neither the Parent Lev nor any of its Subsidiaries has engaged in a transaction with respect to any Parent Lev Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent Lev or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (f) No current or former Parent Lev Pension Plan or pension plan of any of its Subsidiaries, or any entity which is considered one employer with Lev under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate"), is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Lev Benefit Plan constitutes a multiemployer plan within the meaning of §Section 3(37) of ERISA. (g) All contributions required to be made under the terms of any Parent Lev Plan have been timely made or have been reflected on the audited financial statements of the Parent.Lev. -------------------------------------------------------------------------------- 14 (h) Neither Parent Lev nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Parent Lev Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on the ParentLev, except as required under §Section 601 of ERISA. (i) The Except as set forth in Schedule 2.12, the consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent Lev or any of the its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Lev Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent Lev Benefit Plans. (j) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent Lev or any of its Subsidiaries, who is a “"disqualified individual” " (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Lev Benefit Plan would not be characterized as an “"excess parachute payment” " (as defined in Section 280G of the Code). (k) All Parent Lev Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no unfunded liabilities exist with respect to any Parent Lev Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l2.12(l) or Parent SEC Reports filed prior to the date hereof, contain contains a complete and correct list of employment agreements for senior officers of the ParentLev; copies of each such agreement have been provided or made available to the CompanyParent or Parent's counsel.

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Parent, has sought to represent any of the employees, representatives, or agents of the Parent. There is no strike or other labor dispute involving the Parent pending or, to the knowledge of the Parent, threatened, nor is the Parent aware of any labor organization activity involving its employees. (b) Schedule 3.12(b) contains a complete list of each Parent has no pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent with respect to current or former employees or any current or former director or consultant of Parent, and/or (ii) any trade or business, whether or not incorporated, that together with Parent would be deemed a “"single employer” " that includes Parent within the meaning of Section 4001(a)(14) of ERISAthe Employee Retirement Income Security Act of 1974, as amended ("ERISA "), and the rules and regulations promulgated thereunder (collectively, “"Parent Benefit Plans”); provided that each informal or unwritten Parent Benefit Plan is described in summary form in Schedule 3.12(b"). Schedule 3.12(b) identifies each Parent has no Benefit Plan that is a “"pension benefit plan” " under Section 3(2) of ERISA (“"Parent Pension Plan”"). Schedule 3.12(b) discloses whether each Parent also has no Parent Benefit Plan that is an “"employee welfare benefit plan” " under Section 3(1) of ERISA (“"Parent Welfare Plan”") which is (i) unfunded, (ii) insured, or (iii) funded through a “"welfare benefit fund” " within the meaning of Section 419(e) of the Code or another funding mechanism. (c) True and complete copies of all (i) Parent Benefit Plans, including including, but not limited to, any trust instruments and insurance contracts forming a part of any Parent Benefit Plans, and all amendments thereto and summaries of unwritten Parent Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Benefit Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Benefit Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Benefit Plan and related trust which is intended to satisfy the requirements of Section 401 (a401(a) of the Code; (v) the most recent summary plan description, description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Benefit Plan; and (vi) all material communications to any Parent Employees relating to each Parent Benefit Plan have been provided or made available to Parent.Lev. -------------------------------------------------------------------------------- 24 (d) All “"employee benefit plans” " within the meaning of Section 3(3) of ERISA, other than “"multiemployer plans” " within the meaning of Section 3(37) of ERISA, covering Parent Employees (the “"Parent ERISA Plans”"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Pension 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 with respect to TRA "TRA" (as defined in Section 1 of Rev. Proc. 93-39) or a timely application for such determination is now pending or a request for such determination filed within the remedial amendment period of Section 401 (b401(b) of the Code is pending, and the Parent is not aware of any circumstances likely to result in revocation of any such favorable determination letter. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Benefit Plans, no material claim against any Parent Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,any Parent Benefit Plan, is pending, or to the knowledge of the Parent, threatened. (e) Neither the Parent nor any of its Subsidiaries has engaged in a transaction with respect to any Parent Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (f) No current or former Parent Pension Plan of Parent or pension plan of any of its Subsidiaries, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Benefit Plan constitutes a multiemployer plan within the meaning of §Section 3(37) of ERISA. (g) All contributions required to be made under the terms of any Parent Plan have been timely made or have been reflected on the audited financial statements of the Parent. (h) Neither Parent nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Parent Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on the Parent, except as required under §ss. 601 of ERISA. (i) The consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent or any of the its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent Benefit Plans. (j) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent -------------------------------------------------------------------------------- 25 or any of its Subsidiaries, who is a “"disqualified individual” " (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Benefit Plan would not be characterized as an “"excess parachute payment” " (as defined in Section 280G of the Code). (k) All Parent Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any Parent Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l) or Parent SEC Reports filed prior to the date hereof, contain contains a complete and correct list of employment agreements for senior officers of the Parent; copies of each such agreement have been provided or made available to the CompanyLev or Lev's counsel.

Labor Agreements and Actions; Employee Benefit Plans. (a) Parent Callisto is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the ParentCallisto, has sought to represent any of the employees, representatives, or agents of the ParentCallisto. There is no strike or other labor dispute involving the Parent Callisto pending or, to the knowledge of the ParentCallisto, threatened, nor is the Parent Callisto aware of any labor organization activity involving its employees. (b) Schedule 3.12(b) contains a complete list of each pension, profit-sharing or other retirement, bonus, deferred compensation, employment agreement, severance agreement, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, long- or short-term disability, fringe benefit, sick pay, or vacation pay, or other employee benefit plan, program, agreement, or arrangement or policy, whether formal or informal, funded or unfunded, written or unwritten, and whether legally binding or not, sponsored, maintained, contributed to or required to be contributed to by (i) Parent Callisto with respect to current or former employees or any current or former director or consultant of ParentCallisto, and/or (ii) any trade or business, whether or not incorporated, that together with Parent Callisto would be deemed a “"single employer” " that includes Parent Callisto within the meaning of Section 4001(a)(14) of ERISAthe Employee Retirement Income Security Act of 1974, as amended ("ERISA "), and the rules and regulations promulgated thereunder (collectively, “Parent "Callisto Benefit Plans”"); provided that each informal or unwritten Parent Callisto Benefit Plan is described in summary form in Schedule 3.12(b). Schedule 3.12(b) identifies each Parent Callisto Benefit Plan that is a “"pension benefit plan” " under Section 3(2) of ERISA (“Parent "Callisto Pension Plan”"). Schedule 3.12(b) discloses whether each Parent Callisto Benefit Plan that is an “"employee welfare benefit plan” " under Section 3(1) of ERISA (“Parent "Callisto Welfare Plan”") is (i) unfunded, (ii) insured, or (iii) funded through a “"welfare benefit fund” " within the meaning of Section 419(e) of the Internal Revenue Code ("Code") or another funding mechanism. (c) True and complete copies of all (i) Parent Callisto Benefit Plans, including including, but not limited to, any trust instruments and insurance contracts forming a part of any Parent Callisto Benefit Plans, and all amendments thereto and summaries of unwritten Parent Callisto Benefit Plans; (ii) the three (3) most recent actuarial valuations, if any, prepared for each Parent Callisto Benefit Plan; (iii) the three (3) most recent reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each Parent Callisto Benefit Plan or related trust; (iv) the most recent determination letters received from the Internal Revenue Service, if any, for each Parent Callisto Benefit Plan and related trust which is intended to satisfy the requirements of Section 401 (a401(a) of the Code; (v) the most recent summary plan description, description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Parent Callisto Benefit Plan; and (vi) all material communications to any Parent Employees relating to each Parent Callisto Benefit Plan have been provided or made available to ParentSynergy. (d) All “"employee benefit plans” " within the meaning of Section 3(3) of ERISA, other than “"multiemployer plans” " within the meaning of Section 3(37) of ERISA, covering Parent Callisto Employees (the “Parent "Callisto ERISA Plans”"), to the extent subject to ERISA, are in substantial compliance with ERISA, the Code, and all other applicable law. Each Parent Callisto Pension 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 with respect to TRA "TRA" (as defined in Section 1 of Rev. Proc. 93-39) or a timely application for such determination is now pending or a request for such determination filed within the remedial amendment period of Section 401 (b401(b) of the Code is pending, and the Parent Callisto is not aware of any circumstances likely to result in revocation of any such favorable determination letter. As of the date hereof, other than claims for benefits submitted in the ordinary course by participants or beneficiaries under the Parent Callisto Benefit Plans, no material claim against any Parent Callisto Benefit Plan, and no legal or regulatory proceeding (including any audit or voluntary compliance resolution or closing agreement program proceeding) involving ,any Parent Callisto Benefit Plan, is pending, or to the knowledge of the ParentCallisto, threatened. (e) Neither the Parent Callisto nor any of its Subsidiaries has engaged in a transaction with respect to any Parent Callisto Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject the Parent Callisto or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material. (f) No current or former Parent Callisto Pension Plan of Callisto or pension plan of any of its Subsidiaries, or any ERISA Affiliate, is or has ever been subject to Title IV of ERISA or Section 412 of the Code. No Parent Callisto Benefit Plan constitutes a multiemployer plan within the meaning of §3(37ss.3(37) of ERISA. (g) All contributions required to be made under the terms of any Parent Callisto Plan have been timely made or have been reflected on the audited financial statements of the ParentCallisto. (h) Neither Parent Callisto nor any of its Subsidiaries has any obligations for retiree health and life benefits under any Parent Callisto Plan or has ever represented, promised or contracted (whether in oral or written form) to any employee(s) that such employee(s) would be provided with retiree health or life benefits which would have a material impact on the ParentCallisto, except as required under §ss. 601 of ERISA. (i) The Except as set forth in Schedule 3.12 (i) the consummation of the transactions contemplated by this Agreement will not (x) entitle any employees of Parent or Callisto any of the its Subsidiaries to severance pay, (y) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust other or otherwise) of compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, any of the Parent Callisto Benefit Plans or (z) result in any breach or violation of, or a default under, any of the Parent Callisto Benefit Plans. (j) Any amount that could be received (whether in cash, property, or vesting of property) as a result of the transaction contemplated by this Agreement by any officer, director, employee or independent contractor of Parent Callisto or any of its Subsidiaries, who is a “"disqualified individual” " (as defined in proposed Treasury Regulation Section 1.280G-1), under any employment arrangement or Parent Callisto Benefit Plan would not be characterized as an “"excess parachute payment” " (as defined in Section 280G of the Code). (k) All Parent Callisto Benefit Plans covering current or former non-U.S. Employees complies in all material respects with applicable law, and no . No unfunded liabilities exist with respect to any Parent Callisto Benefit Plan that covers such non-U.S. Employees. (l) Schedule 3.12(l) or Parent SEC Reports filed prior to the date hereof, contain contains a complete and correct list of employment agreements for senior officers of the ParentCallisto; copies of each such agreement have been provided or made available to the CompanySynergy or Synergy 's counsel.