Common use of Labor, Benefit and Employment Agreements Clause in Contracts

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement, the Seller is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses. Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledge, claims to be certified, as a collective bargaining agent to represent any employees of the Seller, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Seller. (c) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (d) Except as disclosed in Schedule 5.10, the Seller does not maintain, or have any liabilities or Assumed Liabilities of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pension

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid or payable by the Seller Company during or with respect to the 1997 2007 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00050,000. (b) No union is now certified or, to the best of the Seller's Stockholder’s knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the Seller's Stockholder’s knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (c) There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. Neither the Company nor the Stockholder has received any notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) With respect to any "“multiemployer plan" ” (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) to which the Seller or any of its past or present affiliates Company has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates hasCompany has not, at any time on or after April 29, 1980time, suffered or caused any "“complete withdrawal" ” or "“partial withdrawal" ” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (de) Except as disclosed in Schedule 5.104.17, the Seller Company does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have or has any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due (prior to imposition of any interest or penalties) in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller Company has made all required contributions to or in respect of any and all such benefit plans, (ii) no "“accumulated funding deficiency" ” (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "“prohibited transaction" ” (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "“reportable event" ” (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller Company as "“employee pensionpension benefit plans” or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be “qualified” under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Stockholder has no knowledge of any state of facts, conditions or occurrences such as would impair the “qualified” status of any of such plans. (f) Except for the group insurance programs listed in Schedule 4.17, the Company does not maintain any medical, health, life or other employee benefit insurance programs or any welfare plans (within the meaning of Section 3(1) of ERISA) for the benefit of any current or former employees, and, except as required by law, the Company does not have any liability, fixed or contingent, for health or medical benefits to any former employee.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller TechStar is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). TechStar is not now, nor has it ever been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by TechStar during the Seller 1996 calendar year or to be paid by TechStar during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00050,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of TechStar and AUGI, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerTechStar, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of TechStar and AUGI, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerTechStar. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of TechStar. Except as set forth on Schedule 4.17, TechStar has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare or wages and hours. (d) TechStar has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (de) Except as disclosed in Schedule 5.104.17, the Seller TechStar does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement retirement, supplemental retirement, or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as as, and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller TechStar has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller TechStar as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and neither TechStar nor AUGI has any knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.13 annexed hereto, the Seller is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the SellerBusiness, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the BusinessesBusiness. Schedule 5.10 4.13 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 2003 calendar year to employees or consultants of the Seller Business who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00040,000. (b) No union is now certified or, to the best of the Seller's knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerBusiness, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerBusiness. (c) With respect There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any "multiemployer plan" (as defined in Section 3(37) employees of the Employee Retirement Income Security Act Business. The Seller has not received any written notice of 1974, as amended ("ERISA")) to which any actual or alleged violation by the Seller of any law, regulation, order or any contract term affecting the collective bargaining rights of its past employees, equal opportunity in employment, or present affiliates has at any time been required to make contributionsemployee health, neither the Seller nor any of its past safety, welfare, or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 wages and 4205 of ERISA) therefrom on its parthours. (d) Except as disclosed in set forth on Schedule 5.104.13, neither the Seller does not maintain, or have nor any liabilities or Assumed Liabilities of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation member of the foregoing, Controlled Group (i) the Seller has made all required contributions at any time maintained, contributed to or in respect of any and all such benefit plansparticipated in, (ii) no "accumulated funding deficiency" has or had at any time any obligation to maintain, contribute to or participate in, or (iii) has any liability or contingent liability, direct or indirect, with respect to any Employee Benefit Plan (as such term is defined in Section 412 2.2(b), hereof). Whenever used in this Agreement, the term "Controlled Group" shall refer to the Seller and each other corporation or other entity under common control with the Seller (pursuant to the provisions of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of at any of such benefit plans, and time during the present value of all vested accrued benefits thereunder does not, sixty (60) month period ending on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionClosing Date.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement5.19 annexed hereto, the Seller IDF is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). IDF is not now, nor has it ever been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 5.19 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by IDF during the Seller 1996 calendar year or to be paid by IDF during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00050,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of IDF and each of AUGI, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerIDF, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of IDF, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerIDF. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of IDF. Except as set forth on Schedule 5.19, IDF has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) IDF has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (de) Except as disclosed in Schedule 5.105.19, the Seller IDF does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement retirement, supplemental retirement, or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as as, and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller IDF has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller IDF as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). The Company is not now, and never has been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller Company during the 1997 1995 calendar year or to be paid by the Company during the 1996 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00025,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of the Company and each of the Principal Stockholders, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Company and each of the Principal Stockholders, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. The Company has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) The Company has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (de) Except as disclosed in Schedule 5.104.17, the Seller Company does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement or other such benefit planretirement, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionsupplemental retirement,

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.16 annexed hereto, the Seller is ------------- not a party to and does not have any has no commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-non- union employee(s) of the BusinessesUltrasound Business. Schedule 5.10 4.16 sets forth the ------------- amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 1996 calendar year to employees or consultants of the Seller Ultrasound Business who then received or presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's and the Stockholder's knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerUltrasound Business, and there are no labor disputes existing or, to the best of the Seller's and the Stockholder's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerUltrasound Business. (c) There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Ultrasound Business. Neither the Seller nor the Stockholder has received any written notice of any actual or alleged violation by the Seller of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates Affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates Affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (de) Except as disclosed in Schedule 5.104.16, the Seller does not ------------- maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have or any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and neither the Seller nor the Stockholder has any knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement2.15. annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of the Company and the Stockholders, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Company and the Stockholders, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (b) Except as set forth on Schedule 2.15, there are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. The Company has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunities in employment, or employee health, safety, welfare, or wages and hours. (c) With respect The Company has never at any time been required to make contributions to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (d) Except as disclosed in on Schedule 5.102.15, the Seller Company does not maintain, maintain or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of . (e) Except for the foregoinggroup insurance programs listed in Schedule 2.15, (i) the Seller has made all required contributions to Company does not maintain any medical, health, life or in respect of other employee benefit insurance programs or any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" welfare plans (within the meaning of Section 4043(b3(1) of ERISA) with respect for the benefit of any current or former employees, and, except as required by law, the Company has no liability, fixed or contingent, for health or medical benefits to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionformer employee.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.12 annexed hereto, the Seller is Sellers are not a party to and does not have any no commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the BusinessesBusiness. Schedule 5.10 sets Sellers have previously provided to Buyer a list setting forth the amount of all base salary or compensation or remuneration (but not including any discretionary bonuses) paid by the Seller Sellers during the 1997 2014 calendar year (and during the first nine (9) months of 2015 on an annualized basis), to employees or consultants of the Seller Business who then received or presently receive aggregate compensation or remuneration at an annual rate in excess of Thirty-Five Thousand Dollars ($35,000). (b) No union is now certified or, to the best of the Seller's Sellers’ and Member’s knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerBusiness, and there are no labor disputes existing or, to the best of the Seller's Sellers’ and Member’s knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerBusiness. (c) There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Business. Neither Sellers nor Member have received any written notice of any actual or alleged violation by Sellers of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) With respect to any "“multiemployer plan" ” (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)) to which the Seller Sellers or any of its past or present affiliates their Affiliates has at any time been required to make contributions, neither the Seller Sellers nor any of its past or present affiliates hastheir Affiliates have, at any time on or after April 29, 1980, suffered or caused any "“complete withdrawal" ” or "“partial withdrawal" ” (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. The term “Affiliate” means, as respects any person or entity, any other person or entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the first person or entity. (de) Except as disclosed in Schedule 5.104.12, to the Seller does best knowledge of Sellers and Member, Sellers do not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have or any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has Sellers have made all required contributions to or in respect of any and all such benefit plans, (ii) no "“accumulated funding deficiency" (” as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "“Code")”) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) to the best of Sellers’ and Member’s knowledge there has been no "“prohibited transaction" ” (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) to the best of Sellers’ and Member’s knowledge there has been no "“reportable event" ” (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by Sellers as “employee pension benefit plans” or other plans within Section 3 of ERISA have been determined by the Seller Internal Revenue Service to be “qualified” under Section 401(a) of the Code, and to the best of Sellers’ and Member’s knowledge have been administered and are in compliance with ERISA and the Code; and neither Sellers nor Member have any knowledge of any state of facts, conditions or occurrences such as "employee pensionwould impair the “qualified” status of any of such plans. Prior to the Closing Sellers will have terminated or begun the termination process of each of its benefit plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement3.17 annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). Schedule 5.10 3.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid or to be paid by the Seller Company during the 1997 calendar fiscal year ended April 30, 1998 and during the two months ended June 30, 1998 to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) 25,000. No union is now certified or, to the best of the Seller's knowledgeknowledge of the Company and Kalpaxis, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Company or Kalpaxis, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (b) Except as set forth on Schedule 3.17, there are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. The Company has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (c) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates Company has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates hasCompany has not, at any time on or after April 29, 1980time, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (d) Except as disclosed in on Schedule 5.103.17, the Seller Company does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller Company has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller Company as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Principal Stockholders have no knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement, the Seller is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses. Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledge, claims to be certified, as a collective bargaining agent to represent any employees of the Seller, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Seller. (c) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (d) Except as disclosed in Schedule 5.10, the Seller does not maintain, or have any liabilities or Assumed Liabilities of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Seller does not have any knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller Corporation is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). The Corporation is not now, nor has it ever been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller Corporation during the 1997 1995 calendar year or to be paid by the Corporation during the 1996 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of the Corporation and the Stockholder, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCorporation, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Corporation and the Stockholder, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCorporation. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Corporation. Except as set forth on Schedule 4.17, the Corporation has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) The Corporation has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (de) Except as disclosed in Schedule 5.104.17, the Seller Corporation does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement retirement, supplemental retirement, or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as as, and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller Corporation has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller Corporation as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Stockholder has no knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement5.15 annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). Schedule 5.10 5.15 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid or payable by the Seller Company during or with respect to the 1997 1999 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the SellerPrincipal Stockholder's knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the SellerPrincipal Stockholder's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (c) There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. Neither the Company nor any of the Stockholders has received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates Company has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates hasCompany has not, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (de) Except as disclosed in Schedule 5.105.15, the Seller Company does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have or has any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionpotential

Labor, Benefit and Employment Agreements. (a) 4.17.1. Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller FGC is not a party to and does not have any has no commitment or obligation in respect of (ia) any collective bargaining agreement or other labor agreement relating to any employees of the Selleragreement, or (iib) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the BusinessesFGC. Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller FGC during the 1997 calendar year to employees or consultants of the Seller who then received or presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) 4.17.2. No union is now certified or, to the best of the Seller's knowledge, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerFGC, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerFGC. (c) 4.17.3. There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of FGC. The Seller has not received any written notice of any actual or alleged violation by FGC of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. 4.17.4. With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller FGC or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (d) 4.17.5. Except as disclosed in Schedule 5.104.17, the Seller FGC does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have or any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (ia) the Seller FGC has made all required contributions to or in respect of any and all such benefit plans, (iib) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iiic) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (ivd) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and FGC has no knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any such plans. All such plans will be terminated as of the Closing Date.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement, the Seller is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-non- hourly and/or non-union employee(s) of the Businesses. Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledge, claims to be certified, as a collective bargaining agent to represent any employees of the Seller, and there are no labor disputes existing or, to the best of the Seller's knowledge, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Seller. (c) With respect to any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part. (d) Except as disclosed in Schedule 5.10, the Seller does not maintain, or have any liabilities or Assumed Liabilities of any kind with respect to, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Seller does not have any knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans. All of the matters listed on Schedule 5.10 shall constitute Excluded Liabilities.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17(a) of the Disclosure Schedule, neither of the Seller Companies is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Sellercovering unionized employees, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses. Schedule 5.10 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid which is not terminable without penalty by the Seller during the 1997 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000subject Company on not more than thirty-one (31) days’ prior written notice. (b) No union is now certified or, to or has claimed the best of the Seller's knowledge, claims right to be certified, certified as a collective bargaining agent to represent any employees of the Sellereither Company, and there are no organizational activities or labor disputes existing or, to the best of the Seller's ’s knowledge, threatened, involving organizational activities, picketing, strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the Sellereither Company. (c) With respect Neither of the Companies nor Seller has received written notice of any unfair labor practice charges or petitions for election filed, pending or being litigated before the National Labor Relations Board or any State labor relations board. (d) Except as set forth in Schedule 4.17(d) of the Disclosure Schedule, neither of the Companies (nor any of its employees by reason of their employment with the Companies) participates in, is a party to, or otherwise has any liability associated with (i) any bonus, deferred compensation, stock option, stock purchase, consulting, retirement, severance, welfare or incentive plan, pension plan or profit sharing plan, (ii) any other such benefit plan constituting an “employee benefit plan” within the meaning of Section 3(3) of ERISA or (iii) any benefit or compensation arrangement covering non-employee consultants or service providers to either Company (collectively, an “Employee Plan”). Complete and accurate copies of all Employee Plans which have been reduced to writing and written summaries of all unwritten Employee Plans have been delivered to Buyer. All such Employee Plans constitute part of a group benefits program of Seller, and none of such Employee Plans are maintained by the Companies. (e) Neither of the Companies (i) is a party to or is obligated to contribute to any "“multiemployer plan" ” (as defined in Section 3(37) of the Employee Retirement Income Security Act ERISA or Section 4001(a)(3) of 1974ERISA), as amended ("ERISA")ii) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29since December 31, 19802003, suffered or caused any "“complete withdrawal" ” or "“partial withdrawal" ” (as such those terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its partpart or (iii) has maintained an employee benefit plan subject to Section 412 of the Code or Title IV of ERISA. For purposes of this Section “ERISA Affiliate” means any entity which is, or at any applicable time was, a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined under Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes or included either of the Companies. (df) Except as disclosed in Schedule 5.104.17(f) of the Disclosure Schedule, the Seller does Companies do not maintain, or have any material liabilities or Assumed Liabilities obligations of any kind with respect toto any Employee Plan, any bonus, deferred compensation, pension, profit sharing, retirement or other such benefit plan, and does not have any material potential or contingent liability in respect of any actions or transactions transaction relating to any such plan Employee Plan, other than to make contributions thereto if, as and when due (prior to imposition of any interest or penalties) in respect of periods subsequent to the date hereof. Without limitation . (g) Except for the pension plans, group medical insurance programs and any other medical insurance listed in Schedule 4.17(g) of the foregoingDisclosure Schedule, (i) the Seller has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 neither of the Internal Revenue Code Companies, nor Seller on behalf of 1986either Company, as amended (the "Code")) has been incurred in respect of maintains any of such medical, health, life or other employee benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of programs or any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" welfare plans (within the meaning of Section 4043(b3(1) of ERISA) for the benefit of any current or former employees, and, except as required by statute or governmental regulation, neither of the Companies has any liability, fixed or contingent, for health or medical benefits to any former employee. No Employee Plan is funded by, associated with or related to a “voluntary employee’s beneficiary association” within the meaning of Section 501(c)(9) of the Code. (h) No plan documentation or agreement, summary plan description or other written communication distributed generally to employees by its terms prohibits either Company from amending or terminating any Employee Plan, except in accordance with the subject Employee Plan. (i) To the extent that any of the plans, programs or policies listed in Schedule 4.17(a) constitutes part of a group benefits program of Seller and any of its Affiliates (other than PSI), no representation or warranty is made as to the continued availability of coverage or eligibility thereunder from and after the Closing, except as otherwise provided in the Transition Services Agreement (as hereinafter defined). (j) Schedule 4.17(j) of the Disclosure Schedule contains a list of all employees of each Company on the date of this Agreement, along with the position, date of hire, annual rate of compensation (or with respect to any employees compensated on an hourly or per diem basis, the hourly or per diem rate of compensation), estimated or target annual incentive compensation of each such plan. All Person and employment status of each such Person (including whether the Person is on leave of absence and the dates of such plans which constituteleave). Except for those individuals who are parties to the employment agreements, are intended to constituteretention agreements, or guarantees of employment disclosed in Schedule 4.15 of the Disclosure Schedule, each employee of either Company is retained at-will. Schedule 4.17(j) contains a list of all employees of either Company who have not provided Seller with appropriate evidence of their status as citizens of the United States. To Seller’s knowledge, no key employee or group of employees has given written notice to either Company terminating his or her employment with either Company. Each Company is in compliance with all applicable laws relating to the employment of employees, including, without limitation, the hiring and termination of employees, except where any non-compliance has not been treated and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Companies or their businesses. (k) Schedule 4.17(k) of the Disclosure Schedule contains a list of all (i) consultants, and (ii) independent contractors currently engaged by either Company, along with the Seller position, date of engagement and rate of remuneration for each such Person. Except as "set forth in Schedule 4.17(k), none of such consultants or independent contractors is a party to a written agreement or contract with either Company. (l) Schedule 4.17(l) of the Disclosure Schedule sets forth a list of each employee pensionof either Company who is providing services in the United States and who holds a temporary work authorization (“Work Permit”), including H-1B, TN, X-0, X-0, X-0, X-0 or J-1 visa status or Employment Authorization Document (“EAD”) work authorizations, setting forth the name of such employee, the type of Work Permit and the length of time remaining on such Work Permit. (m) Each Company has withheld and paid to the appropriate Governmental Body or is holding for payment not yet due to such Governmental Body all amounts required to be withheld from its employees and is not liable for any arrears of wages, Taxes, penalties or other sums for failure to comply with any of the foregoing. (n) Schedule 4.17(n) of the Disclosure Schedule contains a complete and accurate list of (i) all of the Companies’ written employee handbooks, employment manuals, employment policies, or affirmative action plans, and (ii) written summaries of all unwritten employment policies. (o) Neither Company has caused or will cause any “employment loss” (as that term is defined or used in the Worker Adjustment Retraining Notification Act) at any time from the date that is 90 days immediately preceding Seller’s execution of this Agreement and continuing through the Closing Date. (p) Neither Company has incurred, and no circumstances exist under which such Company would incur, any liability arising from the misclassification of employees as consultants or independent contractors, or from the misclassification of consultants or independent contractors as employees.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement4.17 annexed hereto, the Seller Corporation is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). The Corporation is not now, nor has it ever been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 4.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller Corporation during the 1997 1995 calendar year or to be paid by the Corporation during the 1996 calendar year to employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of the Corporation and each of the Stockholders, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCorporation, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Corporation and each of the Stockholders, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCorporation. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Corporation. Except as set forth on Schedule 4.17, the Corporation has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) The Corporation has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (de) Except as disclosed in Schedule 5.104.17, the Seller does Corporation do not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement retirement, supplemental retirement, or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as as, and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller Corporation has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller Corporation as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the Stockholders has no knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.

Labor, Benefit and Employment Agreements. (a) Except as set forth in Schedule 5.10 to this Agreement3.17 annexed hereto, the Seller Company is not a party to and does not have any commitment or obligation in respect of (i) any collective bargaining agreement or other labor agreement relating to any employees of the Seller, or (ii) any agreement with respect to the employment or compensation of any non-hourly and/or non-union employee(s) of the Businesses). The Company is not now, and never has been, a party to or subject to any collective bargaining agreement or other labor agreement. Schedule 5.10 3.17 sets forth the amount of all compensation or remuneration (including any discretionary bonuses) paid by the Seller Company during the 1997 1995 calendar year or to be paid by the Company during the 1996 calendar year to officers, directors, employees or consultants of the Seller who presently receive aggregate compensation or remuneration at an annual rate in excess of $35,00025,000. (b) No union is now certified or, to the best of the Seller's knowledgeknowledge of the Company and Xxxxxxxxxxx, claims to be certified, certified as a collective bargaining agent to represent any employees of the SellerCompany, and there are no labor disputes existing or, to the best of the Seller's knowledgeknowledge of the Company and Xxxxxxxxxxx, threatened, involving strikes, slowdowns, work stoppages, job actions or lockouts of any employees of the SellerCompany. (c) With There are no unfair labor practice charges or petitions for election pending or being litigated before the National Labor Relations Board or any other federal or state labor commission relating to any employees of the Company. The Company has not received any written notice of any actual or alleged violation of any law, regulation, order or contract term affecting the collective bargaining rights of employees, equal opportunity in employment, or employee health, safety, welfare, or wages and hours. (d) The Company has not, at any time, been and is not now required to make contributions to, be a party to or covered by (or had any of its employees covered by), and has not withdrawn from (partially or otherwise), and has not had and does not have any obligations to or in respect to of any "multiemployer plan" (as defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) to which the Seller or any of its past or present affiliates has at any time been required to make contributions, neither the Seller nor any of its past or present affiliates has, at any time on or after April 29, 1980, suffered or caused any "complete withdrawal" or "partial withdrawal" (as such terms are respectively defined in Sections 4203 and 4205 of ERISA) therefrom on its part). (de) Except as disclosed in Schedule 5.103.17, the Seller Company does not maintain, or have any liabilities or Assumed Liabilities obligations of any kind with respect to, any bonus, commission, deferred compensation, excess benefits, pension, thrift, savings, employee ownership, salary continuation, severance, profit sharing, retirement retirement, supplemental retirement, or other such benefit plan, and does not have any potential or contingent liability in respect of any actions or transactions relating to any such plan other than to make contributions thereto if, as as, and when due in respect of periods subsequent to the date hereof. Without limitation of the foregoing, (i) the Seller Company has made all required contributions to or in respect of any and all such benefit plans, (ii) no "accumulated accumu lated funding deficiency" (as defined in Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")) has been incurred in respect of any of such benefit plans, and the present value of all vested accrued benefits thereunder does not, on the date hereof, exceed the assets of any such plan allocable to the vested accrued benefits thereunder, (iii) there has been no "prohibited transaction" (as defined in Section 4975 of the Code) with respect to any such plan, and no transaction which could give rise to any tax or penalty under Section 4975 of the Code or Section 502 of ERISA, and (iv) there has been no "reportable event" (within the meaning of Section 4043(b) of ERISA) with respect to any such plan. All of such plans which constitute, are intended to constitute, or have been treated by the Seller Company as "employee pensionpension benefit plans" or other plans within Section 3 of ERISA have been determined by the Internal Revenue Service to be "qualified" under Section 401(a) of the Code, and have been administered and are in compliance with ERISA and the Code; and the SO Stockholder has no knowledge of any state of facts, conditions or occurrences such as would impair the "qualified" status of any of such plans.