Common use of Benefit Plans Clause in Contracts

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except Schedule 4.20(a)(i) contains, as disclosed in Section 3.13(a) of the Company Disclosure Scheduledate of this Agreement, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “material employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee or welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other , bonus, stock option, stock purchase, deferred compensation, pensionseverance, profit-sharingdisability, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, plans or arrangements and employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, plans maintained, or contributed to to, by the Company SES or any of its SubsidiariesAffiliates for the benefit of any Transferred Employee, or with respect to which any of the Company has Transferred Businesses could reasonably be expected to incur any liability liability, but excluding (i) collective bargaining agreements, (ii) all agreements with individuals to which any of Satlynx or its Subsidiaries, or SES or its Affiliates with respect to the AMC-23 Business, is a party (including individual retention agreements, including any arising, or arising nominally, under a retention or other plan) and (iii) all plans, agreements and arrangements providing for cash compensation and bonuses (all of the foregoing collectively, the being hereinafter called “Company Benefit Plans”). The Company SES has made available to Acquisition Corp. the GE Entities true, complete and correct and complete copies of (iA) each Company Benefit Plan document (or a written description summary of such the Company Benefit Plan if no such formal document existsit is not in written form), (B) any individual employment or consulting agreements or collective bargaining agreements set forth in Schedule 4.17(a)(i) and (ii), (C) the three most recent annual reports report on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (and all attachments theretoif any such report was required), (iiiD) the most recent summary plan description for with respect to each Company Benefit Plan for which (if any such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (vE) each trust agreement, insurance contract, service agreement, group annuity contract or other funding and financing arrangement relating to any Company Benefit Plan. SES has also delivered to the GE Entities true, if applicablecorrect and complete information regarding the current base salary, 2005 bonuses, projections as of the date hereof of 2006 bonuses and employee benefits of the Transferred Employees. Schedule 4.20(a)(iii) contains a list of the Company Benefit Plans to be transferred by SES or any of its Affiliates (other than Satlynx or any of its Subsidiaries) to Splitco or any of its Subsidiaries at Closing. (b) The consummation of the transactions contemplated by this Agreement will not (i) accelerate the time of the payment or vesting of, or increase the amount of, compensation due from SES or any of its Affiliates, to any Transferred Employee, (ii) result in any liability from SES or any of its Affiliates to any Transferred Employee, or (iii) entitle any Transferred Employee to severance pay, unemployment compensation or other similar payment from SES or any of its Affiliates. (c) Except as disclosed in Section 3.13(c) As of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination this Agreement, except as contemplated by this Agreement, none of SES or issuance any of such letter its Affiliates have announced a plan or is party to a legally binding commitment (i) that could reasonably be expected would create any additional Company Benefit Plans or (ii) to adversely affect the qualification of such amend or modify any existing Company Benefit Plan, in each case with respect to any Transferred Employee. (d) None of the Benefit Plans is, and neither the Company, Transferred Businesses have any of its Subsidiaries nor Liabilities under any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan misclassification of a person as an independent contractor rather than as an employee, except for any misclassification that does not or any other “employee benefit plan” (as defined would not be expected to have, individually or in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance withaggregate, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected adverse effect on the Company’s balance sheetTransferred Businesses, taken as a whole. (e) None As of the CompanyClosing, Splitco will not sponsor, maintain, contribute to, or have any Liability under, for or with respect to, any of its Subsidiaries Company Benefit Plans or any Employment Agreements, except as provided under the Ancillary Agreements or that are set forth on Schedule 4.20(a)(iii). From and after the Closing, neither the GE Entities nor any of their respective officers Affiliates will directly or directors andindirectly have or incur any Liabilities, to the knowledge whether by virtue of the Company, none of their respective employees transactions contemplated by this Agreement or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibilityotherwise, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to in connection with (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor Plans or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its SubsidiariesEmployment Agreements, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued provided under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary Ancillary Agreements; and (ii) the Company, a Subsidiary of the Company Transferred Employees or an ERISA Affiliate has expressly reserved to itself the right to amend, modify any other individuals who do or terminate each Benefit Plan did at any time without liability provide employment or penalty employment-type services for or with respect to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) Splitco or any of the Code SES Entities, which arose or under the National Home Health Care Corp. Deferred Compensation Plan, and as to were incurred at any welfare benefits for which the contingency for payment has already occurred, time prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractorClosing. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(bSchedule 4.01(j) of the Company Disclosure Schedule contains a complete list and correct list brief description of (A) all existing (i) “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (collectively, sometimes collectively referred to herein as the “"Company Pension Plans”"), (ii) “"employee welfare benefit plans” " (as defined in Section 3(13(l) of ERISA) and (iii) other bonus, deferred compensationhereinafter a "Welfare Plan"), pensionseverance, profit-sharingtermination, retirementchange in control, insuranceincentive compensation profit sharing stock option, stock purchase, stock optionownership, holiday vacation payphantom stock, sick paydeferred compensation plans, cafeteriaand other employee fringe benefit plans or arrangements and all employment, death benefit, survivor income, termination allowance, salary continuationtermination, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counselingcontracts or agreements, employee assistanceto which the Company or any of its subsidiaries is a party, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, with respect to which the Company or other fringe benefit any of its subsidiaries has any obligation or compensation plan, policy, practice, program or arrangement sponsored, which are maintained, contributed to or required to be maintained or contributed to by the Company or its subsidiaries for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any of its Subsidiariessubsidiaries, or with respect to (B) each employee benefit plan (as defined in Section 3(3) of ERISA) for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated and (C) any employee benefit plan in respect of which the Company could incur liability under Section 4212(c) of ERISA (all of the foregoing collectively, being herein called the “"Company Benefit Plans”"). The Company has made available to Acquisition Corp. Parent true, complete and correct and complete copies of (iA) each Company Benefit Plan document (or a written description or, in the case of such any unwritten Benefit Plan if no such formal document existsPlans, descriptions thereof), (iiB) the three most recent annual reports report on Form 5500 as filed with the Internal Revenue Service with respect to each Company Benefit Plan (and all attachments theretoif any such report was required by applicable law), (iiiC) the most recent summary plan description for each Company Benefit Plan for which such a summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, required by applicable law and (vD) each currently effective trust agreement, agreement and insurance contract, service agreement, group or annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (dii) None Except as required by COBRA, none of the Company Benefit Plans isprovides for or promises retiree medical, and neither the Companydisability or life insurance benefits to any current or former employee, any officer or director of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiaryof its subsidiaries. (iii) which has within the last six (6) years been considered a single employer with the Each Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have has been maintained, funded and administered in all material respects in accordance with its terms. To the knowledge of the Company, the terms of any applicable collective bargaining agreement andCompany, except as disclosed in Section 3.13(d) of its subsidiaries and all the Company Disclosure Schedule, each Benefit Plan Plans are in material compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable lawslaws as to the Company Benefit Plans. No action, claim or proceeding is pending, or to the knowledge of the Company, threatened with respect to any Company Benefit Plan (other than claims for benefits in the ordinary course) and to the knowledge of the Company, no fact or event exists that could give rise to any such action, claim or proceeding. (iv) The Company has not, and no subsidiary of the Company, and no entity that at any time was required to be treated as a single employer together with the Company under Section 414 of the Code or Section 4001 of ERISA (an "ERISA Affiliate"), has, at any time maintained, sponsored or contributed to, and none of the Company Benefit Plans is, a single employer plan, within the meaning of Section 4001(a)(15) of ERISA, a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) (a "Multiemployer Plan") or a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which the Company or any subsidiary of the Company could incur liability under Section 4063 or 4064 of ERISA (a "Multiple Employer Plan"). Neither the Company nor any subsidiary of its Subsidiaries the Company has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including, without limitation, any liability in connection with (i) the termination or reorganization of any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) plan subject to Title IV of ERISA), ERISA or (ii) the withdrawal from any unpaid material liability with respect Multiemployer Plan or Multiple Employer Plan, and no fact or event exists which could give rise to any terminated “employee benefit plan” such liability. (as so definedv) or (iiiEach Company Benefit Plan that is intended to comply with the provisions of Section 401(a) any other material tax or penalty of the Code has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Benefit Plan is qualified and exempt from Federal income taxes under Sections 4971 through 4980G 401(a) and 501(a), respectively, of the Code; no such determination letter has been revoked, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or revocation has not been operated in compliance with, threatened; and no amendment to such Company Benefit Plan as to which the remedial amendment period has expired would adversely affect its qualification or materially increase its cost. The Company has made available to Parent a requirement of Section 409A(a), or (y) by reason copy of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued most recent determination letter received with respect to each Company Benefit Plan that is an employee welfare benefit plan (for which such a letter has been issued, as defined in Section 3(1) well as a copy of ERISA)any pending application for a determination letter. Except as set forth in Section 3.13(dSchedule 4.01(j) of the Company Disclosure Schedule, neither Schedule lists all the Company nor any of its Subsidiaries Benefit Plan amendments as to which a favorable determination letter has any material unfunded liabilities with not yet been received. (vi) With respect to any each Company Benefit Plan that is not subject to United States Law (a "Foreign Benefit Plan"): (A) all employer and employee contributions to each Foreign Benefit Plan required by applicable law or by the terms of such Foreign Benefit Plan have been made or, if applicable, accrued in accordance with applicable accounting practices; (B) the fair market value of the assets of each funded Foreign Benefit Plan, or the liability of each insurer for any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Foreign Benefit Plan subject funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to ERISA, that reasonably could be expected to subject procure or provide for the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Scheduleaccrued benefit obligations, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body all current and (ii) there is no action, suit, investigation, inquiry or claim pending or, former participants in such plan according to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, Plan and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations; and (iiC) no payment made, each Foreign Benefit Plan required to be made or contemplated under any Benefit Plan, or by registered has been registered and has been maintained in good standing with applicable regulatory authorities. (vii) No employee of the Company or other person will be entitled to any payment or additional benefits or any acceleration of its Subsidiariesthe time of payment, constituted, funding or would constitute an “excess parachute payment” vesting of any benefits under any Company Benefit Plan solely or partially as a result of the transactions contemplated by this Agreement or as a result of a "change in ownership or control," within the meaning of such term under Section 280G of the Code. (hviii) Neither Since the date of the most recent audited financial statements included in the Company nor Filed SEC Documents, there has not been any Subsidiary of the Company has incurred adoption or could reasonably be expected to incur amendment in any liability, fine, penalty or tax (potential or otherwise) with material respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services subsidiaries of any director, officer or independent contractorCompany Benefit Plan. (jix) Except for the Stock Plans and Schedule 4.01(j) sets forth a complete list of the Company’s 401(k) plan's employees as of March 31, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect2003.

Benefit Plans. (a) Except From the date of the most recent audited financial statements included in the Company SEC Documents filed with the SEC prior to the date of this Agreement and other than as disclosed in Section 3.13(a) of set forth on the Company Disclosure Schedule, there exist has not been any adoption or amendment in any material respect by the Company or any of its Subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change in control, retention, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any of its Subsidiaries (collectively, with the Company Pension Plans, any Company “employee welfare benefit plans” (as defined in Section 3(1) of ERISA), the Company International Employee Plans and the Company Employment Agreements, the “Company Employee Plans”), excluding standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, severance or employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control benefits with a value of less than $100,000. As of the date of this Agreement, other than as set forth on the Company Disclosure Schedule, there are no employment, consulting, severanceseverance or termination agreements or arrangements (other than standard employment agreements or offer letters entered into in the ordinary course of business consistent with past practice with employees outside the United States in accordance with local Law and offer letters, retention, termination, parachute severance or change-of-employment agreements that have been entered into in the ordinary course of business or that provide for severance or change in control agreements, arrangements or understandings benefits to employees with a value of less than $100,000) between the Company or any of its Subsidiaries and any current or former employee, independent contractor, executive officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension PlansEmployment Agreements”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by nor does the Company or any of its Subsidiaries, or with respect to which the Company has Subsidiaries have any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of general severance plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code)policy. For purposes of this Agreement, an “ERISA AffiliateCompany International Employee Plan” is any entity (other than the shall mean each Company Employee Plan and each government-mandated plan or program that has been adopted or maintained by Company or any Subsidiary) Company ERISA Affiliate, whether informally or formally, or with respect to which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits will or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured may have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption benefit of a plan amendment Company Employees who perform services outside the United States. For the avoidance of doubt, this shall include, in Israel, manager’s insurance or other provident or pension funds which is needed are not government-mandated but were set up to bring the plan documents into conformity with provide for Company’s legal obligation to pay statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation severance pay (express or impliedPitzuay Piturim) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractorSeverance Pay Law 5723-1963. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in BENEFIT PLANS; RLI PLANS. Schedule 2.22 discloses all written "employee benefit plans" within the meaning of Section 3.13(a3(3) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the U.S. Employee Retirement Income Security Act of 1974, as amended amended, and the applicable rulings and regulations thereunder (“"ERISA”"), and any other written profit sharing, pension, savings, deferred compensation, fringe benefit, insurance, medical, medical reimbursement, life, disability, accident, post-retirement health or welfare benefit, stock option, stock purchase, sick pay, vacation, employment, severance, termination or other plan, agreement, contract, policy, trust fund or arrangement (each, a "Benefit Plan"), whether or not funded, (i) (collectively, the “Pension Plans”)currently maintained or sponsored by RLI, (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document RLI (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service Shareholders with respect to each Benefit Plan (and all attachments thereto)RLI) has or may have Liability or is obligated to contribute, (iiiA) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which that otherwise covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended current or former employees of RLI or its Affiliates or (B) as to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter which any such current or notification letter issued by the IRS for the form of plan former employees or their beneficiaries participated or were entitled to participate or accrue or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(aaccrued any rights thereunder (each, a "RLI Plan"), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, . Neither RLI nor any of its Subsidiaries nor any ERISA Affiliate Affiliates now maintains or contributes to, or has within the last six (6) years ever maintained, contributed to or had been obligated to contribute to, any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, employee pension benefit plan as defined in Section 3(373(2) of ERISA, (iii) whether a “multiple employer defined benefit plan or a defined contribution plan”, as described in Section 413(c) of the Code, (iv) or a “multiple employer welfare arrangement”, as plan defined in Section 3(403(27) of ERISA), or . (vb) a funded welfare benefit plan (as such term is defined in Section 419 of the Code)RLI GROUP MATTERS; FUNDING. For purposes of this Agreement, an “ERISA Affiliate” is Neither RLI nor any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer corporation that may be aggregated with the Company or any Subsidiary of the Company RLI under Section 4001(b) of ERISA or Section Sections 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, Code (the terms of "RLI Group") has any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor obligation to contribute to or any of its Subsidiaries has (i) any unpaid material fine, penalty direct or tax indirect Liability under or with respect to any Benefit Plan of the type described in Sections 4063 and 4064 of ERISA or any other “employee benefit plan” (as defined in Section 3(3413(c) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is . RLI does not likely that have any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the CodeLiability, and all contributions for any period ending on or before after the Closing Date that are RLI will not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibilityLiability, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, of any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 other member of the CodeRLI Group, (ii) any liability under Section 502(i) or Section 502(l) whether as a result of ERISA or (iii) any material liability (including liability delinquent contributions, distress terminations, fraudulent transfers, failure to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect pay premiums to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, Corporation (the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103"PBGC"), all required actions withdrawal Liability or otherwise which Liability is material to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” RLI. No accumulated funding deficiency (as defined in Section 3(3) 302 of ERISA) solely by reason of being treated as a single employer under ERISA and Section 414 412 of the Code Code) exists nor has any funding waiver from the IRS been received or requested with respect to any other entity. (i) Except as set forth in Section 3.13(i) RLI Plan or any Benefit Plan of any member of the Company Disclosure Schedule: (i) except for RLI Group and no excise or other Tax is due or owing because of any failure to comply with the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) minimum funding standards of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as ERISA with respect to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractorplans and which would have a material adverse effect on RLI. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a4.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute termination or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any individual current or former employee, independent contractor, director or officer with a title of vice president or director higher (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “"Employees”") other than the Company’s 's obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“"COBRA”"). (b) Section 3.13(b4.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (collectively, the “"Pension Plans”"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, pay or other fringe benefit or compensation plan, policy, practice, program plan or arrangement sponsored, maintained, or contributed to to, by the Company or any of its Subsidiaries, Subsidiaries for the benefit of any of the Employees or with respect to which the Company has any liability other than immaterial plans or arrangements (all of the foregoing clauses (i), (ii) and (iii) collectively, the “"Benefit Plans”"). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter received from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c4.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter letters issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “"GUST”"), no such determination or opinion, advisory or notification opinion letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, Company or any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintainedmaintains, contributed contributes to or had has any liability or potential liability with respect to (i) a “"single employer plan” " (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiemployer "multiple employer plan”, " (as such term is defined in Section 3(37) of ERISA), (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, Multiemployer Pension Plan or (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds trusts have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, and each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Employee Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d4.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, retirement or post-retirement welfare benefit other Benefit Plan that is not accurately reflected on the Company’s 's balance sheet. (e) None . For purposes of the CompanySection 4.13, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of "ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, Affiliate" means each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan entity that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services for purposes of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock Section 414 of the Company from the Company or any of its affiliates currently exists or is in effectCode.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (bi) Section 3.13(b3.01(l)(i) of the Company Disclosure Schedule contains a complete and correct accurate list of all existing (i) each “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, including multiemployer plans within the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in meaning of Section 3(13(37) of ERISA) ), whether or not subject to ERISA and (iii) other all employment, employee loan, collective bargaining, bonus, pension, profit sharing, deferred compensation, pensionincentive compensation, profit-sharing, retirement, insurancestock ownership, stock purchase, stock appreciation, restricted stock, stock option, holiday vacation pay“phantom” stock, sick payretirement, cafeteriathrift savings, death stock bonus, paid time off, fringe benefit, survivor incomevacation, termination allowance, salary continuation, severance payseverance, retention, change in control, and all other employee relocationbenefit plans, tuition reimbursementprograms, psychiatric policies or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, Contracts maintained, contributed to or required to be maintained or contributed to by the Company or any of its SubsidiariesSubsidiaries or any other person or entity that, or together with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (is treated as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the CodeCode (each, a “Commonly Controlled Entity”) (exclusive of any such plan, program, policy or Contract mandated by and maintained solely pursuant to applicable Law), in each case providing benefits to any Company Personnel (collectively, the “Company Benefit Plans”) and each Company Benefit Agreement (exclusive of local offer letters mandated under applicable non-U.S. law that do not impose any severance obligations other than any mandatory statutory severance); provided, however, that (x) with respect to Company Benefit Plans maintained solely for service providers outside of the United States (each, a “Non-U.S. Company Benefit Plan ), the term Company Benefit Plans for purposes of this Agreement shall mean any material Non-U.S. Company Benefit Plans, (y) the Company shall not be required to list Non-U.S. Company Benefit Plans on Section 3.01(l)(i) of the Company Disclosure Schedule as of the date of this Agreement but shall supplement such schedule to add such plans no later than 20 days following the date hereof and (z) individual option and restricted stock unit award agreements issued under the Company Stock Plans need not be listed on Section 3.01(l)(i) of the Company Disclosure Schedule. Each Company Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) is sometimes referred to herein as a “Company Pension Plan” and each Company Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) is sometimes referred to herein as a “Company Welfare Plan.” (ii) The Company has provided (or, in the case of Non-U.S. Company Benefit Plans, shall provide no later than 20 days following the date hereof) to Parent current, complete and accurate copies of (A) each Company Benefit Plan (or, with respect to any unwritten Company Benefit Plans, accurate descriptions thereof) and Company Benefit Agreements, (B) for the two most recent years (1) annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) or any other Governmental Entity with respect to each Company Benefit Plan (if any such report was required) and all schedules and attachments thereto, (2) audited financial statements and (3) actuarial valuation reports, (C) the most recent summary plan description and any summary of material modifications thereto for each Company Benefit Plan for which such summary plan description is required, (D) each trust Contract and insurance or group annuity Contract relating to any Company Benefit Plan and all of its related trusts(E) the most recent favorable IRS determination letter, insurance contracts and funds to the extent applicable. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each Company Benefit Plan has been maintained, funded and administered in all material respects in accordance with its terms, and the terms of any applicable collective bargaining agreement andCompany, except as disclosed in Section 3.13(d) of its Subsidiaries and all the Company Disclosure Schedule, each Benefit Plan Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA Laws and the Codeterms of all collective bargaining Contracts, and (B) all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, intended to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” qualified within the meaning of Section 280G 401(a) of the Code have received favorable determination letters from the IRS, to the effect that such Company Pension Plans are so qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent determination letter relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or increase the costs relating thereto or require security under Section 307 of ERISA. The Company has provided to Parent a complete and accurate list of all amendments to any Company Pension Plan as to which a favorable determination letter has not yet been received. (hiv) Neither the Company nor any Subsidiary Commonly Controlled Entity has, during the six-year period ending on the date hereof, maintained, contributed to or been required to contribute to any Company Pension Plan that is subject to Title IV of ERISA or Section 412 of the Company has incurred Code, or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit multiemployer plan” (as defined in Section 3(33(37) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination4001(a)(3). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute termination or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries subsidiaries and any individual current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries subsidiaries (collectively, the “Employees”) other than with respect to which the Company’s obligations annual cash, noncontingent payments thereunder exceed $100,000 or where the contingent and noncontingent annual compensation is reasonably likely to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”)exceed $150,000. (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), including any such Pension Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “Multiemployer Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and ), (iii) except for “Non U.S. Benefit Plans”, other bonus, deferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, pay or other fringe benefit or compensation plan, policy, practice, program arrangement or arrangement sponsored, practice maintained, or contributed to to, by the Company or any of its Subsidiaries, subsidiaries for the benefit of any of the Employees or with respect to which the Company has any liability liability, and (all of iv) each “Non U.S. Benefit Plan” (as defined in Section 3.13(h)) which is sponsored or maintained by the Company or its subsidiaries other than government mandated programs that are operated by a foreign government (the foregoing clauses (i), (ii) and (iii) collectively, but not (iv) the “Benefit Plans”). The Company has furnished or made available to Acquisition Corp. Merger Sub correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists)Plan, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (if applicable) (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, required and (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, agreement and group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter letters issued by the IRS for the form of the plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), ) and no such determination or opinion, advisory or notification letter has been revoked and, to revoked. To the knowledge of the Company, nothing has occurred since there is no reasonable basis for the date revocation of any such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Planletter. (d) None of the Benefit Plans is, and neither none of the Company, any of its Subsidiaries nor Company or any ERISA Affiliate has within the last six (6) years maintained, contributed to ever maintained or had any liability or potential liability with respect an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiemployer multiple employer plan”, ” (as such term is defined in Section 3(37) of ERISA), (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, Multiemployer Pension Plan or (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an the term “ERISA Affiliate” is means any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer person that, together with the Company or any Subsidiary of its subsidiaries, would be deemed a “single employer” within the Company under Section 4001(b) meaning of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan and all of its related trusts, insurance contracts and funds have has been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each such Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither To the knowledge of the Company nor any of or its Subsidiaries has (i) any subsidiaries, there are no unpaid material finecontributions, penalty premiums or tax other payments due prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any other applicable law. To the knowledge of the Company or its subsidiaries, none of the Company or any ERISA Affiliate has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to cause any one of them to incur any liability (i) under Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA with respect to any “employee benefit single-employer plan” (as such term is defined in Section 3(34001(a)(15) of ERISA), (ii) any unpaid material liability on account of a partial or complete withdrawal (as such term is defined in Sections 4203 and 4205 of ERISA, respectively) with respect to any terminated “employee benefit plan” (as so defined) Multiemployer Pension Plan, or (iii) any other material tax or penalty under Sections 4971 through 4980G on account of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) unpaid contributions to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Multiemployer Pension Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth disclosed in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee pension benefit plan” (as defined in ERISA Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity3(2)). (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a4.12(a) of the Company Buyer Disclosure ScheduleLetter lists all material Buyer Benefit Plans. For purposes of this Agreement a “Buyer Benefit Plan” is, there exist no employmentwhether or not written, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) any “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation payequity or equity-based compensation, sick payseverance, cafeteriaemployment, death benefitconsulting, survivor income, termination allowance, salary continuation, severance pay, retention, change in change-of-control, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practiceagreement, program or arrangement sponsoredpolicy, maintainedwhether or not subject to ERISA, (iii) any plan, agreement, program or contributed policy providing vacation benefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or retirement benefits (including compensation, pension or insurance benefits) or (iv) any loan to by or for the Company benefit of an officer of Buyer or any of its Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of Buyer or any of its Subsidiaries has any right to benefits or (B) which are maintained, sponsored or contributed to by Buyer or any of its Subsidiaries or to which Buyer or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company Buyer or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyb) With respect to each material Buyer Benefit Plan, the “Benefit Plans”). The Company if applicable, Buyer has made available to Acquisition Corp. correct the Company true and complete copies of (i) each Benefit Plan the plan document (or and any amendments thereto and for any unwritten plan, a written description summary of such Benefit Plan if no such formal document exists)the material terms, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto)summary plan description, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is requiredannual report on Form 5500 (including all schedules), (iv) the most recent determination letterannual audited financial statements, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any if the Buyer Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans Plan is intended to be qualified plans qualify under Section 401(a) of the Code, the most recent determination or opinion letter received from the IRS and (vi) any related trust or funding agreements or insurance policies and (vii) all material non-routine correspondence with respect to any Company Benefit Plan with a Governmental Authority. (c) Neither Buyer, nor any of its Subsidiaries nor any of their respective ERISA Affiliates maintains, sponsors, administers or contributes to (or is required to sponsor, maintain, administer or contribute to), or has within the preceding six years maintained, sponsored or contributed to, or has any Liability under or with respect to, (i) any employee benefit plan subject to Section 412 or Section 430 of the Code may either rely on an or Title IV of ERISA, (ii) any multiemployer plan (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iii) any multiple employer plan (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (iv) any multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA). Neither Buyer nor any of its Subsidiaries has any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code. No Buyer Benefit Plan is a voluntary employee benefit association under Section 501(a)(9) of the Code. Neither Buyer, nor any of its Subsidiaries nor any of their respective ERISA Affiliates has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (d) Each Buyer Benefit Plan is in compliance in all material respects with all applicable requirements of ERISA, the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to each Buyer Benefit Plan that is intended to qualify under Section 401(a) of the Code, (i) such Buyer Benefit Plan has received a favorable determination or opinion letter, advisory letter or notification letter has been issued by the IRS for the form of plan or have with respect to such qualification, (ii) its related trust has been the subject of favorable determination letters from the Internal Revenue Service determined to the effect that such Pension Plans are qualified and be exempt from Federal income taxes taxation under Section 401(a501(a) and 501(a), respectively, of the Code and (taking into account iii) to the laws commonly referred to as “GUST”)Knowledge of Buyer, no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing event has occurred since the date of such determination qualification or issuance of such letter exemption that could would reasonably be expected to adversely affect the such qualification of such Benefit Planor exemption. (de) None of the Benefit Plans is, and neither the Company, Neither Buyer nor any of its Subsidiaries nor has any ERISA Affiliate has within current or projected Liability with respect to, and no Buyer Benefit Plan provides, health, medical, life insurance or death benefits to current or former employees or other individual service providers of Buyer or any of its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the last six Code, or any similar state group health plan continuation Law, the cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Buyer Benefit Plan is maintained (6or governed by the Laws) years maintainedoutside of the United States or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of the United States. (f) The execution and delivery of this Agreement and the consummation of the Transactions will not (either alone or in combination with another event) (i) result in any payment from Buyer or any of its Subsidiaries becoming due, contributed or increase the amount of any compensation due, to any current or had former employee, director or independent contractor of Buyer or any liability of its Subsidiaries, (ii) increase any benefits otherwise payable under any Buyer Benefit Plan, (iii) result in the acceleration of the time of payment, vesting of any compensation or potential liability benefits or forgiveness of indebtedness with respect to any current or former employee, director or independent contractor of Buyer or any of its Subsidiaries, (iiv) result in any funding, through a grantor trust or otherwise, of any compensation or benefits to any current or former employee, director or independent contractor of Buyer or any of its Subsidiaries under any Buyer Benefit Plan, (v) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “single employer planexcess parachute payment” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c280G(b)(1) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (ovi) result in any breach or violation of the Code. or default under or limit Buyer’s right to amend, modify or terminate any Buyer Benefit Plan. (g) Each Buyer Benefit Plan is, and has been at all of its related truststimes since December 31, insurance contracts and funds have been maintained2020, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) Code. No person is entitled to any plangross-up, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums make-whole or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company additional payment from Buyer or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount in respect of any benefit, provide additional credit for service, Tax (including taxes imposed under Section 4999 or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 409A of the Code). (h) Neither Since December 31, 2020, there have been no pending, or, to the Company nor Knowledge of Buyer, threatened, material claims, investigations, audits or litigation against or involving any Subsidiary of the Company has incurred or could reasonably be expected to incur any liabilityBuyer Benefit Plan, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely other than ordinary claims for benefits by reason of being treated as a single employer under Section 414 of the Code with any other entityparticipants and beneficiaries. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except Each Buyer Benefit Plan can be terminated at any time for the adoption of a plan amendment which is needed any or no reason by Buyer and its Subsidiaries without any past, present or future Liability or obligation to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, Buyer or any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as solely administrative expenses related to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company consents, approvals or any Subsidiary to continue to employ any employee, or to continue the services other actions of any director, officer or independent contractorThird Party (other than solely administrative processes) are required to effect the actions contemplated by the Separation Agreement with respect to the Buyer Benefit Plans. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed otherwise set forth in Section 3.13(a) 3.17 of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between Letter: (a) All material Benefit Plans other than Benefit Plans maintained by the Company or any of its Subsidiaries outside of the United States primarily for the benefit of Employees or consultants working outside of the United States (collectively, the “Non-U.S. Benefit Plans”), are listed on Section 3.17(a) of the Company Disclosure Letter. For the purposes of this Agreement, “Benefit Plans” include all benefit and any compensation plans, programs, contracts, policies, agreements or arrangements covering current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) employees of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to ), current or former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) consultants of the Company Disclosure Schedule contains a complete and correct list or any of all existing its Subsidiaries, current or former directors of the Company, or under which the Company or any of its Subsidiaries has any liability (i) including any contingent liability), including but not limited to, “employee pension benefit plans” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not such plans are subject to ERISA, and deferred compensation, pension, retirement, health, welfare, severance, employment, perquisite, change in control, stock option, stock purchase, stock appreciation rights, stock based, incentive and bonus plans, programs, contracts, policies, agreements or arrangements. True and complete copies of all material Benefit Plans (or a written summary of any unwritten material Benefit Plan), including any trust agreement or insurance contract forming a part of such Benefit Plans, and all amendments thereto, have been provided or made available to Parent prior to the date of this Agreement. (b) All Benefit Plans other than the Non-U.S. Benefit Plans, (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “U.S. Benefit Plans”)) have been funded, established, maintained and administered in compliance in all material respects with their respective terms, ERISA, the Code and other applicable Laws. The Company has made available to Acquisition Corp. correct and complete copies of (i) each Each U.S. Benefit Plan document which is subject to ERISA (an “ERISA Plan”) that is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA intended to be qualified under Section 401(a) of the Code, has received a favorable determination or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge Knowledge of the Company, nothing has there are no existing circumstances or any events that have occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification qualified status of any such plan. There are no pending or, to the Knowledge of the Company, threatened actions, claims or lawsuits against or relating to the Benefit Plans, the assets of any of the trusts under such plans or the sponsor or the administrator, or against any fiduciary of the Benefit Plan with respect to the operation of such arrangements (other than routine benefits claims) which is reasonably expected to result in a material liability to the Company. No Benefit PlanPlan is under audit or investigation by any Governmental Entity which is reasonably expected to result in a material liability to the Company. (c) Neither the Company nor any of its Subsidiaries has engaged in a transaction with respect to any ERISA Plan that, assuming the taxable period of such transaction expired as of the date of this Agreement, would reasonably be expected to subject the Company or any Subsidiary to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. Neither the Company nor any of its Subsidiaries has incurred or reasonably expects to incur a material tax or penalty imposed by Section 4980F of the Code or Section 502 of ERISA or any material liability under Section 4071 of ERISA. (d) None of the Benefit Plans is, and neither Neither the Company, any of its Subsidiaries Subsidiaries, nor any ERISA Affiliate corporation, trade or business, or entity that would be deemed a “single employer” with the Company or any Subsidiary within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, or any of their respective predecessors, has contributed to, contributes to, has been required to contribute to, or otherwise participated in or participates in or in any way has any Liability, directly or indirectly, within the last six (6) years maintained, contributed prior to or had any liability or potential liability the date hereof with respect to (i) a “single employer plan” (as such term an employee benefit plan that is defined in Section 4001(a)(15) of ERISA) or was subject to Section 412 412, 430 or 4971 of the Code or Section 302 of ERISA or Title IV of ERISA, including, without limitation, any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code), (ii) a “multiemployer multiple employer plan”, ” (as defined in Section 3(37) 413 of ERISAthe Code), (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, welfare arrangement (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (viv) a funded welfare benefit plan (as such term is defined maintained in connection with any trust described in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o501(c)(9) of the Code. Each None of the Benefit Plan and all of its related trustsPlans provide retiree health, life insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, or other welfare benefits except as disclosed in may be required by Section 3.13(d) 4980B of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and Section 601 of ERISA or any other applicable laws. Neither Law. (e) There has been no amendment to, or announcement by, the Company nor or any of its Subsidiaries has (i) relating to, any unpaid of the U.S. Benefit Plans that would result in a material fine, penalty or tax with respect increase in liabilities to any Benefit Plan the Company or any of its Subsidiaries above the level of the expense incurred in respect thereof for the fiscal year ended December 31, 2013. Neither the execution of this Agreement, shareholder approval and adoption of this Agreement, receipt of approval or clearance from any one or more Governmental Entities in connection with the Merger or the other “employee benefit plan” (as defined transactions contemplated by this Agreement, nor the consummation of the Transactions, alone or in Section 3(3) of ERISA), (ii) any unpaid material liability combination with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax event, will (w) entitle any Employees, directors or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement consultants of the Company or any of its Subsidiaries. With respect Subsidiaries to each severance or other payment, or increase any compensation or benefits due (other than severance pay required by applicable Law), (x) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, or increase the amount of compensation or benefits payable, under any Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributionsy) result in payments that are due have been made within the time periods prescribed by ERISA and the Codewould individually or in combination with any other such payment, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is constitute an employee welfare benefit plan (“excess parachute payment,” as defined in Section 3(1280G(b)(l) of ERISA)the Code or be non-deductible under Section 162(m) of the Code, or (z) limit or restrict the right of the Company or any of its Subsidiaries or, after the consummation of the Transactions, Parent or any of its Subsidiaries, to merge, amend or terminate any Benefit Plan. Except as set forth disclosed in Section 3.13(d3.17(e) of the Company Disclosure ScheduleLetter, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Planis a party to, or is otherwise obligated under, any other promise contract, agreement, plan or arrangement that provides for the gross-up of deferred compensationa Tax, interest or post-retirement welfare benefit that is not accurately reflected on penalties imposed by Section 409A or 4999 of the Company’s balance sheetCode (or any corresponding provision of state or local Law). (ef) None All of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined material Non-U.S. Benefit Plans are listed in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e3.17(f) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body Letter and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued funded, established, maintained and administered in accordance with GAAP. The Company and each ERISA Affiliate have complied compliance in all material respects with the their respective terms and all applicable Law (including compliance with any applicable requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to registration and good standing with regulatory authorities) and have been approved by any “employee benefit plan” applicable taxation authorities for favorable taxation status to the extent such approval is available (as defined in Section 3(3) and, to the Knowledge of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) circumstances do not exist that are reasonably likely to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.cause such

Benefit Plans. (a) Except as disclosed in Section 3.13(a3.12(a) of the Company Disclosure ScheduleSchedule lists each material employee benefit plan, there exist no employmentprogram, consultingpolicy, severancepractices, retention, termination, parachute or change-of-control agreements, arrangements other arrangement providing benefits to any Company Personnel or understandings between any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of to which the Company or any of its Subsidiaries (collectivelycontributes or is obligated to contribute or under which they have any obligations, whether or not written, including without limitation any employee welfare benefit plan within the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements meaning of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(23(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, any employee pension benefit plan within the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in meaning of Section 3(13(2) of ERISA (whether or not such plan is subject to ERISA) and (iii) other any bonus, incentive, deferred compensation, pension, profit-sharing, retirement, insurancevacation, stock purchase, stock option, holiday vacation payseverance, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retentionemployment, change in of control, employee relocation, tuition reimbursement, psychiatric perquisite or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsoredpolicy (“Company Benefit Plans”) and each Contract, maintained, offer letter or contributed to by agreement of the Company or any of its SubsidiariesSubsidiaries with or addressed to any Company Personnel, including any employment, deferred compensation, consulting, severance, change of control, termination, retention, deal bonus, stay bonus or indemnification Contract with respect any Company Personnel, pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services (all of the foregoing collectively“Company Benefit Agreement”) that is material. (b) With respect to each Company Benefit Plan other than a Multiemployer Plan (a “Plan”), the “Benefit Plans”). The Company has made available to Acquisition Corp. Parent a true, correct and complete copies of copy of: (i) each Benefit Plan document (or writing constituting a written description part of such Benefit Plan if no such formal document exists)Plan, including without limitation all plan documents, communications with Company Personnel, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the three most recent annual reports on Annual Report (Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (Series) and all attachments thereto)accompanying schedule, if any; (iii) the most recent current summary plan description for and any material modifications thereto, if any (in each Benefit Plan for which such summary plan description is requiredcase, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicableany. The Company has delivered or made available to Parent a true, which covers correct and complete copy of each material Company Benefit PlanAgreement. Except as specifically provided in the foregoing documents made available to Parent, (i) except as required to comply with applicable Law, there are no amendments to any Plan or Company Benefit Agreement that have been adopted or approved; and (vii) each trust agreement, insurance contract, service agreement, group annuity contract none of the Company or funding arrangement relating any of its Subsidiaries has undertaken to make any such amendments or to adopt or approve any new Plan or Company Benefit Plan, if applicableAgreement. (c) Except as disclosed in Section 3.13(c3.12(c) of the Company Disclosure Schedule, all Pension Plans Schedule identifies each Plan that is intended to be a “qualified plans under plan” within the meaning of Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the (“Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the effect related trust that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a)has not been revoked, respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge Knowledge of the Company, nothing has there are no existing circumstances and no events have occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification qualified status of such Benefit Planany Qualified Plan or the related trust. No trust funding any Plan is intended to meet the requirements of Code Section 501(c)(9). (d) None of the Benefit Plans isAll contributions required to be made to any Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to all premiums due or had any liability or potential liability payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been properly reflected on the Company’s financial statements. There is no unfunded actual or potential Liability or obligation, whether direct or indirect, relating to any Company Benefit Plan which is not reflected in the Company’s most recent financial statement included in the Company SEC Documents. Each Company Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “single employer planwelfare benefit fund” (as such term is defined in with the meaning of Section 4001(a)(15) of ERISA) subject to Section 412 419 of the Code or Section 302 (ii) is unfunded. With respect to the Company’s Deferred Compensation Plan or any similar Plan, the related Deferred Compensation Plan Trust (or other Plan’s trust) holds assets that equal or exceed the total benefit obligations and other liabilities accrued under the Deferred Compensation Plan (without regard to whether a participant is vested). (e) With respect to each Company Benefit Plan and Company Benefit Agreement, subject to the terms of ERISA or Title IV subsection (m) hereof, the Company and its Subsidiaries have complied, and are now in compliance, in all material respects, with all provisions of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), Code and all Laws and regulations applicable to such Company Benefit Plan or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Company Benefit Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Company Benefit Plan and all of its related trusts, insurance contracts and funds have Company Benefit Agreement has been maintained, funded and administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that could give rise to, any requirement for the terms posting of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax security with respect to any a Company Benefit Plan or Company Benefit Agreement or the imposition of any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of lien on the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement assets of the Company or any of its Subsidiaries. With respect Subsidiaries under applicable Law, including ERISA or the Code. (f) No Company Benefit Plan is (i) subject to each Benefit Plan, all contributions Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; (including all employer contributions and employee salary reduction contributionsii) that are due have been made a “multiemployer plan” within the time periods prescribed by meaning of Section 4001(a)(3) of ERISA and the Code, and all contributions for any period ending on (“Multiemployer Plan”) or before the Closing Date a plan that has two or more contributing sponsors at least two of whom are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to under common control, within the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan meaning of Section 4063 of ERISA (as defined in Section 3(1a “Multiple Employer Plan”); (iii) of ERISA). Except as set forth in Section 3.13(d) none of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of and its Subsidiaries nor any of their respective officers ERISA Affiliates has, at any time during the last six years, contributed to or directors and, been obligated to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect contribute to any Benefit Multiemployer Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to Multiple Employer Plan; (iiv) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) none of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.Affiliates have

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “Each employee pension benefit plans” plan (“Pension Plan”), as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“ERISA”)) , each employee welfare benefit plan (collectively, the “Pension PlansWelfare Plan”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) , and (iii) other bonus, each deferred compensation, pensionbonus, profit-sharingincentive, retirementstock incentive, insuranceoption, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings accountseverance, or other fringe employee benefit or compensation plan, policyagreement, practice, program or arrangement sponsored, maintainedcommitment, or contributed to arrangement, funded or unfunded, written or oral (“Benefit Plan”), which is currently maintained by the Company or any of its Subsidiaries, ERISA Affiliates (defined in Section 3.15(o) below) or with respect to which the Company or any of its ERISA Affiliates currently contributes, or is under any current obligation to contribute, or under which the Company or any of its ERISA Affiliates has any liability, contingent or otherwise (including any withdrawal liability within the meaning of Section 4201 of ERISA) (all of the foregoing collectively, the “Benefit Company Employee Plans” and each, individually, a “Company Employee Plan”), and each management, employment, severance, consulting, non-compete or similar agreement or contract between the Company or any of its Subsidiaries and any Company Employee pursuant to which the Company or any of its Subsidiaries has or may have any liability, contingent or otherwise (“Company Employee Agreement”), is listed in the Company Disclosure Schedule. The Company has True and complete copies have been delivered or made available to Acquisition Corp. correct and complete copies Buyer of (i) all material documents embodying or relating to each Benefit Company Employee Plan document and each Company Employee Agreement, including all amendments thereto, written interpretations thereof and trust or funding agreements or insurance policies with respect thereto; (ii) the two most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) a statement of alternative form of compliance pursuant to U.S. Department of Labor (“DOL”) Regulation §2520.104-23, if any, filed for each Company Employee Plan which is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) for a select group of management or a written description of such Benefit Plan if no such formal document existshighly compensated employees; (iv) the most recent determination letter received from the Internal Revenue Service (“IRS”), if any, for each Company Employee Plan and related trust which is intended to satisfy the requirements of Section 401(a) of the Code; (iiv) if a Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (vi) the most recent summary plan description together with all subsequent summaries of material modifications, if any, required under ERISA with respect to each Company Employee Plan; (vii) the three most recent annual reports on Form (Series 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments schedules thereto), if any, filed as required under ERISA in connection with each Company Employee Plan or related trust; and (iiiviii) a listing of each investment option offered to participants under each Pension Plan that allows for self-directed investments by participants. None of the most recent summary Company, or any of its Subsidiaries or ERISA Affiliates has any plan description for each Benefit Plan for which such summary plan description is requiredor commitment, (iv) the most recent determination letterwhether legally binding or not, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit to establish any new Company Employee Plan, to enter into any Company Employee Agreement or to modify or to terminate any Company Employee Plan or Company Employee Agreement (except to the extent required by law or to conform any such Company Employee Plan or Company Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Buyer, or as required by this Agreement), nor has any intention to do any of the foregoing been communicated to Company Employees. (b) The Company and (v) each trust agreementof its ERISA Affiliates has made on a timely basis all contributions or payments required to be made by it under the terms of the Company Employee Plans, insurance contractERISA, service agreementthe Code, group annuity contract or funding arrangement relating to any Benefit Plan, if applicableother applicable laws. (c) Except as disclosed in Each Company Employee Plan intended to qualify under Section 3.13(c) 401 of the Code is, and since its inception has been, so qualified and a determination letter has been issued by the IRS to the effect that each such Company Disclosure Schedule, all Pension Plans intended Employee Plan is so qualified and that each trust forming a part of any such Company Employee Plan is exempt from tax pursuant to be qualified plans under Section 401(a501(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since no circumstances exist which would be reasonably likely to affect adversely this qualification or exemption, including any failure to timely adopt any amendment required by the date IRS as a condition of such determination or issuance qualification under Section 401(a) of such letter that could reasonably be expected to adversely affect the qualification of such Benefit PlanCode. (d) None of the Benefit Plans isEach Company Employee Plan (and any related trust or other funding instrument) has been established, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed and in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan both form and operation is in compliance in all material respects with the applicable provisions of ERISA, the Code Code, and other applicable laws, statutes, orders, rules and regulations (other than adoption of any plan amendments for which the deadline has not yet expired), and all reports required to be filed with any governmental agency with respect to each Company Employee Plan have been timely filed, other than filings that are inconsequential. (e) There is no litigation, arbitration, audit or investigation or administrative proceeding pending or, to the knowledge of the Company, threatened, against the Company or any of its ERISA Affiliates or, to the knowledge of the Company, any plan fiduciary by the IRS, the DOL, the Pension Benefit Guaranty Corporation (“PBGC”), or any participant or beneficiary with respect to any Company Employee Plan as of the date of this Agreement. No event or transaction has occurred with respect to any Company Employee Plan that would result in the imposition of any material tax under Chapter 43, 46 or 47 of Subtitle D of the Code. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, andERISA Affiliates nor, to the knowledge of the Company, it is not likely that any such liability, fine, penalty plan fiduciary of any Pension Plan or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Welfare Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) maintained by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has engaged in any material unfunded liabilities with respect to transaction in violation of Section 406(a) or (b) of ERISA for which no exemption exists under Section 408 of ERISA (including any Benefit Plan, prohibited transaction class exemption issued by the DOL) or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 4975(c)(1) of the Code)) for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code, or has committed is subject to any breach of fiduciary responsibility, material excise tax imposed by the Code or ERISA with respect to any Benefit Company Employee Plan. (f) Each Company Employee Plan subject (other than Company Employee Agreements) can be amended, terminated or otherwise discontinued without liability to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of its ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatenedAffiliates, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation accrued to provide, date and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003administrative costs. (g) Except No liability under any Company Employee Plan has been funded, nor has any such obligation been satisfied with the purchase of a contract from an insurance company as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates to which the Company or any of its Subsidiaries has received notice that such insurance company is insolvent or is in rehabilitation or any similar proceeding. (h) No liability for non-qualified deferred compensation under any Company Employee Plan or Company Employee Agreement is funded through any of (i) the purchase of corporate owned life insurance (COLI), (ii) a “secular” trust, (iii) a “rabbi” trust that is irrevocable or otherwise provides restrictions on the return of assets to the Company, or (iv) any off-shore funding arrangement. Neither the Company nor any of its Subsidiaries contributes to any split-dollar life insurance on the life of any Company Employee. (i) Neither the Company nor any of its ERISA Affiliates currently maintains, nor at any time in the previous six calendar years maintained or had an obligation to contribute to, any defined benefit pension plan subject to Title IV of ERISA, or any “multiemployer plan” as defined in Section 3(37) of ERISA. (j) None of the Company, or any of its Subsidiaries or ERISA Affiliates (i) maintains or contributes to any Company Employee Plan which provides, or has any liability to provide, life insurance, medical, severance or other employee welfare benefits to any Company Employee (or beneficiary of such employee) upon his retirement or termination of employment, except as may be required by Section 4980B of the Code; or (ii) has ever represented, promised or contracted (whether in oral or written form) to any Company Employee (either individually or to Company Employees as a group) that such Company Employee(s) (or beneficiary of such employee) would be provided with life insurance, medical, severance or other employee welfare benefits upon their retirement or termination of employment, except to the extent required by Section 4980B of the Code. (k) The execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) (i) constitute an event under any Company Employee Plan, Company Employee Agreement, trust or loan that will or may result in aggregate payments in excess of $25,000 (whether of severance pay any separationor otherwise), severanceacceleration, termination or similar benefitforgiveness of indebtedness, accelerate any vesting schedulevesting, distribution, increase in benefits or obligation to fund benefits with respect to any Company Employee, or (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company or Buyer to amend or terminate any Company Employee Plan and receive the full amount of any benefitexcess assets remaining or resulting from such amendment or termination, provide additional credit for servicesubject to applicable taxes, or alter (iii) result in any “rabbi” trust becoming irrevocable or subject to any restrictions on the timing return of assets to the Company or the Buyer. (l) There is no commitment covering any Company Employee that, individually or in the aggregate, would be reasonably likely to give rise to the payment of any benefit paymentamount that would result in a material loss of tax deductions pursuant to Section 162(m) of the Code. (m) The Company and each of its Subsidiaries (i) is in compliance in all material respects with all applicable federal, state and local laws, rules and regulations (domestic and foreign) respecting employment, employment practices, labor, terms and conditions of employment and wages and hours, in whole or in parteach case, as a result of any transaction contemplated by this Agreement and with respect to Company Employees; (ii) no is not liable for any arrears of wages or any penalty for failure to comply with any of the foregoing; and (iii) is not liable for any material past due payment madeto any trust or other fund or to any governmental or administrative authority, with respect to be made unemployment compensation benefits, social security or contemplated under other benefits for Company Employees. (n) No work stoppage or labor strike against the Company or any Benefit Planof its Subsidiaries by Company Employees is pending or threatened. Neither the Company nor any of its Subsidiaries (i) is involved in or threatened with any labor dispute, grievance, or litigation relating to labor matters involving any Company Employees, including violation of any federal, state or local labor, safety or employment laws (domestic or foreign), charges of unfair labor practices or discrimination complaints, other than such disputes, grievances or litigation that are inconsequential; (ii) is engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act; or (iii) is presently, nor has been in the past six years, a party to, or bound by, any collective bargaining agreement or union contract with respect to Company Employees and no such agreement or contract is currently being negotiated by the Company or any of its affiliates. No Company Employees are currently represented by any labor union for purposes of collective bargaining and, to the knowledge of the Company, no activities the purpose of which is to achieve such representation of all or some of such Company Employees are threatened or ongoing. (o) For purposes of this Agreement, “ERISA Affiliate” means, with respect to the Company and its Subsidiaries or Buyer and its Subsidiaries, constitutedas applicable, each trade, business or entity which is a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, within the meaning of Sections 414(b), (c) or (m) of the Code, or would constitute an required to be aggregated with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, under Section 414(o) of the Code, or is under “excess parachute paymentcommon control” with the Company and its Subsidiaries or Buyer and its Subsidiaries, as applicable, within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(34001(a)(14) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(aSet forth on Schedule 4.2(s)(i) of the Company Entegra Disclosure ScheduleMemorandum is a true, there exist no employmentcorrect, and complete list of all pension, retirement, survivor income, salary continuation, stock option, restricted stock, restricted stock unit, stock purchase, stock ownership, savings, stock appreciation right, capital appreciation, profit sharing, deferred compensation, consulting, bonus, group insurance, disability, severance, retentionchange of control, terminationfringe benefit, parachute incentive, cafeteria or change-of-control Code Section 125, welfare, and other benefit plans, contracts, agreements, and arrangements, including without limitation “employee benefit plans” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans, and arrangements, including split dollar life insurance arrangements, and all trust agreements and funding arrangements related thereto, which are or understandings between have been maintained, sponsored, or contributed to (or required to be contributed to) by the Company or the Bank or an ERISA Affiliate for the benefit of or with respect to any of its Subsidiaries and any current present or former employeedirectors, officers, employees, independent contractorcontractors, officer or director (or any dependent, beneficiary or relative of any of the foregoing) consultants of the Company or the Bank or any of its Subsidiaries their respective Subsidiaries, or any spouse or dependent of any such Person, or to or under which the Company or the Bank or an ERISA Affiliate has or may have any Liability, contingent or otherwise (collectively, herein referred to collectively as the “EmployeesEntegra Benefit Plans”), including any and all plans or policies offered to employees of the Company or the Bank, or any of their respective Subsidiaries, with respect to which the Company or the Bank or an ERISA Affiliate has claimed or is claiming the safe harbor for “voluntary plans” under ERISA for group and group-type insurance arrangements (“Entegra Voluntary Plans”). The Entegra Parties have previously delivered or made available to SmartFinancial true, correct, and complete copies of all plans, contracts, agreements, arrangements, and other documents required to be set forth on Schedule 4.2(s)(i) other of the Entegra Disclosure Memorandum, along with, where applicable, copies of the IRS Form 5500 for the most recently completed year. There has been no announcement or commitment by the Company or the Bank, or any of their Subsidiaries, to create any additional Entegra Benefit Plan, to amend any Entegra Benefit Plan (except for amendments required by applicable Law which do not materially increase the cost of such Entegra Benefit Plan), or to terminate any Entegra Benefit Plan. (ii) Other than routine claims for benefits, there is no pending or, to the Knowledge of the Company’s obligations , threatened or suspected claim, litigation, action, administrative action, suit, audit, arbitration, mediation, or other proceeding relating to former employees under any Entegra Benefit Plan. All of the health care Entegra Benefit Plans comply in all material respects with applicable requirements of ERISA and the Code and other applicable Laws (including without limitation the portability, privacy, and security provisions of the Health Insurance Portability and Accountability Act of 1996, as amended; the Patient Protection and Affordable Care Act of 2009, as amended; the coverage continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; the Family and Medical Leave Act, as amended; the Mental Health Parity Act of 1996, as amended; the Mental Health Parity and Addiction Equity Act of 2008, as amended; the Uniformed Services Employment and Reemployment Rights Act, as amended; the Newborns’ and Mothers’ Health Protection Act of 1996, as amended; the Women’s Health and Cancer Rights Act, as amended; and the Genetic Information Nondiscrimination Act of 2008, as amended), and have been established, maintained, and administered in compliance, in all material respects, with all applicable requirements of ERISA and the Code and other applicable Laws and the terms and provisions of all documents, contracts, or agreements establishing the Entegra Benefit Plans or pursuant to which they are maintained or administered. To the Knowledge of the Company, there are no existing circumstances and no event has occurred that would reasonably be expected to adversely affect the qualified status of any Entegra Benefit Plan intended to be tax-qualified under Section 401 of the Code. No audit of any Entegra Benefit Plan by the IRS, the United States Department of Labor, or any similar state law other Governmental Entity is ongoing or to the Knowledge of the Company threatened, or was ongoing or closed or to the Knowledge of the Company threatened at any time during the past five years. There has occurred no “prohibited transaction” (“COBRA”)as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Entegra Benefit Plan that is likely to result in, or has already resulted in, the imposition of any penalties or Taxes upon the Company or the Bank or any of their Subsidiaries under Section 502(i) of ERISA or Section 4975 of the Code. (biii) No Liability to the Pension Benefit Guaranty Corporation has been, or is expected by the Entegra Parties or their Subsidiaries to be, incurred with respect to any Entegra Benefit Plan that is subject to Title IV of ERISA (an “Entegra Pension Plan”), or with respect to any “single-employer plan” (as defined in Section 3.13(b4001(a) of ERISA) currently or formerly maintained by the Company or the Bank or any ERISA Affiliate. No Entegra Pension Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof, and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the reporting requirement has not been waived has been required to be filed for any Entegra Pension Plan within the 12-month period ending on the date of this Agreement. Neither the Company nor the Bank, nor any of their Subsidiaries, has provided or is required to provide security to any Entegra Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Code. Neither the Company Disclosure Schedule contains a complete and correct list nor the Bank, nor any of all existing their Subsidiaries or any ERISA Affiliate, has contributed to or been obligated to contribute to any “multiemployer plan” as defined in Section 3(37) of ERISA. (iiv) Each Entegra Benefit Plan that is an “employee pension benefit plansplan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on (an “Entegra Qualified Plan”) has received a current favorable determination letter from the IRS (or, in the case of an IRS pre-approved plan, the pre-approved plan has a current IRS opinion letter, or advisory letter or notification letter issued by upon which the Entegra Parties are entitled to rely under applicable IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service guidance), and to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, Knowledge of the Code (taking into account the laws commonly referred to as “GUST”), Company there are no such determination facts or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter circumstances that could would reasonably be expected to adversely affect result in the qualification revocation of any such Benefit favorable determination letter. Each Entegra Qualified Plan. (d) None of the Benefit Plans is, and neither the Companyif any, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term that is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit stock ownership plan” (as defined in Section 3(34975(e)(7) of ERISA)the Code) has satisfied all of the applicable requirements of Sections 409 and 4975(e)(7) of the Code and the regulations thereunder in all material respects. (v) Neither the Company nor the Bank, nor any of their Subsidiaries, has any obligations for post-employment welfare benefits under any Entegra Benefit Plan that cannot be terminated upon 60 days or less notice without incurring any Liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the Code or similar state Laws, the cost of which is borne by the electing individuals. (iivi) any unpaid material liability All contributions and payments required to be made with respect to any terminated “employee benefit plan” (as so defined) Entegra Benefit Plan by applicable Law or (iii) by any plan document or other material tax contractual undertaking, and all premiums due or penalty under Sections 4971 through 4980G of payable with respect to insurance policies funding any Entegra Benefit Plan, have been timely made or paid in full by the Codeapplicable due date, andwith extensions, or to the knowledge of the Company, it is extent not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount be made or paid on or before the date hereof, have been fully reflected or reserved against in gross income under Section 409A of the Code (x) because any Company Balance Sheet to the extent required by GAAP or regulatory accounting requirements. Any unfunded Entegra Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of pays benefits solely from the application of Section 409A(b) to any plan, trust or arrangement general assets of the Company or any the Bank, or their applicable Subsidiary, for which arrangement the establishment of its Subsidiaries. With respect to each Benefit Plana trust under ERISA is not required. (vii) All required reports, all contributions notices, disclosures, and descriptions (including all employer contributions without limitation Form 5500 annual reports and employee salary reduction contributionsrequired attachments, Forms 1099-R, summary annual reports, Forms PBGC-1, and summary plan descriptions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on timely filed or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued distributed in accordance with applicable Law with respect to each Entegra Benefit Plan. All required Tax filings with respect to each Entegra Benefit Plan that is an employee welfare benefit plan (as defined have been made, and any Taxes due in Section 3(1) of ERISA)connection with such filings have been paid. Except as set forth in Section 3.13(d) of the Company Disclosure ScheduleSince January 1, 2016, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Planthe Bank, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers Subsidiaries, has filed or directors and, been required to file with the knowledge of the Company, none of their respective employees or service providers has engaged IRS a Form 8928 in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 order to self-report any health plan violations which are subject to excise taxes under applicable provisions of the Code), and there are no facts or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, circumstances that would reasonably could be expected to subject result in the CompanyCompany or the Bank, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under being required by the Code to file any Benefit Plansuch Form 8928. (fviii) None of Neither the CompanyCompany nor the Bank, nor any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its their Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” party to or bound by any Contract (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor including without limitation any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefitchange of control, accelerate any vesting schedulechange in control, increase the amount of any benefit, provide additional credit for servicesalary continuation, or alter the timing of any benefit payment, in whole or in partemployment agreement) that will, as a result or consequence of any transaction the execution or delivery of this Agreement or the Bank Merger Agreement, shareholder approval of this Agreement or the transactions contemplated hereby, or the consummation of the transactions, including the Mergers or the Bank Merger, contemplated by this Agreement and the Bank Merger Agreement, either alone or in connection with any other event, (iiA) no payment madeentitle any current or former director, to be made or contemplated under any Benefit Planofficer, employee, or by independent contractor of the Company or the Bank, or of any of its their Subsidiaries, constitutedto severance pay or change of control or other benefits, or would constitute an any increase in severance pay or other benefits (whether upon termination of employment or termination of such Contract after the date hereof or otherwise), (B) accelerate the time of payment or vesting or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or trigger any withdrawal liability under or any other material obligation pursuant to any of the Entegra Benefit Plans, (C) result in any breach or violation of, or a default under, any of the Entegra Benefit Plans, or (D) result in the payment of any “excess parachute paymentpayments” within the meaning of Section 280G of the CodeCode or the imposition of any Tax under Section 409A of the Code or the forgiveness of any indebtedness. (hix) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any Each Entegra Benefit Plan that is a “employee benefit nonqualified deferred compensation plan” (as defined in Section 3(3409A(d)(1) of ERISAthe Code) solely by reason of being treated as a single employer under is in documentary compliance with Section 414 409A of the Code and has been administered, as applicable, (A) in good faith compliance with any other entitySection 409A of the Code during the period beginning October 1, 2004, through December 31, 2008, and (B) in compliance with Section 409A of the Code since January 1, 2009. (ix) Except No Person is entitled to receive any additional payment (including without limitation any Tax gross-up or similar payment) from the Company or the Bank or any of their Subsidiaries as set forth in Section 3.13(i) a result of the imposition of any excise Taxes under Section 4999 of the Code or any Taxes required by Section 409A of the Code. (xi) All Entegra Voluntary Plans satisfy the regulatory safe-harbor requirements provided by ERISA in order for such Entegra Voluntary Plans to be considered not to be or to have been established, sponsored, or maintained by the Company Disclosure Schedule: (i) except for or the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, Bank or any of its their Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) and not to increase benefits under any Benefit Plan, or to establish any new constitute an “employee benefit plan” (as defined in Section 3(3) of subject to ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b3.12(a) of the Company Disclosure Schedule contains a an accurate and complete list, with respect to each of the Acquired Corporations and correct list their ERISA Affiliates of all existing each plan, program, policy, practice, contract, agreement or other arrangement providing for direct or indirect compensation, severance benefits (i) including redundancy), notice or termination pay, deferred compensation, performance awards, stock or stock-related options or awards, pension benefits, retirement benefits, profit-sharing benefits, savings benefits, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, repatriation or expatriation benefits, tax gross ups, welfare benefits, part time and early retirement scheme fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, each “employee pension benefit plansplan,” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) which is or has been maintained, contributed to, or required to be contributed to, by the Acquired Corporations or any ERISA Affiliate for the benefit of any Company Associate (collectively, the “Pension Employee Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change separately identifies each Employee Plan that is currently in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsoredeffect, maintained, or contributed to by or required to be contributed to, primarily for the benefit of Company or any of its SubsidiariesAssociates outside the United States (each, or with respect to which the Company has any liability (all of the foregoing collectively, the a “Benefit PlansForeign Employee Plan”). None of the Acquired Corporations and their ERISA Affiliates have made any plan or commitment to establish any new Employee Plan, to modify any Employee Plan (except to the extent required by applicable Law or to conform any such Employee Plan to the requirements of any applicable Law, in each case as previously disclosed to Parent in writing, or as required by this Agreement). (b) The Company has made available to Acquisition Corp. correct and complete copies of Parent (i) true and correct copies of all documents embodying each Benefit Employee Plan document including all amendments thereto and all related trust documents (or a written description summary of such Benefit Plan if no such formal document existsany oral Employee Plan), (ii) the three most recent annual reports on (Form Series 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Employee Plan, (iii) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets, (iv) the most recent summary plan description together with the summary of material modifications thereto, if any, with respect to each Employee Plan, (v) all material written agreements and contracts relating to each Employee Plan, including administrative service agreements and group insurance contracts, (vi) all communications material to any Company Associates relating to any Employee Plan and any proposed Employee Plan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Acquired Corporations and their ERISA Affiliates, (vii) all written correspondence to or from any governmental agency relating to a material matter with respect to any Employee Plan during the prior three (3) years, (viii) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Benefit Employee Plan, (x) all discrimination tests for each Employee Plan for which such summary the three (3) most recent plan description is requiredyears, (ivxi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination, advisory or opinion letter issued with respect to or relating to each Employee Plan (xiv) all rulings or notices issued by a governmental agency with respect to each Employee Plan, and (xv) with respect to each Foreign Employee Plan that is maintained in any non-U.S. jurisdiction, to the extent applicable: (A) the most recent annual report or similar compliance documents required to be filed with any governmental authority with respect to such Foreign Employee Plan and (B) any document comparable to a determination letter, opinion letter, advisory letter or notification opinion letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement issued by a governmental authority relating to the satisfaction of applicable Law necessary to obtain the most favorable tax treatment and all amendments, modifications or supplements to any Benefit Plan, if applicablesuch document. (c) Except as disclosed The Acquired Corporations and their ERISA Affiliates have performed all material obligations required to be performed by them under terms of each applicable Employee Plan and are not in Section 3.13(c) default or violation of any Employee Plan, and the Company Disclosure ScheduleAcquired Corporations and their ERISA Affiliates have no Knowledge of any default or violation by any other party to any Employee Plan. Each Employee Plan has been established and maintained in accordance with its terms and in material compliance with applicable Law, all Pension Plans including ERISA or the Code and, in the case of Foreign Employee Plans, applicable foreign Law. Each Employee Plan intended to be qualified plans under Section 401(a) of the Code may and each trust intended to qualify under Section 501(a) of the Code has either rely on an (i) applied for a favorable determination letter, prior to the expiration of the requisite remedial amendment period under applicable Treasury Regulations or IRS pronouncements, but has not yet received a response; (ii) obtained a favorable determination, notification, advisory and/or opinion letter, advisory as applicable, on which the employer is entitled to rely, as to its qualified status from the IRS; or (iii) still has a remaining period of time to apply for such a determination letter or notification letter issued by from the IRS for the form of plan or have been the subject of and to make any amendments necessary to obtain a favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified determination, and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such the most recent determination or issuance of such letter that could reasonably be expected to adversely affect cause any such Employee Plan or trust to fail to qualify under § 401(a) or 501(a) of the qualification Code. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Employee Plan which would result, or since January 1, 2012 has resulted, in liability to the Company. There are no Actions pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or against the assets of any Employee Plan and no fact or circumstance exists that would make such Benefit an Action likely to occur. Each Employee Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to the Acquired Corporations or their ERISA Affiliates (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or threatened by the IRS, Department of Labor, or any other governmental authority with respect to any Employee Plan. Neither the Acquired Corporations nor their ERISA Affiliates are subject to any fine, assessment, penalty or other Tax or liability with respect to any Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code or otherwise by operation of law or contract. (d) None All Foreign Employee Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, based on reasonable actuarial assumptions. To the Knowledge of the Benefit Plans isCompany, each Foreign Employee Plan has been approved by the relevant taxation and other governmental authorities so as to enable (i) the Acquired Corporations and the participants and beneficiaries under the relevant Foreign Employee Plan, and neither (ii) in the Companycase of any Foreign Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded Foreign Employee Plan”), the assets held for the purposes of the Funded Foreign Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply. No promise has been made to any non-U.S. Company Associate of the Acquired Corporations that his or her defined contribution benefits under any Funded Foreign Employee Plan will at any point in the future equate to or not be less than any particular amount. Furthermore, no Foreign Employee Plan has liabilities, that as of the Closing Date, will not be offset in full by insurance or otherwise be fully accounted for on a basis which complies with International Accounting Standard 19 (IAS 19) (whether or not IAS 19 applies to the Company or, if relevant, any of its Subsidiaries nor any Subsidiaries). (e) Neither the Acquired Corporations and their ERISA Affiliate has within the last six (6) years Affiliates have ever maintained, established, sponsored, participated in, or contributed to, or incurred an obligation to or had contribute to any liability or potential liability with respect to Employee Plan that is (i) an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA (a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISAPension Plan”) subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA or Title IV of ERISACode, (ii) a “funded welfare plan” within the meaning of Section 419 of the Code, (iii) a “multiple employer welfare arrangement” (as defined under Section 3(40)(A) of ERISA (without regard to Section 514(b)(6)(B) of ERISA)), or (iv) an Employee Plan in which stock of the Acquired Corporations and their ERISA Affiliates is or was held as a plan asset. (f) Neither the Acquired Corporations nor any of their ERISA Affiliates have ever maintained, established, sponsored, participated in or contributed to or incurred an obligation to contribute to any self-insured “group health plan” (within the meaning of Section 5000(b)(1) of the Code) that provides benefits to Company Associates (other than a medical flexible spending account, health reimbursement arrangement or other similar program, including any such plan pursuant to which a stop-loss policy or contract applies). (g) At no time has the Acquired Corporations and their ERISA Affiliates contributed to or been obligated to contribute to any multiemployer plan”, plan (as defined in Section 3(37) of ERISA). The Acquired Corporations and their ERISA Affiliates have not at any time maintained, (iii) a “established, sponsored, participated in or contributed to any multiple employer plan”, as plan or to any plan described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 413 of the Code. (h) Neither the Company nor any Subsidiary Except as set forth in Section 3.12(h) of the Company has incurred Disclosure Schedule, no Employee Plan provides, or could reasonably be expected reflects or represents any liability to incur any liabilityprovide, finepost-termination or retiree life insurance, penalty health or tax (potential or otherwise) with respect other employee welfare benefits to any “employee benefit plan” Person for any reason, except as may be required by COBRA or other applicable statute, and the Acquired Corporations and their ERISA Affiliates have not represented, promised or contracted (as defined whether in Section 3(3oral or written form) of ERISA) solely by reason of being treated to any Company Associate (either individually or to Company Associates as a single employer under Section 414 of the Code with group) or any other entityPerson that such Company Associates or other Person would be provided with life insurance, health or other employee welfare benefits, except to the extent required by statute. (i) The Acquired Corporations and their ERISA Affiliates have complied with COBRA, the Family Medical Leave Act of 1993, as amended (“FMLA”), HIPAA, the Women’s Health and Cancer Rights Act of 1998, the Newborns’ and Mothers’ Health Protection Act of 1996, and any similar provisions of state law applicable to their Company Associates. To the extent required under HIPAA and the regulations issued thereunder, the Acquired Corporations and their ERISA Affiliates have performed all obligations under the medical privacy rules of HIPAA, the electronic data interchange requirements of HIPAA, and the security requirements of HIPAA. The Acquired Corporations and their ERISA Affiliates do not have unsatisfied obligations to any Company Associates pursuant to COBRA, HIPAA or any state law governing health care coverage or extension. (j) There are no loans or extensions of credit from any Employee Plan, the Acquired Corporations or any ERISA Affiliate to any Company Associate of the Acquired Corporations or any ERISA Affiliate. (k) Except as set forth in Section 3.13(i3.12(k) of the Company Disclosure Schedule: Schedule and as contemplated by this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions or any termination of employment or service in connection therewith will (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted result in recent yearsany payment (including severance, neither the Companygolden parachute, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Planbonus, tax gross up, or otherwise), becoming due to establish any new “employee benefit plan” Company Associate, (ii) result in any forgiveness of indebtedness of any Company Associate, (iii) materially increase any benefits otherwise payable by the Acquired Corporations and their ERISA Affiliates to any Company Associate or (iv) result in the acceleration of the time of payment or vesting of any such benefits to any Company Associate except as defined in required under Section 3(3411(d)(3) of ERISA) the Code. There is no contract, agreement, plan or arrangement to which will cover any employee, director, officer, independent contractor or retiree of the Company Acquired Corporations or any of its Subsidiary and (ii) their ERISA Affiliates is a party, including the Companyprovisions of this Agreement, covering any Company Associate, which individually or collectively could require the Acquired Corporations or any of their ERISA Affiliates to pay a Subsidiary of the Tax gross up payment to, or otherwise indemnify or reimburse, any Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies Associate for Tax-related payments under Section 401(a) 280G of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.Section 409A.

Benefit Plans. (a) Except Schedule 3.13 lists (i) each “employee benefit plan,” as disclosed such term is defined in Section 3.13(a3(3) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) including without limitation, each “employee pension benefit plansplan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) and each “employee welfare benefit plansplan” (as defined in Section 3(1) of ERISA) and (iiiii) other each collective bargaining agreement and each incentive, bonus, performance award, phantom equity, stock or stock-based arrangements, plans, or programs, employment compensation, deferred compensation, pension, profit-profit sharing, retirement, insurancepost-retirement, stock purchaseemployment, stock optionconsulting, holiday vacation payseverance, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retentiontermination, change in control, employee relocationseparation, tuition reimbursementretention, psychiatric vacation, sickness, life or other counselinginsurance, employee assistancewelfare, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation and incentive bonus contract, agreement, plan, policyprogram, practice, program policy or arrangement sponsored, maintained, maintained or contributed to by a Seller or an Affiliate of a Seller as of the Company Signing Date and in which any employee of the Business participates or any of its Subsidiaries, or with respect to which the Company has any liability (all employee of the foregoing collectively, Business is subject or party (the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with With respect to each Benefit Plan (Plan, Sellers have made available to Buyers or Buyers’ counsel, to the extent in existence as of the Signing Date and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if otherwise applicable, which covers each a copy of such Benefit Plan, and including all amendments thereto, or a summary thereof. (vb) There does not now exist, nor do any circumstances exist that would reasonably be expected to result in, any liability of Sellers or their Affiliates or otherwise with respect to the Business under Title IV of ERISA, Section 302 of ERISA or Section 412 or 4971 of the Code, in each trust agreementcase, insurance contract, service agreement, group annuity contract that would reasonably be expected to be a liability of Buyers following the Closing or funding arrangement relating to result in the imposition of any Benefit Plan, if applicableLien (other than Permitted Liens) upon any of the Assets. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trustshas been established, insurance contracts and funds have been maintained, funded maintained and administered in all material respects in accordance with its terms and in substantial compliance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and any other applicable laws. Neither Laws governing the Company nor Benefit Plan, except for such noncompliance or impropriety that would not reasonably be expected to result in a material Liability of Buyers or in the imposition of any Lien (other than Permitted Liens) upon any of its Subsidiaries the Assets. (d) No Benefit Plan provides or has (i) at any unpaid material fine, penalty time provided for medical or tax death benefits with respect to current or former employees of any Benefit Plan Seller or any ERISA Affiliate beyond termination of their employment (other “employee benefit plan” (than as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income avoid an excise tax under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 4980B of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries Letter sets forth a true and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) ), and (iii) other bonus, incentive, commission, deferred compensation, pension, profit-sharing, savings, retirement, supplemental retirement, insurance, stock purchase, stock option, holiday restricted stock, phantom stock or other equity-based arrangement, vacation pay, sick pay, cafeteriaemployee loan, death welfare benefit, survivor incomeretiree health, termination allowancewelfare benefit, salary continuationcollective bargaining, severance payCode Section 125 “cafeteria” or “flexible” benefit, employee loan, educational assistance or fringe benefit, employment, consulting, severance, retention, change in control, employee relocation, tuition reimbursement, psychiatric termination or change-of-control or other counselingemployee compensation or employee benefit plans, employee assistanceprograms, dependent care assistancepolicies, legal assistanceagreements, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings accountarrangements or understandings, or other fringe benefit or compensation plan, policy, practice, program whether or arrangement sponsorednot subject to ERISA, that, with respect to any item described in clauses (i) through (iii), either (A) is maintained, or contributed to to, by the Company or any of its SubsidiariesSubsidiaries for the benefit of any of the current or former employees, independent contractors, consultants, directors or officers of Company or any of its Subsidiaries or any of their dependents (collectively, the “Employees”) or under which any Employee has any present or future right to benefits by reason of their service as an Employee, or with respect to (B) under which the Company or any of its Subsidiaries has or could have any liability direct or indirect liability, whether contingent or otherwise (all of the foregoing collectively, the “Benefit Plans”” ). The With respect to each material Benefit Plan, Company has furnished or made available to Acquisition Corp. Parent and Merger Sub correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if (or, to the extent no such formal plan document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each for a Benefit Plan (exists, an accurate description) as currently in effect and all attachments thereto), (iii) the most recent summary plan description for each such Benefit Plan for which such summary plan description is required, summaries of material modifications and all other written communications (ivor a description of all material oral communications), (ii) the most recent determination letter, opinion letter, advisory letter or notification letter from annual report on Form 5500 filed with the Internal Revenue Service, IRS with respect to each such Benefit Plan (if applicable) and all attachments thereto, which covers (iii), each trust agreement and group annuity contract or other funding instrument relating to any such Benefit Plan, and (viv) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to in the case of any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans plan that is intended to be qualified plans under Section 401(a) of the Code may either rely on Code, the most recent determination letter (and if a prototype plan, an opinion or advisory letter), advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters if any, received from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit PlanIRS. (db) None of the Benefit Plans is, and neither the Company, any none of its Subsidiaries nor Company or any ERISA Affiliate has within the last six (6) years maintained, contributed to ever maintained or had any liability or potential liability with respect an obligation to contribute to, (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, ” (as described such term is defined in Section 413(c) of the Code), (iii) a “multiemployer plan” (as such term is defined in Section 4001(a)(3) of ERISA) or (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (” as such term is defined in Section 419 3(40)(A) of the Code)ERISA. For purposes of this Agreement, an the term “ERISA Affiliate” is means any entity (other than the person that, together with Company or any Subsidiary) which has of its Subsidiaries, would be deemed a “single employer” within the last six (6) years been considered a single employer with the Company or any Subsidiary meaning of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a4.14(a) of the Company PubCo Disclosure ScheduleLetter lists all material PubCo Benefit Plans. For purposes of this Agreement a “PubCo Benefit Plan” is, there exist no employmentwhether or not written, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) any “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation payequity or equity-based compensation, sick payseverance, cafeteriaemployment, death benefitconsulting, survivor income, termination allowance, salary continuation, severance pay, retention, change in change-of-control, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practiceagreement, program or arrangement sponsoredpolicy, maintainedwhether or not subject to ERISA, (iii) any plan, agreement, program or contributed policy providing vacation benefits, insurance (including any self-insured arrangements), medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, workers’ compensation, supplemental unemployment benefits and post-employment or retirement benefits (including compensation, pension or insurance benefits) or (iv) any loan to by or for the Company benefit of an officer of any PubCo Entity or any of its Subsidiaries, in each case (A) under which any current or former director, officer, employee or independent contractor of PubCo or any of its Subsidiaries has any right to benefits or (B) which are maintained, sponsored or contributed to by any PubCo Entity or any of its Subsidiaries or to which any PubCo Entity or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company any PubCo Entity or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyb) With respect to each material PubCo Benefit Plan, the “Benefit Plans”). The Company if applicable, PubCo has made available to Acquisition Corp. correct the Company true and complete copies of (i) each Benefit Plan the plan document (or and any amendments thereto and for any unwritten plan, a written description summary of such Benefit Plan if no such formal document exists), the material terms; (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), summary plan description; (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, annual report on Form 5500 (including all schedules); (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and annual audited financial statements; (v) each any related trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating agreements or insurance policies; and (vi) all material non-routine correspondence with respect to any PubCo Benefit Plan, if applicablePlan with a Governmental Authority. (c) Except as disclosed in Section 3.13(c) The execution and delivery of this Agreement and the consummation of the Company Disclosure ScheduleTransactions will not (either alone or in combination with another event) (i) result in any payment from any PubCo Entity or any of its Subsidiaries becoming due, all Pension Plans intended or increase the amount of any compensation due, to be qualified plans any current or former employee, director or independent contractor of any PubCo Entity or any of its Subsidiaries; (ii) increase any benefits otherwise payable under Section 401(aany PubCo Benefit Plan; (iii) result in the acceleration of the Code may either rely on an opinion lettertime of payment, advisory letter vesting of any compensation or notification letter issued by the IRS for the form benefits or forgiveness of plan indebtedness with respect to any current or have been the subject former employee, director or independent contractor of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(aany PubCo Entity or any of its Subsidiaries; (iv) and 501(a)result in any funding, respectivelythrough a grantor trust or otherwise, of the Code any compensation or benefits to any current or former employee, director or independent contractor of any PubCo Entity or any of its Subsidiaries under any PubCo Benefit Plan; or (taking into account the laws commonly referred to as “GUST”)v) result in any breach or violation of or default under or limit PubCo’s, no such determination Merger Sub’s or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company’s right to amend, nothing has occurred since the date of such determination modify or issuance of such letter that could reasonably be expected to adversely affect the qualification of such terminate any PubCo Benefit Plan. (d) None of the Benefit Plans isSince January 1, and neither the Company2021, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds there have been maintainedno pending, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, andor, to the knowledge Knowledge of the CompanyPubCo, it is not likely that threatened, material claims, investigations, audits or litigations against or involving any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each PubCo Benefit Plan, all contributions (including all employer contributions other than ordinary claims for benefits by participants and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheetbeneficiaries. (e) None of the Company, Each PubCo Benefit Plan can be terminated at any of time for any or no reason by PubCo and its Subsidiaries nor without any of their respective officers past, present or directors and, to the knowledge of the Company, none of their respective employees future Liability or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect obligation to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company PubCo Entity or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as solely administrative expenses related to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company consents, approvals or any Subsidiary to continue to employ any employee, or to continue the services other actions of any directorThird Party (other than solely administrative processes) are required to effect the actions contemplated by the Separation Agreement, officer or independent contractorif any, with respect to the PubCo Benefit Plans. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(a3.1(k) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Saratoga Disclosure Schedule contains a true and complete and correct list of all existing each "employee benefit plan" (i) “employee pension benefit plans” (as defined in Section 3(2within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (collectively, the “Pension Plans”), including, without limitation, multiemployer plans (ii) “employee welfare benefit plans” (as defined in Section 3(1) within the meaning of ERISA) ERISA section 3(37)), and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, all stock purchase, stock option, holiday vacation payseverance, sick payemployment, cafeteriachange-in-control, death fringe benefit, survivor incomecollective bargaining, termination allowancebonus, salary continuationincentive, severance pay, retention, change in controldeferred compensation, employee relocationstock ownership, tuition reimbursementretirement, psychiatric profit sharing and all other employee benefit plans, agreements, programs, policies or other counselingarrangements, employee assistancewhether or not subject to ERISA, dependent care assistanceand whether formal or informal, legal assistanceoral or written (all the foregoing being herein called "Benefit Plans"), ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings accountthat are sponsored or are being maintained or contributed to, or other fringe benefit or compensation planrequired to be contributed to, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company Saratoga or any of its Subsidiaries, or with respect to which Subsidiaries (the Company has any liability (all of the foregoing collectively, the “"Saratoga Benefit Plans”"). The Company has made available to Acquisition Corp. correct and complete copies of (i) each No Saratoga Benefit Plan document (is a multiemployer plan or is subject to a written description of such Benefit Plan if no such formal document exists), collective bargaining agreement. (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with With respect to each Saratoga Benefit Plan Plan, Saratoga has delivered to SJNB a current, accurate and complete copy (and all attachments thereto)or, to the extent no such copy exists, an accurate description) thereof and, to the extent applicable, (iiiA) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, any related trust agreement or other funding instrument; (ivB) the most recent determination letter, opinion letter, advisory letter ; (C) any summary plan description and other written communications (or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (va description of any oral communications) each trust agreement, insurance contract, service agreement, group annuity contract by Saratoga or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor to any ERISA Affiliate has within of their respective employees concerning the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 extent of the Code or Section 302 of ERISA or Title IV of ERISA, benefits provided under any Saratoga Benefit Plan; and (iiD) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, except as described in Section 413(c3.1(k)(ii) of the CodeSaratoga Disclosure Schedule, for the two most recent years (ivI) a “multiple employer welfare arrangement”, the Form 5500 and attached schedules; (II) audited financial statements; and (III) actuarial valuation reports. (iii) Except as defined set forth in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o3.1(k) of the Code. Each Saratoga Disclosure Schedule, (A) each Saratoga Benefit Plan and all of its related trusts, insurance contracts and funds have has been maintained, funded established and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither , rules and regulations; (B) each Saratoga Benefit Plan which is intended to be qualified within the Company nor any meaning of Code section 401(a) is so qualified and has received a favorable determination letter as to its Subsidiaries qualification and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification; (iC) any unpaid material fine, penalty or tax with respect to any Saratoga Benefit Plan Plan, no audits, actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or threatened, and no facts or circumstances exist which could give rise to any such audits, actions, suits or claims; (D) neither Saratoga nor any other “employee benefit plan” (as defined party has engaged in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company prohibited transaction which could subject Saratoga or any of its Subsidiaries. With , or the Surviving Corporation, to any taxes, penalties or other liabilities under Code section 4975 or ERISA sections 409 or 502(i); (E) no event has occurred and no condition exists that could subject Saratoga or any of its Subsidiaries, or the Surviving Corporation, either directly or by reason of any such entity's affiliation with any member of any such entity's Controlled Group (defined as any organization which is a member of a controlled group of organizations within the meaning of Code sections 414(b), (c), (m) or (o)), to any tax, fine, liability or penalty imposed by ERISA, the Code or other applicable laws, rules and regulations; (F) all insurance and Pension Benefit Guaranty Corporation ("PBGC") premiums required to be paid with respect to each Saratoga Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before Plans through the Closing Date that are not yet due have been made or properly accrued. All will be paid prior thereto and adequate reserves will have been provided for on Saratoga's consolidated statement of financial condition as of the month end immediately prior to the Closing Date for any premiums (or other payments for all periods ending portions thereof) attributable to service on or prior to the Closing Date; (G) all contributions required to be made prior to the Closing Date under the terms of each Saratoga Benefit Plan, the Code, ERISA or other applicable laws, rules and regulations have been paid or properly accrued will be timely made and adequate reserves will have been provided for on Saratoga's consolidated statement of financial condition as of the month end immediately prior to the Closing Date for all benefits attributable to service on or prior to the Closing Date; (H) no Saratoga Benefit Plan has incurred any "accumulated funding deficiency" as such term is defined in ERISA section 302 and (including, but not limited to the voting of any securities held pursuant to an Saratoga Benefit Plan) Code section 412 (whether or not waived); (I) the consummation of this Agreement will not result in a nonexempt prohibited transaction or a breach of fiduciary duty under ERISA; and (J) no Saratoga Benefit Plan provides health coverage beyond the termination of employment except as provided under Code section 4980B. (iv) Except as set forth in Section 3.1(k)(iv) of the Saratoga Disclosure Schedule, with respect to each of the Saratoga Benefit Plans which is subject to Title IV of ERISA, as of the Closing Date, the assets of each such Plan shall be at least equal in value to the present value of the accrued benefits (vested and unvested) of the participants in such Plan on a termination and projected basis, based on the actuarial methods and assumptions indicated in the most recent actuarial valuation reports. (v) Except as set forth on Section 3.1(k)(v) of the Saratoga Disclosure Schedule, no Saratoga Benefit Plan that is exists which provides for an increase in benefits on or after the Closing Date or could result in the payment to any employee welfare benefit plan (of Saratoga or any of its Subsidiaries of any money or other property or rights or accelerate or provide any other rights or benefits to any such employee as defined a result of the transactions contemplated by this Agreement. The aggregate amount of payments due from Saratoga under all such contracts and the amount due under each such contract, at the Effective Time, are as set forth in the schedule included in Section 3(13.1(k)(v) of ERISA)the Saratoga Disclosure Schedule. Except as set forth in Section 3.13(d3.1(k)(v) of the Company Saratoga Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would payments will constitute an “"excess parachute payment” parachute" payment within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.section 280G.

Benefit Plans. (a) Except as disclosed in Section 3.13(a3.12(a) of the Company Disclosure ScheduleSchedule lists each material employee benefit plan, there exist no employmentprogram, consultingpolicy, severancepractices, retention, termination, parachute or change-of-control agreements, arrangements other arrangement providing benefits to any Company Personnel or understandings between any beneficiary or dependent thereof that is sponsored or maintained by the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of to which the Company or any of its Subsidiaries (collectivelycontributes or is obligated to contribute or under which they have any obligations, whether or not written, including without limitation any employee welfare benefit plan within the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements meaning of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(23(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, any employee pension benefit plan within the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in meaning of Section 3(13(2) of ERISA (whether or not such plan is subject to ERISA) and (iii) other any bonus, incentive, deferred compensation, pension, profit-sharing, retirement, insurancevacation, stock purchase, stock option, holiday vacation payseverance, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retentionemployment, change in of control, employee relocation, tuition reimbursement, psychiatric perquisite or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsoredpolicy (“Company Benefit Plans”) and each Contract, maintained, offer letter or contributed to by agreement of the Company or any of its SubsidiariesSubsidiaries with or addressed to any Company Personnel, including any employment, deferred compensation, consulting, severance, change of control, termination, retention, deal bonus or indemnification Contract with respect any Company Personnel, pursuant to which the Company or any of its Subsidiaries has any actual or contingent liability or obligation to provide compensation and/or benefits in consideration for past, present or future services (all of the foregoing collectively“Company Benefit Agreement”) that is material. (b) With respect to each Company Benefit Plan other than a Multiemployer Plan (a “Plan”), the “Benefit Plans”). The Company has made available to Acquisition Corp. Parent a true, correct and complete copies of copy of: (i) each Benefit Plan document (or writing constituting a written description part of such Benefit Plan if no such formal document exists)Plan, including without limitation all plan documents, communications with Company Personnel, benefit schedules, trust agreements, and insurance contracts and other funding vehicles; (ii) the three most recent annual reports on Annual Report (Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (Series) and all attachments thereto)accompanying schedule, if any; (iii) the most recent current summary plan description for and any material modifications thereto, if any (in each Benefit Plan for which such summary plan description is requiredcase, whether or not required to be furnished under ERISA); (iv) the most recent annual financial report, if any; (v) the most recent actuarial report, if any; and (vi) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicableany. The Company has delivered or made available to Parent a true, which covers correct and complete copy of each material Company Benefit PlanAgreement. Except as specifically provided in the foregoing documents made available to Parent, and (vi) each trust agreementexcept as required to comply with applicable Law, insurance contract, service agreement, group annuity contract or funding arrangement relating there are no amendments to any Plan or Company Benefit Plan, if applicableAgreement that have been adopted or approved; nor (ii) has the Company or any of its Subsidiaries undertaken to make any such amendments or to adopt or approve any new Plan or Company Benefit Agreement. (c) Except as disclosed in Section 3.13(c3.12(c) of the Company Disclosure Schedule, all Pension Plans Schedule identifies each Plan that is intended to be a “qualified plans under plan” within the meaning of Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the (“Qualified Plans”). The Internal Revenue Service has issued a favorable determination letter with respect to each Qualified Plan and the effect related trust that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a)has not been revoked, respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge Knowledge of the Company, nothing has there are no existing circumstances and no events have occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification qualified status of such Benefit Planany Qualified Plan or the related trust. No trust funding any Plan is intended to meet the requirements of Code Section 501(c)(9). (d) None All contributions required to be made to any Plan by applicable Law or regulation or by any plan document or other contractual undertaking, and all premiums due or payable with respect to insurance policies funding any Plan, for any period through the date hereof have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been properly reflected on the Company’s financial statements to the extent required by Law or GAAP. Each Company Benefit Plan that is an employee welfare benefit plan under Section 3(1) of ERISA either (i) is funded through an insurance company contract and is not a “welfare benefit fund” with the meaning of Section 419 of the Code or (ii) is unfunded. With respect to the Company’s Deferred Compensation Plan or any similar Plan, the related Deferred Compensations Plan Trust (or other Plan’s trust) holds assets that equal or exceed the total benefit obligations and other liabilities accrued under the Deferred Compensation Plan (without regard to whether a participant is vested). (e) With respect to each Company Benefit Plans isPlan and Company Benefit Agreement, subject to the terms of subsection (m) hereof, the Company and its Subsidiaries have complied, and neither are now in compliance, in all material respects, with all provisions of ERISA, the CompanyCode and all Laws and regulations applicable to such Company Benefit Plan or Company Benefit Agreement. Each Company Benefit Plan and Company Benefit Agreement has been administered in all material respects in accordance with its terms. There is not now, nor do any circumstances exist that could give rise to, any requirement for the posting of security with respect to a Company Benefit Plan and Company Benefit Agreement or the imposition of any lien on the assets of the Company or any of its Subsidiaries nor any under applicable Law, including ERISA Affiliate has within or the last six Code. (6f) years maintained, contributed to or had any liability or potential liability with respect to No Company Benefit Plan is (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code Title IV or Section 302 of ERISA or Title IV Section 412 or 4971 of ERISA, the Code; (ii) a “multiemployer plan”, as defined in ” within the meaning of Section 3(374001(a)(3) of ERISAERISA (“Multiemployer Plan”) or a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”); (iii) a “multiple employer plan”, as described in Section 413(c) none of the CodeCompany and its Subsidiaries nor any of their respective ERISA Affiliates has, at any time during the last six years, contributed to or been obligated to contribute to any Multiemployer Plan or Multiple Employer Plan; (iv) none of the Company and its Subsidiaries nor any ERISA Affiliates have incurred any liability to a “multiple employer welfare arrangement”Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Section 3(40) Part I of ERISA), or Subtitle E of Title IV of ERISA that has not been satisfied in full; and (v) a funded welfare benefit plan (as such term is defined in Section 419 none of the Code)Company and its Subsidiaries nor any ERISA Affiliates maintain any Plan or Company Benefit Agreement subject to the provisions of foreign Laws or Regulations. For purposes of this Agreement, an An “ERISA Affiliate” is means, as to any entity (other than person, any trade or business, whether or not incorporated, which together with such person would be deemed, at any time through the Company or any Subsidiary) which has within the last six (6) years been considered Closing, a single employer with within the Company or any Subsidiary meaning of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a4.15(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Purchaser Disclosure Schedule contains lists all material Purchaser Benefit Plans. For purposes of this Agreement a complete and correct list of all existing “Purchaser Benefit Plan” is, whether or not written, (i) any “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance payequity or equity-based compensation, retention, change in severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policyagreement, practicearrangement, program or arrangement sponsoredpolicy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or retirement benefits (including compensation or pension benefits), in each case (A) under which any current or former director, manager, officer, employee or individual independent contractor of Purchaser or any of its Subsidiaries has any right to benefits and for which Purchaser or any of its Subsidiaries has any Liability or (B) that are maintained, sponsored or contributed to by the Company Purchaser or any of its Subsidiaries, Subsidiaries or to which Purchaser or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company Purchaser or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyb) With respect to each material Purchaser Benefit Plan, the “Benefit Plans”). The Company if applicable, Purchaser has made available to Acquisition Corp. correct the Company true and complete copies of (i) each Benefit Plan the current plan document (or and any amendments to it and for any unwritten plan, a written description summary of such Benefit Plan if no such formal document exists)the material terms, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto)summary plan description, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is requiredannual report on Form 5500 (including all schedules), (iv) if the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Purchaser Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans Plan is intended to be qualified plans qualify under Section 401(a) of the Code may either rely on an Code, the most recent determination or opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters received from the Internal Revenue Service to IRS, and (v) all material non-routine correspondence concerning any Purchaser Benefit Plan with a Governmental Authority within the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Planlast three years. (dc) None of the Benefit Plans is, and neither the Company, Neither Purchaser nor any of its Subsidiaries nor any ERISA Affiliate maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has within the last preceding six (6) years maintained, sponsored or contributed to to, or had has any liability Liability, including on account of an ERISA Affiliate, under or potential liability with respect to to, (i) a any “single employer defined benefit plan” (as such term is defined in Section 4001(a)(153(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a any “multiemployer plan”, ” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iii) a any “multiple employer plan”, as described in ” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (iv) a any “multiple employer welfare arrangement”, ” (as defined in Section 3(403(40)(A) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 . Neither Purchaser nor any of the Code). For purposes of this Agreement, an “ERISA Affiliate” is its Subsidiaries has any entity (other than the Company or any Subsidiary) which has within the last six (6) years been Liability due to being considered a single employer with the Company or any Subsidiary other Person under Section 414 of the Company Code. No Purchaser Benefit Plan is a voluntary employee benefit association under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o501(c)(9) of the Code. Neither Purchaser nor its Subsidiaries has engaged in any transaction described in Sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (d) Each Purchaser Benefit Plan complies with all applicable requirements of ERISA, the Code, and all of its related trusts, insurance contracts other applicable Laws and funds have has been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in and such Laws. Concerning each Purchaser Benefit Plan that is intended to qualify under Section 3.13(d401(a) of the Company Disclosure ScheduleCode, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any such Purchaser Benefit Plan has received a favorable determination or any other “employee benefit plan” (as defined in Section 3(3) of ERISA)opinion letter has been issued by the IRS concerning such qualification, (ii) any unpaid material liability with respect its related trust has been determined to any terminated “employee benefit plan” (as so definedbe exempt from taxation under Section 501(a) or of the Code and (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge Knowledge of Purchaser, no event has occurred since the Company, it is not likely date of such qualification or exemption that any would reasonably be expected to affect such liability, fine, penalty qualification or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code exemption adversely. (xe) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company Neither Purchaser nor any of its Subsidiaries has any material unfunded liabilities Liability with respect to any to, and no Purchaser Benefit PlanPlan provides, or any other promise of deferred compensation, retiree or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None employment health, medical, life insurance or death benefits to current or former employees or other individual service providers of the Company, Purchaser or any of its Subsidiaries nor any beyond their retirement or other termination of their respective officers service, other than coverage mandated by COBRA or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 4980B of the Code), or has committed any breach similar state group health plan continuation Law, the premium cost of fiduciary responsibility, with respect which is fully paid by such current or former employees or other individual service providers or their dependents. No Purchaser Benefit Plan is maintained (or governed by the Laws) outside of the United States or provides benefits to any Benefit Plan subject to ERISAservice provider based or providing substantial services (in whole or in part) outside of the United States. (f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions, that reasonably the transactions contemplated thereby or the Merger could be expected to subject the Company, (either alone or in combination with another event) (i) result in any payment from Purchaser or any of its Subsidiaries becoming due, or increase the amount of any of their respective employeescompensation due, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing current or application is pending with the Internal Revenue Serviceformer employee, the Pension Benefit Guaranty Corporationdirector, the United States Department manager or individual independent contractor of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company Purchaser or any of its Subsidiaries, threatened, other than routine claims for (ii) increase any benefits otherwise payable under any Purchaser Benefit Plan. , (fiii) None result in the acceleration of the Companytime of payment, vesting of any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health compensation or benefits or other welfare benefits forgiveness of indebtedness with respect to retired any current or other former employees employee, director, manager or individual independent contractor of the Company Purchaser or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed (iv) result in Section 3.13(f) any funding, through a grantor trust or otherwise, of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability any compensation or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103)current or former employee, all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act director, manager or individual independent contractor of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company Purchaser or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Purchaser Benefit Plan, Plan or by the Company (v) result in any breach or any violation of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred default under or could reasonably be expected to incur any liability, fine, penalty limit Purchaser’s or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the ’s right to amend, modify or terminate each any Purchaser Benefit Plan. (g) Each Purchaser Benefit Plan at that constitutes in any time without liability or penalty to itself part a “nonqualified deferred compensation” (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under defined in Section 401(a409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code or under and applicable guidance of the National Home Health Care Corp. Deferred Compensation PlanDepartment of Treasury and Internal Revenue Service, and as no amount under any such Purchaser Benefit Plan has been, is or is reasonably expected to be subject to any welfare benefits for which Tax set forth under Section 409A(a)(1)(B) of the contingency for payment has already occurred, prior to the date of such amendment, modification or termination)Code. No Benefit Plan requires the Company or person is entitled to any Subsidiary to continue to employ any employeegross-up, make-whole, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company additional payment from the Company Purchaser or any of its affiliates currently exists Subsidiaries regarding any Tax (including taxes imposed under Section 4999 or is in effect409A of the Code). (h) Since January 1, 2021, there have been no pending or, to the Knowledge of Purchaser, threatened material claims, investigations, audits, or litigation against or involving any Purchaser Benefit Plan other than ordinary claims for benefits by participants and beneficiaries. (i) Each Purchaser Benefit Plan can be terminated at any time for any or no reason by Purchaser or any of its Subsidiaries without any past, present or future Liability or obligation to Purchaser or any of its Subsidiaries (other than solely administrative expenses related to such termination).

Benefit Plans. (ai) Except as disclosed in Section 3.13(a3.01(o)(i) of the Company Disclosure ScheduleLetter lists all material Company Benefit Plans. For purposes of this Agreement a “Company Benefit Plan” is, there exist no employmentwhether or not written, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or (A) any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (iiB) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance payequity or equity-based compensation, retention, change in severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policyagreement, practicearrangement, program or arrangement sponsoredpolicy, whether or not subject to ERISA, (C) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or retirement benefits (including compensation or pension benefits), in each case (1) under which any current or former director, manager, officer, employee or individual independent contractor of the Company or any of its Subsidiaries has any right to benefits and for which the Company or any of its Subsidiaries has any Liability or (2) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries, Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyii) With respect to each material Company Benefit Plan, if applicable, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct the Principal Investor prior to the date of this Agreement true and complete copies of (iA) each such Company Benefit Plan Plan, including the current plan document (or and any amendments thereto and for any unwritten plan, a written description summary of such Benefit Plan if no such formal document exists)the material terms, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iiiB) the most recent summary plan description for each Benefit Plan for which such summary plan description is requireddescription, (ivC) the most recent determination letterannual report on Form 5500 (including all schedules), opinion letter, advisory letter or notification letter from the Internal Revenue Service, (D) if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans Benefit Plan is intended to be qualified plans qualify under Section 401(a) of the Code may either rely on an Code, the most recent determination or opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters received from the Internal Revenue Service IRS, and (E) all material non-routine correspondence with respect to any Company Benefit Plan with a Governmental Entity within the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(alast three (3) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Planyears. (diii) None of Neither the Benefit Plans is, and neither the Company, Company nor any of its Subsidiaries nor any ERISA Affiliate maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has within the last preceding six (6) years maintained, sponsored or contributed to to, or had has any liability Liability, including on account of an ERISA Affiliate, under or potential liability with respect to to, (iA) a any “single employer defined benefit plan” (as such term is defined in Section 4001(a)(153(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Section 302 of ERISA or Title IV of ERISA, (iiB) a any “multiemployer plan”, ” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iiiC) a any “multiple employer plan”, as described in ” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (ivD) a any “multiple employer welfare arrangement”, ” (as defined in Section 3(403(40)(A) of ERISA), or (v) . Neither Company nor any of its Subsidiaries has any Liability as a funded welfare benefit plan (as such term is defined in Section 419 result of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been time being considered a single employer with the Company or any Subsidiary other person under Section 414 of the Code. No Company Benefit Plan is a voluntary employee benefit association under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o501(c)(9) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (iiv) any unpaid Each Company Benefit Plan is in compliance in all material finerespects with all applicable requirements of ERISA, penalty or tax the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to any each Company Benefit Plan or any other “employee benefit plan” (as defined in that is intended to qualify under Section 3(3401(a) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and(A) such Company Benefit Plan has received a favorable determination or opinion letter has been issued by the IRS with respect to such qualification, (B) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (C) to the knowledge of the Company, it is no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. All contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not likely that yet due, have been accrued on the applicable financial statements of the Company in accordance with GAAP. Neither the Company nor any such liabilitytrustee, fine, penalty administrator or tax will arise. No individual other third-party fiduciary and/or party in interest has been required engaged in any breach of fiduciary responsibility or any prohibited transaction to include any amount in gross income under which Section 409A 406 or ERISA or Section 4975 of the Code (x) because any Benefit Plan has failed to meetapplies and which would subject, or has not been operated in compliance withimpose an indemnification obligation on, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued Subsidiaries with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax Tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) Code or Section 502(l406 of ERISA. (v) Neither the Company nor any of ERISA its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or (iii) any material liability (including liability post-employment health, medical, life insurance or death benefits to indemnify any person). Except as disclosed in Section 3.13(e) current or former employees or other individual service providers of the Company Disclosure Scheduleor any of its Subsidiaries beyond their retirement or other termination of service, as other than coverage mandated by COBRA or Section 4980B of the date of this AgreementCode, with respect to or any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Servicesimilar state group health plan continuation Law, the Pension premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Company Benefit Guaranty Corporation, Plan is maintained (or governed by the Laws) outside of the United States Department or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of Labor the United States. (vi) Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) (A) result in any payment from the Company or any other governmental body and (ii) there is no actionof its Subsidiaries becoming due, suit, investigation, inquiry or claim pending orincrease the amount of any compensation due, to the knowledge any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, threatened, other than routine claims for (B) increase any benefits otherwise payable under any Company Benefit Plan. , (fC) None result in the acceleration of the Companytime of payment, vesting of any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health compensation or benefits or other welfare benefits forgiveness of indebtedness with respect to retired any current or other former employees employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed (D) result in Section 3.13(f) any funding, through a grantor trust or otherwise, of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability any compensation or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103)current or former employee, all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act director, manager or individual independent contractor of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries under any Company Benefit Plan or (E) result in any breach or violation of or default under or limit the Company’s right to pay amend, modify or terminate any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase Company Benefit Plan. (vii) Neither the amount execution and delivery of any benefit, provide additional credit for service, or alter this Agreement nor the timing consummation of any benefit payment, in whole or in part, as a result of any transaction the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (viii) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of the Treasury and the Internal Revenue Service, and no amount under any such Company Benefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code. No person is entitled to any gross-up, make-whole or other additional payment from the Company or any of its Subsidiaries in respect of any Tax (iiincluding taxes imposed under Section 4999 or 409A of the Code). (ix) Since January 1, 2018, there have been no payment madepending, or, to be made the knowledge of the Company, threatened, material claims, investigations, audits or contemplated under litigation against or involving any Company Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries. (x) Each Company Benefit Plan can be terminated at any time for any or no reason by the Company or any of its SubsidiariesSubsidiaries without any past, constituted, present or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred future Liability or could reasonably be expected obligation to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself Subsidiaries (other than routine expenses, and other than as solely administrative expenses related to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed set forth in Section 3.13(a) of SCHEDULE 2.11, neither the Company Disclosure Schedulenor the Subsidiaries maintain, there exist no employmentsponsor, consultingparticipate in or contribute to, severanceor is required to contribute to, retentiondirectly or indirectly, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or has any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”).obligation under: (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “Any employee benefit plan, employee pension benefit plans” plan, employee welfare benefit plan (including any medical, dental, disability, accident or sickness, salary continuation or life insurance plan or arrangement), or multiemployer plan, all as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”)) (collectively, the “Pension Plans”"), regardless of whether or not a plan is exempt from some or all of the otherwise applicable requirements of ERISA; or (ii) “employee welfare benefit plans” (Except as defined in Section 3(1) of ERISA) and (iii) other disclosed on the Financial Statements, any material bonus, commission, deferred compensation, pensionincentive compensation, profit-sharing, retirement, insurancerestricted stock, stock purchase, stock option, holiday vacation paystock appreciation right, debenture, supplemental pension, profit sharing, royalty pool, vacation, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuationleave, severance payor termination pay policies, retentionsupplemental unemployment benefits plan, change in controlloan guarantee, relocation assistance, employee relocation, tuition reimbursement, psychiatric loan or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings accountextensions of credit, or other fringe benefit or compensation similar material plan, program, agreement, policy, practicecommitment, program arrangement or benefit currently in effect under which current or former employees or their dependents, beneficiaries, representatives or estates are currently or will in the future be entitled to benefits. (b) With respect to each plan, program, agreement, policy, commitment, arrangement sponsoredor benefit described on SCHEDULE 2.11 (a "Benefit Plan"), maintained, or contributed to by the Company or any of its Subsidiariesand the Subsidiaries have furnished to the Purchaser true, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan Plans that are in written form, including amendments, if no such formal document exists)applicable, (ii) the three most recent annual reports on Form 5500 as filed with summary plan descriptions, if applicable, the Internal Revenue Service with respect determination letter, if applicable, and the two most recent Forms 5500, 5500-C or 5500-R, as applicable, and has made available to the Purchaser the most recent actuarial reports of or regarding such Benefit Plan. As to each Benefit Plan (not reduced to writing, the Company and the Subsidiaries have made available to the Purchaser a description of all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which material elements of such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicableplan. (c) Except as disclosed set forth in Section 3.13(cSCHEDULE 2.11: (i) Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including but not limited to ERISA and the Internal Revenue Code of 1986 as amended (the Company Disclosure Schedule, all Pension Plans "Code") (as defined below). Each Benefit Plan that is intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters has received from the Internal Revenue Service Service, or timely applied for, a determination letter on such Benefit Plan's qualified status. (ii) Neither the Company nor the Subsidiaries nor any other party in interest (within the meaning of ERISA) has engaged in any non-exempt prohibited transaction with respect to any Benefit Plan under ERISA, the Code, and there is no pending assertion of the occurrence of any such transaction. (iii) All contributions required under applicable law or the terms of any Benefit Plan, collective bargaining agreement or other agreement relating to a Benefit Plan to be paid by the Company or the Subsidiaries for all periods prior to the effect Closing Date have been or will have been completely and timely made to each Benefit Plan when due, and the Company and the Subsidiaries have established adequate reserves on their books (which will be treated as a current liability for purposes of determining Working Capital at Closing) to meet liabilities for contributions accrued but that such Pension Plans have not been made because they are qualified not yet due and exempt from Federal income taxes under Section 401(apayable. (iv) and 501(a), respectively, To the Knowledge of the Code (taking into account Company and the laws commonly referred to as “GUST”)Controlling Shareholders, there is no current or pending investigation or audit by the Internal Revenue Service, the Department of Labor or any other governmental entity of any Benefit Plan, nor has the Company or the Subsidiaries received notification from any such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date governmental entity of such determination a pending audit or issuance investigation, and there are no actions, suits or claims pending (other than routine claims for benefits) or threatened, with respect to any Benefit Plan or against the assets of such letter that could reasonably be expected to adversely affect the qualification of any such Benefit Plan. (dv) None No Benefit Plan is or ever has been a plan subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Benefit Plans isCode ("Pension Plan"), and or is or ever has been a multiemployer plan as defined in Section 3(37) of ERISA or Section 414(f) of the Code ("Multiemployer Plans"); neither the Company, any of its Subsidiaries Company nor any ERISA Affiliate Subsidiary has within the last six (6) years maintained, contributed to or had incurred any liability or potential liability to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any Pension Plan, except for required premium payments, which payments have been made when due; no accumulated funding deficiency (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) within the meaning of ERISA) subject to Section 412 of the Code or Section 302 of ERISA ERISA) or Title IV of ERISA, reportable event (ii) a “multiemployer plan”, as defined in Section 3(374043 of ERISA) has occurred with respect to any Pension Plan; no event has occurred in connection with any Pension Plan which could subject any Company or any Pension Plan, or Purchaser, its Affiliates or any of their respective benefit plans, to liability under Section 4062, 4063 or 4064 of ERISA, (iii) a “multiple employer plan”and, no event has occurred which might give rise to any liability of the Company or the Subsidiaries or any Pension Plan, or Purchaser, its Affiliates or any of their respective benefit plans, to the PBGC under Title IV of ERISA or which could reasonably be anticipated to result in any claims being made against the Company or the Subsidiaries or any Pension Plan; and neither the Company nor the Subsidiaries has incurred nor, as described a result of the transactions contemplated by this Agreement, will incur any withdrawal liability (including any contingent or secondary withdrawal liability) within the meaning of Section 4201 and 4204 of ERISA to any Multiemployer Plan; upon a complete withdrawal or a partial withdrawal (as those terms are defined in Section 413(c4203 and 4205, respectively, of ERISA) from a Multiemployer Plan occurring on or before the close of the Codemost recent fiscal year of each such Multiemployer Plan ended prior to the Closing Date, to the Knowledge of the Company and Controlling Shareholders neither the Company nor the Subsidiaries would have been subject to withdrawal liability under Title IV, Subtitle E, Part 1 of ERISA and, there has been no material change in the financial condition of any Multiemployer Plan that would result in the imposition of such liability due to such complete or partial withdrawal on or before the Closing Date. (ivvi) The Company and the Subsidiaries have complied in all material respects with all notice and continuation coverage requirements applicable to group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), with respect to all medical and health benefits provided by the Company and the Subsidiaries that are subject to COBRA. (vii) No Benefit Plan amendments have been adopted nor will any such amendments be adopted prior to the Closing Date except as may be necessary for compliance purposes with the Code or ERISA and there is no arrangement, commitment or understanding to create any additional plan which would constitute a “multiple employer welfare arrangement”Benefit Plan or increase the rate of benefit accrual or contribution requirement under any of the Benefit Plans or modify, change or terminate any existing Benefit Plan. (viii) Neither the Company nor the Subsidiaries is a member of a "controlled group" of organizations (as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section Sections 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of ) which sponsors or maintains any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in plan within the meaning of Section 3(3) of ERISA), (ii) ERISA which under Title IV of ERISA or any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A section of the Code (x) because any Benefit Plan has failed to meetor ERISA would subject Purchaser, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit PlanSubsidiary, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors employee benefit plans or service providers to (i) any material tax the fiduciaries thereof or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect their respective assets to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Servicetaxes, the Pension Benefit Guaranty Corporationencumbrances, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits penalties or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003liabilities. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in the Company SEC Reports filed with the SEC prior to the date of this Agreement or as set forth in Section 3.13(a3.11(a) of the Company Disclosure ScheduleSchedule or as expressly contemplated by this Agreement, there exist exists no employment, consulting, severance, retention, terminationchange in control, parachute severance or change-of-control agreements, arrangements termination agreement or understandings arrangement between the Company or any of its the Company Subsidiaries and any individual current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its the Company Subsidiaries (collectivelywith respect to which the annual cash, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”)noncontingent payments thereunder exceed $50,000. (b) Section 3.13(b3.11(b) of the Company Disclosure Schedule contains a correct and complete and correct list of all existing (i) “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (sometimes referred to herein as "Pension Plans"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “"Multiemployer Pension Plans”"), (ii) “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) ), and (iii) all other benefit plans, policies, programs, agreements or arrangements, including but not limited to, any bonus, deferred compensation, severance pay, retention, change in control, employment, consulting, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric incentive or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, equity compensation or other fringe benefit or compensation plan, program, policy, practiceagreement or arrangement, program or arrangement sponsored, in each case maintained, or contributed to or required to be contributed to, by the Company or any of its the Company Subsidiaries or any trade or business, whether or not incorporated, that, together with the Company would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA or Section 414 of the Code (each, an "ERISA Affiliate"), for the benefit of any current or former employees, officers, consultants or directors of the Company or any of the Company Subsidiaries, or with respect to which the Company has or any of the Company Subsidiaries could reasonably have any liability (all of the foregoing collectively, the “"Benefit Plans”"). The Other than with respect to any Multiemployer Pension Plan, the Company has delivered or made available, or will make available within two (2) Business Days of the date of this Agreement, to Acquisition Corp. Parent correct and complete copies of (i) each Benefit Plan document (including all amendments thereto) or a written description of such each Benefit Plan if no such formal document exists)that is not otherwise in writing, (ii) the three most recent annual reports on Form 5500 as and all schedules thereto filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto)Plan, to the extent applicable, (iii) the most recent summary plan description and summary of material modifications for each Benefit Plan for which such summary plan description is requiredPlan, to the extent applicable, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each current trust agreement, insurance contract, service agreementcontract or policy, group annuity contract or and any other funding arrangement relating to any Benefit Plan, if to the extent applicable, (v) the most recent actuarial report, financial statement or valuation report, to the extent applicable, and (vi) a current Internal Revenue Service favorable determination letter, to the extent applicable. (c) Except where such non-compliance or violation would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company or as disclosed set forth in Section 3.13(c3.11(c) of the Company Disclosure Schedule, each Benefit Plan that is not a Multiemployer Pension Plan is and has at all times been operated and administered in accordance with its terms and in compliance with applicable Law, including but not limited to ERISA and the Code. (d) Except as set forth in Section 3.11(d) of the Company Disclosure Schedule, each Pension Plans Plan that is not a Multiemployer Pension Plan intended to be qualified plans under Section "qualified" within the meaning of section 401(a) of the Code may either rely on an opinion letter, advisory has received a recent and currently effective determination letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are Plan is so qualified and exempt from Federal income taxes taxation under Section section 401(a) and 501(a), respectively, ) of the Code (taking into account the laws commonly referred to as “GUST”)Code, no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter no condition exists that could reasonably would be expected to materially adversely affect the qualification of such Benefit Planqualification. (de) None of the Benefit Plans is, and neither none of the Company, Company or any of its the Company Subsidiaries nor any ERISA Affiliate has ever (or in the case of clause (ii) hereof, within the last six (6years prior to the date of this Agreement) years maintained, contributed to maintained or had any liability or potential liability with respect an obligation to contribute to (i) a “"single employer plan” " (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “"multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “" or "multiple employer welfare arrangement”, " (as such terms are defined in Section 3(40ERISA) of ERISA), or (viii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except Except as disclosed set forth in Section 3.13(d3.11(e) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither there are no unpaid contributions due from the Company nor or a Company Subsidiary or any of its Subsidiaries has (i) any unpaid material fine, penalty or tax ERISA Affiliate prior to the date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any other “employee benefit applicable Law and all contributions due have been timely made. (f) None of the Company or any of the Company Subsidiaries has incurred any liability or taken any action, and neither the Company nor any Company Subsidiary has any knowledge of any action or event, that could reasonably be expected to cause any one of them to incur any liability (i) under Section 412 of the Code or Title IV of ERISA with respect to any "single-employer plan” " (as such term is defined in Section 3(34001(a)(15) of ERISA), (ii) any unpaid material liability under Title IV of ERISA, including on account of a partial or complete withdrawal (as such term is defined in Sections 4203 and 4205 of ERISA, respectively) with respect to any terminated “employee benefit plan” (as so defined) or Multiemployer Pension Plan, (iii) on account of unpaid contributions to any other material Multiemployer Pension Plan, (iv) on account of the reorganization of any Multiemployer Pension Plan or increased contributions to avoid a reduction in benefits or an excise tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (yv) by reason of the application of Section 409A(b) to any plan4069, trust 4204 or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) 4212 of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (eg) None of the Company, any of its the Company Subsidiaries nor or any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers ERISA Affiliate has engaged in a “"prohibited transaction” " (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), ) or has committed any other breach of fiduciary responsibility, responsibility with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries Company or any of their respective employees, officers, directors or service providers the Company Subsidiaries to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, penalty. (iih) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed set forth in Section 3.13(e3.11(h) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan that is not a Multiemployer Pension Plan, and, to the Company's actual knowledge with respect to any Multiemployer Pension Plan: (i) no filing filing, application or application other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body body, and (ii) there is no action, suit, investigationaudit, inquiry investigation or claim pending orpending, or to the knowledge Company's knowledge, threatened or anticipated that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. (i) Except as set forth in Section 3.11(i) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Company Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, provide any health benefits or other welfare non-pension benefits (whether or not insured) to retired or other former employees employees, directors or consultants, except as specifically required by Part 6 of Title I of ERISA or Section 4980B of the Code ("COBRA"). (j) Except as set forth in Section 3.11(j) of the Company Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, or any termination of employment or service (or other event or occurrence) in connection therewith will (i) entitle any current or former employee, director or consultant of the Company or any of its Subsidiariesthe Company Subsidiaries to any payment or benefit (or result in the funding of any such payment or benefit) or result in any forgiveness of indebtedness with respect to any such persons, (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by the Company or any Company Subsidiary or (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits except as specifically required by COBRA. under Section 411(d)(3) of the Code. (k) Except as disclosed set forth in Section 3.13(f3.11(k) of the Company Disclosure Schedule, (i) no Benefit Plan that is not a Multiemployer Pension Plan is a "nonqualified deferred compensation plan" subject to Section 409A of the Code and (ii) no amounts payable (individually or collectively and whether in cash, capital stock of the Company or other property) under any of the Benefit Plans that are not Multiemployer Pension Plans, or, to the Company's actual knowledge with respect to any Multiemployer Pension Plan, or any other contract, agreement or arrangement with respect to which the Company or any Company Subsidiary may have any liability could fail to be deductible for federal income tax purposes by virtue of Section 404, 162(m) or Section 280G of the Code. (l) Neither the Company nor any of its ERISA Affiliates has used the services or workers provided by third party contract labor suppliers, temporary employees, "leased employees" (as that term is defined in Section 414(n) of the Code), or individuals who have provided services as independent contractors to an extent that would reasonably be expected to result in the disqualification of any of the Benefit Plans that are not Multiemployer Pension Plans or the imposition of penalties or excise taxes with respect to the Benefit Plans that are not Multiemployer Pension Plans by the Internal Revenue Service, the Department of Labor, or the Pension Benefit Guaranty Corporation. (m) Except as set forth in Section 3.11(m) of the Company Disclosure Schedule, each Benefit Plan that provides medicalis not a Multiemployer Pension Plan can be freely amended, disability terminated or otherwise discontinued after the Effective Time without the consent of participants and without liability (other similar health than ordinary administrative expenses) and neither the Company nor any of the Company Subsidiaries has any express or welfare benefits is fully insured. Incurred but not reported claims under each such implied commitment, whether legally enforceable or not, to adopt any new Benefit Plan or modify, change or terminate any existing Benefit Plan that is are not fully insured have been properly accrued in accordance with GAAPMultiemployer Pension Plans other than as may be required by ERISA or the Code. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in on Section 3.13(g3.11(m) of the Company Disclosure Schedule, no termination, discontinuance, load, market value adjustment or other similar fee or expense is or shall become payable by any Benefit Plan that is not a Multiemployer Pension Plan (ior with respect to a Multiemployer Pension Plan, to the Company's actual knowledge) neither or the Benefit Plans nor any other arrangement obligates participants therein, or the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit paymentCompany Subsidiaries, in whole connection with the discontinuance of contributions to, and/or the amendment or in parttermination of, any such Benefit Plan. (n) The Neptune Employee Relief Fund has received a currently effective determination letter from the Internal Revenue Service that such Fund qualifies as a result of any transaction contemplated by this Agreement and (iitax-exempt organization under Section 501(c)(3) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither , and to the Company nor any Subsidiary knowledge of the Company has incurred or could reasonably Company, no condition exists that would be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entityadversely affect such tax-exempt status. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(a) Schedule 4.17(d)(i)-A of the Company NXP Disclosure Schedule, there exist no Schedule lists each material individual employment, consulting, severance, bonus or other similar contract with any Employee of the Business and each material employee benefit plan or arrangement providing for insurance coverage (including any self-insured arrangements that are clearly identified as such, and any stop-loss insurance policies issued in connection with such self-insured arrangements), workers’ benefits, vacation benefits, severance benefits, retention, terminationdisability benefits, parachute death benefits, hospitalization benefits, relocation benefits, cafeteria benefits, child care benefits, sabbatical, retirement benefits, deferred compensation, pension plan, profit-sharing, bonuses, stock options, phantom stock, restricted stock, stock appreciation, management equity participation plans or changeother forms of incentive compensation or post-of-control agreementsretirement insurance, arrangements compensation or understandings between benefits for employees, consultants or directors that is currently in effect, maintained or contributed to the Company Transferred Newcos, the Companies or any of their Subsidiaries or by NXP or any of its Subsidiaries Affiliates and which covers any current employee or former employeeemployee with respect to the Business. Such contracts, independent contractorplans and arrangements with respect to the Business as are described in this Section 4.17(d)(i) are hereinafter collectively referred to as “Company Benefit Arrangements.” Schedule 4.17(d)(i)-B lists each material Company Benefit Arrangement that is being assumed in the Transaction or continued by the Transferred Newcos, officer or director (or any dependent, beneficiary or relative of any of the foregoingCompanies or any of their Subsidiaries following the Closing (the “Assumed Company Benefit Arrangements”). (ii) of Each Company Benefit Arrangement has been maintained in compliance in all material respects with its terms and with the requirements prescribed by any and all Applicable Law that is applicable to such Company Benefit Arrangement. (iii) All payments and/or contributions required to be made on or prior to the Closing Date, or in relation to any period ending on or before the Closing Date, by NXP or any of its Subsidiaries Affiliates in connection with Company Benefit Arrangements have been made to the applicable pension fund(s) and/or pension insurance company(ies), or other entity maintaining or managing the applicable Company Benefit Arrangement. (collectivelyiv) NXP has made available to Trident complete and correct summaries of each Assumed Company Benefit Arrangement. (v) No suit, the “Employees”) administrative proceeding, action or other litigation (other than routine claims for benefits in the Company’s obligations ordinary course) has been brought, or to former employees the Knowledge of NXP, is threatened against or with respect to any Company Benefit Arrangement, including any audit or inquiry by any Governmental Authority. (vi) No Company Benefit Arrangement (other than life insurance arrangements) provides post-termination or retiree welfare benefits to any person for any reason, except (i) as may be required under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”)or non-U.S. law, (ii) “employee welfare benefit plans” (as defined in Section 3(1) benefits the full cost of ERISA) and which are borne by the employees or (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, disability benefits under a welfare plan that is fully provided for by insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (cvii) Except as disclosed No Company Benefit Arrangement maintains or contributes to, or has in Section 3.13(c) the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit PlanERISA. (dviii) None of the Benefit Plans isTransferred Newcos, and neither the CompanyCompanies, any of its their Subsidiaries nor or any ERISA Affiliate Affiliate, or any predecessor thereof, contributes to, or has within in the last six (6) years maintainedpast contributed to, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in set forth on Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company does not have or any maintain any, Company Benefit Plans. For purposes of its Subsidiaries and any current this Agreement a “Company Benefit Plan” is, whether or former employeenot written, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) any “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance payequity or equity-based compensation, retention, change in severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policyagreement, practicearrangement, program or arrangement sponsoredpolicy, whether or not subject to ERISA, (iii) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or retirement benefits (including compensation or pension benefits), in each case (A) under which any current or former director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries has any right to benefits and for which the Company or any of its Subsidiaries has any Liability or (B) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries, Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyb) With respect to each material Company Benefit Plan, if applicable, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct Purchaser true and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicabledescription. (c) Except as disclosed would not, individually or in Section 3.13(c) of the Company Disclosure Scheduleaggregate, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans ishave a Company Material Adverse Effect, and neither the Company, Company nor any of its Subsidiaries nor maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has any Liability, including on account of an ERISA Affiliate has within the last six (6) years maintainedAffiliate, contributed to under or had any liability or potential liability with respect to to, (i) a any “single employer defined benefit plan” (as such term is defined in Section 4001(a)(153(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a any “multiemployer plan”, ” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iii) a any “multiple employer plan”, as described in ” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (iv) a any “multiple employer welfare arrangement”, ” (as defined in Section 3(403(40)(A) of ERISA). Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (vi) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than neither the Company or nor any Subsidiary) which of its Subsidiaries has within the last six (6) years been any Liability as a result of any time being considered a single employer with any other Person under Section 414 of the Code, (ii) no Company Benefit Plan is a voluntary employee benefit association under Section 501(c)(9) of the Code, and (iii) neither the Company nor any of its Subsidiaries has engaged in any transaction described in Sections 4069 or any Subsidiary of the Company under Section 4001(b4212(c) of ERISA or to which Section 414(b)4204 of ERISA applied. (d) Except as would not, (c)individually or in the aggregate, (m) or (o) reasonably be expected to have a Company Material Adverse Effect, to the Knowledge of the Code. Each Company, each Company Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan is in compliance in with all material respects with the applicable provisions requirements of ERISA, the Code and other applicable laws. Neither Laws and has been administered in accordance with its terms and such Laws. (e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, andMaterial Adverse Effect, to the knowledge Knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or post-employment health, medical, life insurance or death benefits to current or former employees or other individual service providers of the Company or any of its Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by COBRA or Section 4980B of the Code, or any similar state group health plan continuation Law, the premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. (f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions or the Merger could (either alone or in combination with another event) (i) result in any material unfunded liabilities payment from the Company or any of its Subsidiaries becoming due, or increase the amount of any compensation due, to any current or former employee, director, or individual independent contractor of the Company or any of its Subsidiaries, (ii) materially increase any benefits otherwise payable under any Company Benefit Plan, (iii) result in the acceleration of the time of payment, vesting of any material compensation or benefits or forgiveness of material indebtedness with respect to any Benefit Plancurrent or former employee, director, or individual independent contractor of the Company or any other promise of deferred compensationits Subsidiaries, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (eiv) None result in any funding, through a grantor trust or otherwise, of any material compensation or benefits to any current or former employee, director, or individual independent contractor of the Company, Company or any of its Subsidiaries under any Company Benefit Plan. (g) Neither the execution and delivery of this Agreement nor any of their respective officers or directors and, to the knowledge consummation of the Company, none Transactions or the Merger could (either alone or in combination with another event) cause any amount to fail to be deductible by reason of their respective employees Section 280G of the Code or service providers has engaged in a be characterized as an “prohibited transactionexcess parachute payment” (as such term is defined in Section 406 of ERISA and Section 4975 280G(b)(1) of the Code). (h) Except as would not, individually or has committed any breach of fiduciary responsibilityin the aggregate, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Companyhave a Company Material Adverse Effect, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the each Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued constitutes in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is part a “health plannonqualified deferred compensation” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of Treasury and Internal Revenue Service, and no amount under any such Company Disclosure ScheduleBenefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code, and (iii) neither the Benefit Plans nor no person is entitled to any gross-up, make-whole or other arrangement obligates additional payment from the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount in respect of any benefit, provide additional credit for service, Tax (including taxes imposed under Section 4999 or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 409A of the Code). (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed Schedule 3.22 sets forth a correct and complete list of all employee welfare and pension benefit plans and all other employee benefit arrangements and payroll practices providing employee benefits (including all employment agreements; severance agreements; executive compensation arrangements; incentive programs or arrangements; sick leave policies; vacation pay and severance pay policies; salary continuation arrangements for disability; consulting or similar compensation arrangements with any Company employee; retirement plans; deferred compensation plans; bonus programs; stock purchase arrangements; hospitalization medical or health plans; life insurance plans; voluntary employee beneficiary associations; tuition reimbursement or scholarship programs; and plans providing benefits or payments in Section 3.13(a) the event of a change in control, change in ownership or sale of all or a substantial portion of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between assets of the Company) maintained by the Company or any of its Subsidiaries and to which the Company contributes or is required to contribute with respect to any current or former employeeemployee (each, independent contractora "Company Plan" and, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) "Company Plans"). With respect to each Company Plan (other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (multiemployer plan as defined in Section 3(23(37) or Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“"ERISA”)") (collectively, the “Pension Plans”a "Multiemployer Plan"), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of ): (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Company Plan (and all attachments thereto)each related trust, (iiiinsurance contract or fund) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plancomplies in form, and (v) each trust agreementhas complied in its operation, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions requirements of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), Laws; (ii) any unpaid material liability all required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGC-l's and Summary Plan Descriptions) have been filed or distributed in accordance with respect to any terminated “employee benefit plan” (as so defined) or ERISA, the Code and other applicable Laws. (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that which are due have been made within the time periods prescribed by paid to each such Company Plan which is an Employee Pension Benefit Plan as defined in Section 3(2) of ERISA and the Code, (a "Pension Plan") and all contributions for any period ending on or before the Closing Date that which are not yet due have been made paid to each such Company Plan or properly accruedaccrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or prior to before the Closing Date have been paid or properly accrued with respect to each Benefit such Company Plan which is a Welfare Plan (defined below); (iv) each such Company Plan which is a Pension Plan that is intended to meet the requirements of a "qualified plan" under Section 401 (a) of the Code has received a currently applicable favorable determination letter from the Internal Revenue Service and, to the knowledge of the Stockholders, there exist no circumstances that would adversely affect the qualified status of any such Company Plan under Section 401(a) of the Code for which the remedial amendment period has expired. All contributions made by the Company to each Company Plan which is a Pension Plan are fully deductible for federal income Tax purposes. Each transfer of assets between Company Plans which are Pension Plans during the five-year period ending with the Closing Date is in compliance with ERISA and the qualification requirements of Code Section 401(a); (v) no such Company Plan (other than a Multiemployer Plan) is a Pension Plan that is subject to Title IV of ERISA; and (vi) the Stockholders have delivered to the Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and other funding agreements which implement such Company Plan. (b) With respect to each Company Plan which is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(dERISA (a "Welfare Plan") of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit and each Pension Plan that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any member of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. either Company's controlled group of entities (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. Code Sections 414(b), (hc), (m), or (o)) Neither the Company nor any Subsidiary of the Company (each a "Controlled Group Member") maintains or ever has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Planmaintained, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Companythem contributes, a Subsidiary of the Company ever has contributed or an ERISA Affiliate ever has expressly reserved been required to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.contribute:

Benefit Plans. (ai) Except as disclosed in Schedule “E”, Section 3.13(a(v)(i) of the Company 4Front Disclosure ScheduleLetter contains a true and complete list of each pension, there exist no benefit, retirement, compensation, employment, consulting, severanceprofit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, terminationseverance, parachute vacation, paid time off, welfare, fringe-benefit and other similar agreement, plan, policy, program or change-of-control agreementsarrangement (and any amendments thereto), arrangements in each case whether or understandings between not reduced to writing and whether funded or unfunded, including, without limitation, each “employee benefit plan” within the Company meaning of Section 3(3) of ERISA, which is or any of has ever been maintained, sponsored, contributed to, or required to be contributed to by 4Front or its Subsidiaries and for the benefit of any current or former employee, officer, director, retiree, independent contractor, officer contractor or director (consultant or any dependentspouse or dependent of such individual, beneficiary or relative of under which 4Front or its Subsidiaries or any of the foregoingtheir ERISA Affiliates has or may have any Liability, contingent or otherwise (as listed on Schedule “E”, Section (v)(i) of the Company 4Front Disclosure Letter, each, a “4Front Benefit Plan”). (ii) Schedule “E”, Section (v)(ii) of the 4Front Disclosure Letter separately identifies the plan sponsor of each 4Front Benefit Plan, whether such 4Front Benefit Plan is maintained for service providers working outside of the United States, and whether any 4Front Benefit Plan provides accelerated, enhanced or additional benefits in connection with a change in control. (iii) 4Front has made available to Cannex, to the extent applicable, correct and complete copies of the following with respect to each 4Front Benefit Plan: (A) the 4Front Benefit Plan documents and all amendments thereto and the related trust documents or other funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise including fidelity bond and fiduciary liability insurance policies related to the 4Front Benefit Plan, if any, in each case, as currently in effect; (B) the three most recent annual reports (IRS Form 5500) filed with the IRS, including all schedules and attachments and the most recent actuarial report, if any, and three most recent actuarial reports, if any; (C) the most recent summary plan description and any summary of material modification thereto; (D) written communications to employees of 4Front relating to such 4Front Benefit Plan (including COBRA communications) and written communications from any Governmental Entity related to such 4Front Benefit Plan; (E) written descriptions of all non-written agreements relating to such 4Front Benefit Plan; and (F) the most recent non-discrimination tests performed under the Code for such 4Front Benefit Plan. (iv) Each 4Front Benefit Plan and related trust has been established, administered, funded and maintained in accordance with its terms and in compliance with all applicable Laws (including ERISA, the Code, the Patient Protection and Affordable Care Act and any applicable local Laws), and neither 4Front nor any of its ERISA Affiliates, nor any “party in interest” or “disqualified person” with respect to the 4Front Benefit Plans has engaged in a non-exempt “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA and neither 4Front nor any of its ERISA Affiliates has incurred, and no fact exists, that would be expected to result in any Liability (including, but not limited to, any Tax Liability or any fine or penalty under the Affordable Care Act) with respect to any 4Front Benefit Plan. No fiduciary has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any 4Front Benefit Plan. Nothing has occurred with respect to any 4Front Benefit Plan that has subjected or could subject 4Front or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations ERISA Affiliates to former employees penalties under ERISA or to any Tax penalties under the health care continuation requirements Code. (v) Other than as required under Section 601, et seq. of Part 6 of Subtitle B of Title I of ERISA, ERISA Section 4980B of the Code or other applicable Law, no 4Front Benefit Plan or other arrangement provides post-termination or retiree benefits to any similar state law (“COBRA”)individual for any reason. (bvi) To the knowledge of 4Front, there is no pending or threatened action relating to any 4Front Benefit Plan (other than routine claims for benefits), and no 4Front Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Entity or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Entity. (vii) Each 4Front Benefit Plan has been administered, invested and funded in compliance with its terms and in accordance with all applicable Law. All contributions, reserves or premium payments required to have been made or accrued, or that are due, as of the date hereof with respect to the 4Front Benefit Plans have been timely made or accrued. (viii) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (A) entitle any current or former director, officer, employee, independent contractor or consultant of the business of 4Front and its Subsidiaries to severance pay or any other payment; (B) accelerate the time of payment, funding or vesting, or increase the amount of compensation due to any such individual; (C) increase the amount payable under or result in any other material obligation pursuant to any 4Front Benefit Plan; (D) result in “excess parachute payments” within the meaning of Section 3.13(b280G(b) of the Company Disclosure Schedule contains Code; or (E) require a complete and correct list “gross-up” or other payment to any “disqualified individual” within the meaning of all existing Section 280G(c) of the Code. (iix) No 4Front Benefit Plan is: or has ever been at any time in the past: (A) an “employee pension benefit plansplan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, Code; (iiB) a “multiemployer plan”, ” (as defined in Section 3(37) of ERISA, ); (iiiC) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, ,” as defined in Section 3(40) of ERISA), or (vD) a funded welfare benefit plan (“voluntary employees’ beneficiary association,” as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o501(c)(9) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except or (E) a “multiple employer welfare arrangement,” as disclosed defined in Section 3.13(d3(40) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company 4Front nor any of its Subsidiaries ERISA Affiliates currently has (i) any unpaid material fine, penalty or tax with respect an obligation to any Benefit Plan or any other contribute to a “employee defined benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 3(3) of ERISA, a Multiemployer Plan, or any other plan subject to Title IV of ERISA or Section 412 of the Code. All 4Front Benefit Plans that are health and welfare plans are fully insured through insurance contracts, the premiums for which are paid directly by 4Front or one of its ERISA Affiliates, from its general assets or partly from its general assets and partly from contributions by plan participants. No insurance policy or contract relating to any such 4Front Benefit Plan requires or permits a retroactive increase in premiums or payments due thereunder. (x) Each 4Front Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder in all material respects. 4Front and its Subsidiaries do not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure ScheduleSchedule or as expressly contemplated by this Agreement, there exist no employment, consulting, severance, retention, termination, parachute severance or change-of-control termination agreements, arrangements or understandings between the Company or any of its Subsidiaries subsidiaries and any individual current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectivelysubsidiaries with respect to which the annual cash, noncontingent payments thereunder exceed $100,000 or where the “Employees”) other than the Company’s obligations contingent and noncontingent annual compensation is reasonably likely to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”)exceed $150,000. (b) Section 3.13(b) of the The Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), including any such Pension Plans that are “multiemployer plans” (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the “Multiemployer Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other benefit plans and (iii) other bonus, deferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program arrangement or arrangement sponsored, practice maintained, or contributed to to, by the Company or any of its Subsidiariessubsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of its subsidiaries or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Concurrently with the delivery of the Deferred Schedules, the Company has made shall deliver or make available to Acquisition Corp. Merger Sub correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists)Plan, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto)Plan, (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, required and (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, agreement and group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws Laws commonly referred to as “GUST”), and no such determination or opinion, advisory or notification letter has been revoked and, to revoked. To the knowledge of the Company, nothing has occurred since there is no reasonable basis for the date revocation of any such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Planletter. (d) None of the Benefit Plans is, and neither none of the Company, Company or any of its Subsidiaries nor any ERISA Affiliate subsidiaries has within the last six (6) years maintained, contributed to ever maintained or had any liability or potential liability with respect an obligation to contribute to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, ” (as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as such term is defined in Section 3(40ERISA) of ERISA), or (viii) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this AgreementThere are no unpaid contributions, an “ERISA Affiliate” is any entity (premiums or other than payments due prior to the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax date hereof with respect to any Benefit Plan that are required to have been made under the terms of such Benefit Plan, any related insurance contract or any other applicable Law. None of the Company or any of its subsidiaries has incurred any liability or taken any action, and the Company does not have any knowledge of, any action or event that could reasonably be expected to cause any one of them to incur any liability (i) under Section 412 of the Code or Title IV of ERISA with respect to any “employee benefit single-employer plan” (as such term is defined in Section 3(34001(a)(15) of ERISA), (ii) any unpaid material liability on account of a partial or complete withdrawal (as such term is defined in Sections 4203 and 4205 of ERISA, respectively) with respect to any terminated “employee benefit plan” (as so defined) Multiemployer Pension Plan, or (iii) any other material tax or penalty under Sections 4971 through 4980G on account of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) unpaid contributions to any plan, trust or arrangement of Multiemployer Pension Plan. Except as disclosed in the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending SEC Reports filed on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Scheduledate hereof, neither the Company nor any of its Subsidiaries subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, retirement or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheetother Benefit Plan. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to To the knowledge of the Company, none of their respective employees or service providers the Company nor any of its subsidiaries has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), ) or has committed any other breach of fiduciary responsibility, responsibility with respect to any Benefit Plan subject to ERISA, ERISA that reasonably could be expected to subject the Company, Company or any of its Subsidiaries or any of their respective employees, officers, directors or service providers subsidiaries to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, or (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person)ERISA. Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as As of the date of this Agreement, except as disclosed in the Company Disclosure Schedule, with respect to any Benefit Plan: (i) no filing filing, application or application other matter is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry suit or claim pending orpending, to other than routine claims for benefits. (f) Except as disclosed in the knowledge Company Disclosure Schedule, none of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate subsidiaries has any obligation to provide, and no Benefit Plan provides, provide any health benefits or other welfare non-pension benefits to retired or other former employees of the Company or any of its Subsidiariesemployees, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) Part 6 of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each Title I of ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulationsCOBRA”) were taken by April 14, 2003). (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b3.12(a) of the Company Disclosure Schedule contains a correct and complete and correct list of all existing (i) all “employee pension benefit plans” (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), and (ii) “all other employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) , programs, agreements, policies, arrangements or payroll practices, including bonus plans, employment, individual consulting or other bonuscompensation agreements, deferred collective bargaining agreements, equity or equity-based compensation, pensionemployee stock ownership, employee loan, or deferred compensation arrangements, change in control, termination, retention or severance plans or arrangements, pension plans, supplemental retirement plans, individual account-based savings plans, profit-sharing, retirementretirement plans, insuranceseverance pay, stock purchase, stock option, holiday welfare benefits, incentive compensation, retiree health insurance, retiree life insurance, Section 125 flexible benefit, vacation pay, sick pay, cafeteriasalary continuation for disability, death benefithospitalization, survivor incomemedical insurance, termination allowancelife insurance, salary continuation, severance pay, retention, change in control, educational and employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, assistance plans and programs or other fringe benefit plans, arrangements or compensation planpractices, policywhether or not subject to ERISA, practiceoral or written, program or arrangement in each case of (i) and (ii), sponsored, maintained, or contributed to by by, or required to be contributed to by, the Company for the benefit of any current or any former director, officer, employee or independent contractor of its Subsidiariesthe Company, or with respect to which the Company has or could have any liability liability, contingent or otherwise, including as a result of its or their ERISA Affiliates (all of the foregoing clauses (i) and (ii), collectively, the “Benefit Plans”). . (b) The Company has made available to Acquisition Corp. Parent true, correct and complete copies of the following documents (or a description thereof to the extent no writing exists), to the extent applicable, (i) each all Benefit Plan document (Plans, including any plan documents and related trust documents, insurance contracts or a written description of such Benefit Plan if no such formal document exists)other funding arrangements, and all amendments thereto, (ii) the three most recent annual reports on Form Forms 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments schedules thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is requiredactuarial reports, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, Service determination letters and (v) each trust agreementthe most recent summary plan descriptions and any other material communications to current or former directors, insurance contractemployees, service agreement, group annuity contract officers or funding arrangement relating to any Benefit Plan, if applicableindependent contractors regarding the extent or level of benefits thereunder. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension All Benefit Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter letters issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Benefit Plans are qualified and exempt from Federal federal income taxes Taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no Code. No such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, and nothing has occurred since with respect to the date operation of such determination or issuance of such letter the Benefit Plans that could reasonably be expected to adversely affect cause the qualification loss of such Benefit Planqualification or exemption, or the imposition of any material liability, penalty or Tax under ERISA or the Code. (d) None of the Benefit Plans is, and neither the Company, Company nor any of its Subsidiaries nor any ERISA Affiliate Affiliates has within in the last six (6) years maintained, contributed to, had an obligation to contribute to, or had any liability or potential liability with in respect to (i) of, a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the CodePlan. Each Benefit Plan and all of its related trusts, insurance contracts Contracts and funds have has been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each such Benefit Plan and in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fineLaws, penalty or tax with respect to any and each Benefit Plan or any other which is a “employee benefit nonqualified deferred compensation plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect subject to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meetbeen established and maintained in compliance, or has not been operated in compliance withall material respects, a requirement of with Section 409A(a), or (y) by reason 409A of the application of Section 409A(b) Code. All payments (including payments to any plan, trust participant (or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all their beneficiaries) and premium payments) and contributions (including all employer contributions and employee salary reduction contributions) that are due required to have been made within under the time periods prescribed terms of such Benefit Plan, under any funds or trusts established under such Benefit Plan, any related insurance Contract or any applicable Law, have been made by ERISA and the Codedue date thereof (including any valid extension), and all payments and contributions for any period ending on or before the Closing Date that Effective Time which are not yet due will have been made paid or properly accrued. All premiums or other payments for all periods ending accrued on the Company’s balance sheet on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheetEffective Time. (e) None With respect to each Benefit Plan, (i) no Claims or inquires (other than routine Claims or inquiries for benefits in the ordinary course of business consistent with past practices) are pending, or to the Company’s Knowledge, threatened against the Benefit Plans, the assets of any of the Companytrusts under such plans or the plan sponsor or administrator, or against any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge fiduciary of the CompanyBenefit Plans, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibilityeach case, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 operation of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body Plans and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company Company’s Knowledge, no facts or circumstances exist that could give rise to any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plansuch Claims or inquiries. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate The Company has any no obligation to provide, and no nor do any of the Benefit Plan providesPlans provide, any for post-employment health or life insurance, benefits or other welfare benefits to retired or other former employees of the Company or coverage for any of its SubsidiariesPerson, except as specifically required by under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103”), all required actions to comply in all material respects with or similar state Law and at the final privacy regulations issued under the Health Insurance Portability and Accountability Act sole expense of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003such Person. (g) Except as set forth in Section 3.13(g) of Each Option granted by the Company Disclosure Schedule, (i) neither was granted with a per share exercise price equal to or greater than the Benefit Plans nor any other arrangement obligates per share fair market value of the Company or any Company’s underlying Common Shares on the date of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase grant thereof and no such Option has a feature for the amount deferral of any benefit, provide additional credit for service, or alter the timing of any benefit paymentcompensation, in whole or in parteach case, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”) or satisfies the “grandfather” rules for stock options under Section 409A and (ii) which was intended to be an incentive stock option (within the meaning of Section 422 of the Code) was granted pursuant to a Benefit Plan which meets the requirements of Section 422 of the Code. (h) Neither the Company execution and delivery of this Agreement nor any Subsidiary the consummation of the Company has incurred Transactions will, either alone or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code connection with any other entity. event(s), (i) Except as set forth result in Section 3.13(i) any payment becoming due to any current or former director, officer, employee or independent contractor of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, (ii) increase any amount of its Subsidiaries compensation or any ERISA Affiliate is benefits otherwise payable under any obligation Benefit Plan, (express iii) result in the acceleration of the time of payment, funding or implied) to increase vesting of any benefits under any Benefit Plan, (iv) require any contributions or payments to establish fund any new “employee benefit plan” obligations under any Benefit Plan, (as defined in Section 3(3v) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself limit the right to amendmerge, modify amend or terminate each any Benefit Plan at (except any time without liability limitations imposed by Law, if any) or penalty (vi) give rise to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies any amount that would not be deductible under Section 401(a) 280G of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination)Code. No Benefit Plan requires or other agreement with any employee provides for a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. (i) There is no Contract or other arrangement or plan (including any Benefit Plan) by or with the Company covering any Person that, individually or collectively, could give rise to the payment of any amount by the Company that would not be deductible by the Company or any Subsidiary to continue to employ any employee, or to continue the services Surviving Corporation by reason of any director, officer or independent contractorSection 162(m) of the Code. (j) Except for the Stock Plans and the Company’s 401(k) planEach current or former director, no stock purchase officer, employee or similar plan in which employees and other Persons are entitled to acquire shares of capital stock independent contractor of the Company from has been, and is, properly classified as an employee, independent contractor or consultant under applicable Law, except for any failure to be so classified that would not give rise to a material liability to the Company. The Company has no direct or indirect liability with respect to any misclassification of any current or former director, officer, employee or independent contractor of the Company as an independent contractor rather than as an employee, as a part-time employee rather than a full-time employee, or with respect to any employee leased from another employer, except for any such liability that would not give rise to a material liability to the Company. (k) No Benefit Plan is maintained outside the jurisdiction of its affiliates currently exists the United States, or is in effectcovers any employee residing or working outside the United States.

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company The Bancshares Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing Letter lists (i) “each employee pension bonus, incentive, deferred compensation, stock purchase, stock appreciation right, stock option, fringe benefit plans” and severance pay plan, (as defined in ii) each pension, profit sharing, stock bonus, thrift, savings and employee stock ownership plan, (iii) each health, welfare, disability, vacation, leave, perquisite or executive plan, program, policy or practice, and (iv) every other employee benefit plan (within the meaning of Section 3(2three (3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (collectively, the “Pension collectively "Bancshares Benefit Plans”), (ii") “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric which Bancshares or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, Liberty maintains or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all Bancshares or Liberty contributes on behalf of the foregoing collectively, the “Benefit Plans”)current or former employees. The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Bancshares Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked andLetter, to the knowledge of the CompanyBancshares, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None all of the Bancshares Benefit Plans islisted in the Bancshares Disclosure Letter comply with all applicable requirements of the Internal Revenue Code, ERISA and neither all other applicable federal and state laws and regulations, including, without limitation, the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) reporting and disclosure requirements of ERISA) subject to Section 412 . Each of the Bancshares Benefit Plans which is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Code or Section 302 of ERISA or Title IV of ERISA, (ii401(a) a “multiemployer plan”, as defined in has been determined by the IRS who so qualify under Code Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA401(a), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Bancshares Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, andLetter, to the knowledge of Bancshares, there exists no circumstances that would adversely affect the Company, it is not likely that qualified status of any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Bancshares Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) under that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA)Section. Except as set forth in Section 3.13(d) the Bancshares Disclosure Letter, there is no pending or, to the knowledge of Bancshares, threatened litigation, governmental proceeding or investigation against or relating to any Bancshares Benefit Plan, and to the Company Disclosure Schedule, neither the Company nor any knowledge of its Subsidiaries has Bancshares there is no reasonable basis for any material unfunded liabilities with respect to proceedings, claims, actions or proceedings against Bancshares, Liberty, any Bancshares Benefit Plan, or any other promise fiduciary of deferred compensationany Bancshares Benefit Plan. Except as set forth in the Bancshares Disclosure Letter, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Companyneither Bancshares, any of its Subsidiaries Liberty nor any party in interest (as defined in Section 3(14) of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers ERISA and Code Section 4975(e)) nor any Bancshares Benefit Plan has engaged in a “"prohibited transaction” " (as such term is defined in Section 406 of ERISA and Code Section 4975 of the Code4975(c), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Bancshares Benefit Plan provides, any health benefits has engaged in a transaction involving the purchase or other welfare benefits sale of employer securities by such Plan from or to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” "disqualified person" (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Code Section 280G 4975), other than pursuant to an exemption provided therein. All Bancshares Benefit Plans that are group health plans, within the meaning of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred Code Section 4980B or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) 601 of ERISA) solely by reason , have been operated in material compliance with the group health plan continuation coverage requirements of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.Code

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (bi) Section 3.13(b3.01( l)(i) of the Company Disclosure Schedule contains a complete and correct accurate list of all existing (i) each “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, including multiemployer plans within the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in meaning of Section 3(13(37) of ERISA) ), whether or not subject to ERISA and (iii) other all employment, employee loan, collective bargaining, bonus, pension, profit sharing, deferred compensation, pensionincentive compensation, profit-sharing, retirement, insurancestock ownership, stock purchase, stock appreciation, restricted stock, stock option, holiday vacation pay“phantom” stock, sick payretirement, cafeteriathrift savings, death stock bonus, paid time off, fringe benefit, survivor incomevacation, termination allowance, salary continuation, severance payseverance, retention, change in control, and all other employee relocationbenefit plans, tuition reimbursementprograms, psychiatric policies or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, Contracts maintained, contributed to or required to be maintained or contributed to by the Company or any of its SubsidiariesSubsidiaries or any other person or entity that, or together with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (is treated as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the CodeCode (each, a “Commonly Controlled Entity”) (exclusive of any such plan, program, policy or Contract mandated by and maintained solely pursuant to applicable Law), in each case providing benefits to any Company Personnel (collectively, the “Company Benefit Plans”) and each Company Benefit Agreement (exclusive of local offer letters mandated under applicable non-U.S. law that do not impose any severance obligations other than any mandatory statutory severance); provided, however, that (x) with respect to Company Benefit Plans maintained solely for service providers outside of the United States (each, a “Non-U.S. Company Benefit Plan ), the term Company Benefit Plans for purposes of this Agreement shall mean any material Non-U.S. Company Benefit Plans, (y) the Company shall not be required to list Non-U.S. Company Benefit Plans on Section 3.01(l)(i) of the Company Disclosure Schedule as of the date of this Agreement but shall supplement such schedule to add such plans no later than 20 days following the date hereof and (z) individual option and restricted stock unit award agreements issued under the Company Stock Plans need not be listed on Section 3.01( l)(i) of the Company Disclosure Schedule. Each Company Benefit Plan that is an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) is sometimes referred to herein as a “Company Pension Plan” and each Company Benefit Plan that is an “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) is sometimes referred to herein as a “Company Welfare Plan.” (ii) The Company has provided (or, in the case of Non-U.S. Company Benefit Plans, shall provide no later than 20 days following the date hereof) to Parent current, complete and accurate copies of (A) each Company Benefit Plan (or, with respect to any unwritten Company Benefit Plans, accurate descriptions thereof) and Company Benefit Agreements, (B) for the two most recent years (1) annual reports on Form 5500 required to be filed with the Internal Revenue Service (the “IRS”) or any other Governmental Entity with respect to each Company Benefit Plan (if any such report was required) and all schedules and attachments thereto, (2) audited financial statements and (3) actuarial valuation reports, (C) the most recent summary plan description and any summary of material modifications thereto for each Company Benefit Plan for which such summary plan description is required, (D) each trust Contract and insurance or group annuity Contract relating to any Company Benefit Plan and all of its related trusts(E) the most recent favorable IRS determination letter, insurance contracts and funds to the extent applicable. (iii) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) each Company Benefit Plan has been maintained, funded and administered in all material respects in accordance with its terms, and the terms of any applicable collective bargaining agreement andCompany, except as disclosed in Section 3.13(d) of its Subsidiaries and all the Company Disclosure Schedule, each Benefit Plan Plans are in compliance in all material respects with the applicable provisions of ERISA, the Code and all other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA Laws and the Codeterms of all collective bargaining Contracts, and (B) all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, intended to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” qualified within the meaning of Section 280G 401(a) of the Code have received favorable determination letters from the IRS, to the effect that such Company Pension Plans are so qualified and exempt from Federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, no such determination letter has been revoked (nor, to the Knowledge of the Company, has revocation been threatened) and no event has occurred since the date of the most recent determination letter relating to any such Company Pension Plan that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or increase the costs relating thereto or require security under Section 307 of ERISA. The Company has provided to Parent a complete and accurate list of all amendments to any Company Pension Plan as to which a favorable determination letter has not yet been received. (hiv) Neither the Company nor any Subsidiary Commonly Controlled Entity has, during the six-year period ending on the date hereof, maintained, contributed to or been required to contribute to any Company Pension Plan that is subject to Title IV of ERISA or Section 412 of the Company has incurred Code, or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit multiemployer plan” (as defined in Section 3(33(37) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination4001(a)(3). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(aSet forth on Schedule 4.2(s)(i) of the Company Cornerstone Disclosure ScheduleMemorandum is a true, there exist no employmentcorrect, and complete list of all pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance, retentionchange of control, terminationfringe benefit, parachute incentive, cafeteria or change-of-control Code Section 125, welfare, and other benefit plans, contracts, agreements, and arrangements, including without limitation “employee benefit plans” as defined in Section 3(3) of ERISA, incentive and welfare policies, contracts, plans, and arrangements, including split dollar life insurance arrangements, and all trust agreements and funding arrangements related thereto, which are or understandings between the Company have been maintained by, contributed to (or required to be contributed to), or sponsored by Bancshares or Cornerstone or an ERISA Affiliate with respect to any present or former directors, officers, or employees of Bancshares or Cornerstone or any of its their Subsidiaries (herein referred to collectively as the “Cornerstone Benefit Plans”), including any and any current all plans or former employeepolicies offered to employees of Bancshares or Cornerstone, independent contractor, officer or director (or any dependentof their Subsidiaries, beneficiary with respect to which Bancshares or relative Cornerstone or an ERISA Affiliate has claimed or is claiming the safe harbor for “voluntary plans” under ERISA for group and group-type insurance arrangements (“Cornerstone Voluntary Plans”). The Cornerstone Parties have previously delivered or made available to the SmartFinancial Parties true, correct, and complete copies of any of the foregoingall plans, contracts, agreements, arrangements, and other documents referenced in Schedule 4.2(s)(i) of the Company Cornerstone Disclosure Memorandum, along with, where applicable, copies of the IRS Form 5500 for the most recently completed year. There has been no announcement or commitment by Bancshares or Cornerstone, or any of its Subsidiaries their Subsidiaries, to create any additional Cornerstone Benefit Plan, to amend any Cornerstone Benefit Plan (collectivelyexcept for amendments required by applicable Law which do not materially increase the cost of such Cornerstone Benefit Plan), or to terminate any Cornerstone Benefit Plan. Each Cornerstone Benefit Plan that provides for the payment of “Employees”deferred compensation,” including any employment agreement between Bancshares or Cornerstone, or any of their Subsidiaries, and any employee, complies in all material respects with Section 409A of the Code. (ii) There is no pending, threatened, or suspected claim, litigation, action, administrative action, suit, audit, arbitration, mediation, or other than proceeding relating to any Cornerstone Benefit Plan. All of the Company’s obligations to former employees under Cornerstone Benefit Plans comply in all material respects with applicable requirements of ERISA and the health care Code and other applicable Laws (including without limitation the portability, privacy, and security provisions of the Health Insurance Portability and Accountability Act of 1996; the Patient Protection and Affordable Care Act of 2009; the coverage continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B X of the Consolidated Omnibus Budget Reconciliation Act of 1985; the Family and Medical Leave Act; the Mental Health Parity Act of 1996; the Mental Health Parity and Addiction Equity Act of 2008; the Uniformed Services Employment and Reemployment Rights Act; the Newborns’ and Mothers’ Health Protection Act of 1996; the Women’s Health and Cancer Rights Act; and the Genetic Information Nondiscrimination Act of 2008), and have been established, maintained, and administered in compliance, in all material respects, with all applicable requirements of ERISA and the Code and other applicable Laws and the terms and provisions of all documents, contracts, or agreements establishing the Cornerstone Benefit Plans or pursuant to which they are maintained or administered. No audit of any Cornerstone Benefit Plan by the IRS or the United States Department of Labor is ongoing or threatened or was ongoing, threatened, or closed since June 30, 2011. There has occurred no “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any Cornerstone Benefit Plan that is likely to result in, or has already resulted in, the imposition of any penalties or Taxes upon Bancshares or Cornerstone, or any similar state law (“COBRA”)of their Subsidiaries, under Section 502(i) of ERISA or Section 4975 of the Code. (biii) No liability to the Pension Benefit Guaranty Corporation has been, or is expected by the Cornerstone Parties or their Subsidiaries to be, incurred with respect to any Cornerstone Benefit Plan that is subject to Title IV of ERISA (a “Cornerstone Pension Plan”), or with respect to any “single-employer plan” (as defined in Section 3.13(b4001(a) of ERISA) currently or formerly maintained by Bancshares or Cornerstone or any ERISA Affiliate. No Cornerstone Pension Plan had an “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, as of the last day of the end of the most recent plan year ending prior to the date hereof; the fair market value of the assets of each Cornerstone Pension Plan exceeds the present value of the “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA) under such Cornerstone Pension Plan as of the end of the most recent plan year ending prior to the date hereof, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such Cornerstone Pension Plan as of the date hereof; and no notice of a “reportable event” (as defined in Section 4043 of ERISA) for which the 30-day reporting requirement has not been waived has been required to be filed for any Cornerstone Pension Plan within the 12-month period ending on the date hereof. Neither Bancshares nor Cornerstone, nor any of their Subsidiaries, has provided, or is required to provide, security to any Cornerstone Pension Plan or to any single-employer plan of an ERISA Affiliate pursuant to Section 401(a)(29) of the Company Disclosure Schedule contains a complete and correct list Code. Neither Bancshares nor Cornerstone, nor any of all existing their Subsidiaries or any ERISA Affiliate, has contributed to or been obligated to contribute to any “multiemployer plan,” as defined in Section 3(37) of ERISA. (iiv) Each Cornerstone Benefit Plan that is an “employee pension benefit plansplan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on (a “Cornerstone Qualified Plan”) has received a current favorable determination letter from the IRS (or, in the case of an IRS pre-approved plan, the pre-approved plan has a current IRS opinion letter, or advisory letter upon which the Cornerstone Parties are entitled to rely under applicable IRS guidance), and to the Knowledge of the Cornerstone Parties there are no facts or notification letter issued by circumstances that could result in the IRS for the form revocation of plan or have been the subject of any such favorable determination letters from the Internal Revenue Service to the effect letter. Each Cornerstone Qualified Plan that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit stock ownership plan” (as defined in Section 3(34975(e)(7) of ERISA)the Code) has satisfied all of the applicable requirements of Sections 409 and 4975(e)(7) of the Code and the regulations thereunder in all material respects, and any assets of any such Cornerstone Qualified Plan that, as of the end of the most recent plan year, are not allocated to participants’ individual accounts are pledged as security for, and may be applied to satisfy, any securities acquisition indebtedness. (iiv) Neither Bancshares nor Cornerstone, nor any unpaid material of their Subsidiaries, has any obligations for post-retirement or post-employment benefits under any Cornerstone Benefit Plan that cannot be amended or terminated upon 60 days or less notice without incurring any liability thereunder, except for coverage required by Part 6 of Title I of ERISA or Section 4980B of the Code or similar state Laws, the cost of which is borne by the insured individuals. (vi) All contributions and payments (both employer and employee) required to be made with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Cornerstone Benefit Plan has failed to meetby applicable Law or by any plan document or other contractual undertaking, and all premiums due or has not been operated in compliance with, a requirement of Section 409A(a), or payable (yboth employer and employee) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With with respect to each insurance policies funding any Cornerstone Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending through the date hereof have been timely made or paid in full by the applicable due date, with extensions, or to the extent not required to be made or paid on or before the Closing Date that are not yet due date hereof, have been made fully reflected or properly accrued. All premiums or other payments for all periods ending on or prior reserved against in the Interim Bancshares Financials to the Closing Date have been paid extent required by GAAP or properly accrued with respect to each regulatory accounting requirements. Each Cornerstone Benefit Plan that is an employee welfare benefit plan (as defined in under Section 3(1) of ERISA). Except as set forth in ERISA either (A) is funded through an insurance company contract and is not a “welfare benefit fund” within the meaning of Section 3.13(d) 419 of the Company Disclosure Schedule, neither Code or (B) is unfunded. Any unfunded Cornerstone Benefit Plan pays benefits solely from the Company nor any general assets of its Subsidiaries has any material unfunded liabilities with respect to any Benefit PlanBancshares or Cornerstone, or any other promise their applicable Subsidiary, for which arrangement the establishment of deferred compensationa trust under ERISA is not required. All unfunded benefits for which claims have been filed under a Cornerstone Benefit Plan have been or are being processed for payment or otherwise adjudicated in accordance with the terms of the applicable Cornerstone Benefit Plan and paid (to the extent payment is due), or post-retirement welfare benefit that will be paid, within the customary, normal, and routine claims processing and payment time frames followed by the Cornerstone Benefit Plan and as required by ERISA. No unfunded Cornerstone Benefit Plan is not accurately reflected on delinquent in the Company’s balance sheet. (e) None payment of the Companybenefits, any of its Subsidiaries and neither Bancshares nor Cornerstone, nor any of their respective officers Subsidiaries, is delinquent in making its required contributions to any such unfunded Cornerstone Benefit Plan so that the Cornerstone Benefit Plan can pay benefits on a timely basis. (vii) All required reports, notice, disclosures, and descriptions (including without limitation Form 5500 annual reports and required attachments, Forms 1099-R, summary annual reports, Forms PBGC-1, and summary plan descriptions) have been filed or directors anddistributed in accordance with applicable Law with respect to each Cornerstone Benefit Plan. All required Tax filings with respect to each Cornerstone Benefit Plan have been made, to the knowledge of the Companyand any Taxes due in connection with such filings have been paid. Since June 30, none 2011, neither Bancshares nor Cornerstone, nor any of their respective employees Subsidiaries, has filed or service providers has engaged been required to file with the IRS a Form 8928 in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 order to self-report any health plan violations which are subject to excise taxes under applicable provisions of the Code), and to the Knowledge of the Cornerstone Parties there are no facts or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, circumstances that could reasonably could be expected to subject the Companyresult in Bancshares or Cornerstone, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under being required by the Code to file any Benefit Plansuch Form 8928. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (gviii) Except as set forth in Section 3.13(gon Schedule 4.2(s)(viii) of the Company Cornerstone Disclosure ScheduleMemorandum, neither Bancshares nor Cornerstone, nor any of their Subsidiaries, is a party to or bound by any Contract (including without limitation any severance, change of control, or employment agreement) that will, as a result or consequence of the execution or delivery of this Agreement, shareholder approval of this Agreement or the transactions contemplated hereby, or the consummation of the transactions, including the Merger, contemplated hereby, either alone or in connection with any other event, (iA) neither the Benefit Plans nor entitle any current or former director, officer, employee, or independent contractor of Bancshares or Cornerstone, or of any of their Subsidiaries, to severance pay or change of control or other arrangement obligates the Company benefits, or any increase in severance pay or other benefits, upon any termination of its Subsidiaries to pay employment or of such Contract after the date hereof, (B) accelerate the time of payment or vesting or trigger any separation, severance, termination payment or similar benefit, accelerate any vesting schedulefunding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable under, or trigger any withdrawal liability under or any other material obligation pursuant to, any of the Cornerstone Benefit Plans, (C) result in any breach or violation of, or a default under, any of the Cornerstone Benefit Plans, or (D) result in the payment of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute paymentpayments” within the meaning of Section 280G of the Code. (hix) Neither the Company Persons being provided coverage in or under each Cornerstone Benefit Plan are described in such Cornerstone Benefit Plan as being eligible for coverage under such Cornerstone Benefit Plan, and neither Bancshares nor Cornerstone, nor any Subsidiary of their Subsidiaries, has any liability for improperly including any Person as a participant in any Cornerstone Benefit Plan in which such Person is or was not eligible for coverage. (x) All of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) Cornerstone Benefit Plans are nondiscriminatory with respect to eligibility and benefits under applicable provisions of the Code and other Laws. (xi) All Cornerstone Voluntary Plans satisfy the regulatory safe-harbor requirements provided by ERISA in order for such Cornerstone Voluntary Plans to be considered not to be or to have been established, sponsored, or maintained by Bancshares or Cornerstone or any of their Subsidiaries and not to constitute an “employee benefit plan” (as defined in Section 3(3) of subject to ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (a) Except as disclosed Schedule 3.22 sets forth a correct and complete list of all ------------- employee welfare and pension benefit plans and all other employee benefit arrangements and payroll practices providing employee benefits (including all employment agreements; severance agreements; executive compensation arrangements; incentive programs or arrangements; sick leave policies; vacation pay and severance pay policies; salary continuation arrangements for disability; consulting or similar compensation arrangements with any Company employee; retirement plans; deferred compensation plans; bonus programs; stock purchase arrangements; hospitalization medical or health plans; life insurance plans; voluntary employee beneficiary associations; tuition reimbursement or scholarship programs; and plans providing benefits or payments in Section 3.13(a) the event of a change in control, change in ownership or sale of all or a substantial portion of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between assets of the Company) maintained by the Company or any of its Subsidiaries and to which the Company contributes or is required to contribute with respect to any current or former employeeemployee (each, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the a "Company or any of its Subsidiaries (Plan," and collectively, the “Employees”) "Company Plans"). With ------------ ------------- respect to each Company Plan (other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plans” (multiemployer plan as defined in Section 3(23(37) or Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 (“"ERISA”)") (collectively, the “Pension Plans”a "Multiemplover Plan"), (ii) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed to by the Company or any of its Subsidiaries, or with respect to which the Company has any liability (all of the foregoing collectively, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of ): (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Company Plan (and all attachments thereto)each related trust, (iiiinsurance contract or fund) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plancomplies in form, and (v) each trust agreementhas complied in its operation, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions requirements of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), Laws; (ii) any unpaid material liability all required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGC-l's and Summary Plan Descriptions) have been filed or distributed in accordance with respect to any terminated “employee benefit plan” (as so defined) or ERISA, the Code and other applicable Laws. (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that which are due have been made within the time periods prescribed by paid to each such Company Plan which is an Employee Pension Benefit Plan as defined in Section 3(2) of ERISA and the Code, (a "Pension Plan") and all ------------ contributions for any period ending on or before the Closing Date that which are not yet due have been made paid to each such Company Plan or properly accruedaccrued in accordance with the past custom and practice of the Company. All premiums or other payments for all periods ending on or prior to before the Closing Date have been paid or properly accrued with respect to each Benefit such Company Plan which is a Welfare Plan (defined below); (iv) each such Company Plan which is a Pension Plan that is intended to meet the requirements of a "qualified plan" under Section 401 (a) of the Code, has received a currently applicable favorable determination letter from the Internal Revenue Service and, to the knowledge of the Stockholders, there exist no circumstances that would adversely affect the qualified status of any such Company Plan under Section 401(a) of the Code for which the remedial amendment period has expired. All contributions made by the Company to each Company Plan which is a Pension Plan are fully deductible for federal income Tax purposes. Each transfer of assets between Company Plans which are Pension Plans during the five year period ending with the Closing Date is in compliance with ERISA and the qualification requirements of Code Section 401(a); (v) no such Company Plan (other than a Multiemployer Plan) is a Pension Plan that is subject to Title IV of ERISA; and (vi) the Stockholders have delivered to the Purchaser correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and other funding agreements which implement such Company Plan. (b) With respect to each Company Plan which is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(dERISA (a "Welfare Plan") of and each Pension Plan that the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise member of deferred compensationeither Company's controlled group of entities (within the meaning of Code Sections 414(b), or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Companyc), any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Codem), or (o)) (each a "Controlled Group Member") maintains or ever has committed any breach of fiduciary responsibility----------------------- maintained, with respect or to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, which any of its Subsidiaries them contributes. ever has contributed or any of their respective employees, officers, directors or service providers ever has been required to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: contribute: (i) no filing such Plan which is a Pension Plan is subject to Title IV of ERISA; (ii) the Company has not engaged in any non-exempt prohibited transaction within the meaning of Title I of ERISA or application is pending Section 4975(c)(1) of the Code with respect to such Company Plan, nor has the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department Company incurred any liability for breach of Labor fiduciary duty or any other governmental body failure to act or comply in connection with the administration or investment of the assets of such Company Plan, and (ii) there is no action, suit, investigationproceeding, inquiry hearing or claim investigation with respect to the administration or the investment of the assets of such Company Plan (other than routine claims for benefits or claims relating to a Multiemployer Plan that do not involve Company) is pending or, to the knowledge of the Company or any of its SubsidiariesStockholders, threatened, other than routine claims for benefits under any Benefit Plan.; and (fiii) None of neither the Company, any of its Subsidiaries Company nor any ERISA Affiliate Controlled Group Member has any obligation to provideincurred, and the Stockholders have no Benefit Plan provides, any health benefits or other welfare benefits reason to retired or other former employees of expect that the Company or any of its SubsidiariesControlled Group Members shall incur, except as specifically any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code with respect to any such Plan which is a Pension Plan (other than any Multiemployer Plan). (c) Neither the Company, nor any Controlled Group Member contributes to, ever has contributed to or ever has been required by COBRA. to contribute to any Multiemployer Plan or has incurred any withdrawal liability under Title IV, Subtitle E of ERISA with respect to any Company Plan. (d) Except as disclosed set forth on Schedule 3.22, the Company does not ------------- maintain or ever has maintained, or does not contribute, ever has contributed or ever has been required to contribute to any Welfare Plan providing medical, health, life insurance or other welfare benefits for current or future retired or terminated employees. their spouses or their dependents (other than in accordance with Section 3.13(f4980B of the Code). (e) Except as provided for in Schedule 3.22, no payment, acceleration ------------- or increase in benefits provided by the Company under any Company Plan shall occur as a result of the consummation of the transactions contemplated by this Agreement. (f) The Company is not bound by any oral or written commitment to provide any employee welfare or pension benefit plan or arrangement other than the Company Plans or to modify the terms or conditions of any of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003Plans. (g) Except as set forth in Section 3.13(g) of After the Company Disclosure ScheduleClosing, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or employees hired by the Company or pursuant to Section 6.6 hereof shall be participants in any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (Plan except as defined ----------- provided in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination)6.14. No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.------------

Benefit Plans. (a) Except as disclosed in Section 3.13(a4.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute termination or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any individual current or former employee, independent contractor, director or officer with a title of vice president or director higher (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “"Employees”") other than the Company’s 's obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“"COBRA”"). (b) Section 3.13(b4.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “"employee pension benefit plans” " (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) (collectively, the “"Pension Plans”"), including any such Pension Plans that are "multiemployer plans" (as such term is defined in Section 4001(a)(3) of ERISA) (collectively, the "Multiemployer Pension Plans"), (ii) “"employee welfare benefit plans” " (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred compensation, severance pay, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, pay or other fringe benefit or compensation plan, policy, practice, program plan or arrangement sponsored, maintained, or contributed to to, by the Company or any of its Subsidiaries, Subsidiaries for the benefit of any of the Employees or with respect to which the Company has any liability other than immaterial plans or arrangements (all of the foregoing clauses (i), (ii) and (iii) collectively, the “"Benefit Plans”"). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter received from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c4.13(c) of the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) of the Code may either rely on an opinion letter, advisory letter or notification letter letters issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “"GUST”"), no such determination or opinion, advisory or notification opinion letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, Company or any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintainedmaintains, contributed contributes to or had has any liability or potential liability with respect to (i) a “"single employer plan” " (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of Title I of ERISA or Title IV of ERISA, (ii) a “multiemployer "multiple employer plan”, " (as such term is defined in Section 3(37) of ERISA), (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, Multiemployer Pension Plan or (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds trusts have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, and each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health benefits or other welfare benefits to retired or other former employees of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries to pay any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, as a result of any transaction contemplated by this Agreement and (ii) no payment made, to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred or could reasonably be expected to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expenses, and other than as to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractor. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.other

Benefit Plans. (a) Except as disclosed in Section 3.13(a) of the Company Disclosure Schedule, there exist no employment, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b3.09(a) of the Company Disclosure Schedule contains a true and complete and correct list of all existing each agreement, arrangement, plan, or policy, qualified or non-qualified, whether or not considered legally binding and whether or not written, providing to any employee, officer or director or former employee, officer or director of the Company or any of its subsidiaries benefits by virtue of his or her employment or former employment, including, but not limited to, each (i) “collective bargaining agreement, (ii) change of control, retention or retirement agreement, plan or arrangement in effect and each salary continuation or severance agreement, plan or arrangement that would entitle any such person to receive severance amounts, (iii) stock option, stock purchase, restricted stock or phantom stock plan, agreement or arrangement, (iv) bonus, pension, profit sharing, deferred compensation, retirement, incentive, stock ownership, vacation, severance, salary continuation, sick leave, disability, death benefit, hospitalization, medical, health, dental, life and other insurance, employee pension loan, educational assistance, company car, club dues, sick leave, maternity, paternity or family leave, or other benefit, plan, program or arrangement, welfare plan or "fringe" benefit plans” and (as defined in Section 3(2v) of the Employee Retirement Income Security Act of 1974employment, as amended (“ERISA”)) retention, consulting, individual compensation, noncompetition, nonsolicitation, termination or severance agreement (collectively, the “Pension "Company Benefit Plans”" and each a "Company Benefit Plan"). (b) With respect to each Company Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent document constituting the Company Benefit Plan and all amendments thereto, and any related trust documents, annuity contracts and other funding instruments; (ii) “employee welfare the most recent summary plan description, and all related summaries of material modifications; (iii) the most recent IRS determination letter and any documents relating to an outstanding request for a determination letter; (iv) the most recent Form 5500 (including all schedules and all attachments thereto) for the three most recent plan years; (v) the ruling letter and any outstanding request for a ruling letter with respect to the tax-exempt status of any voluntary employees benefit plans” arrangement which is implementing a Company Benefit Plan; (vi) in the case of a group health plan that is a "group health plan" as defined in Code Section 3(15000(b)(1), the general notification to employees of their rights under Code Section 4980B and form of letter(s) distributed upon the occurrence of ERISAa qualifying event described in Code Section 4980B; and (vii) the most recent financial statements and actuarial reports (including for purposes of Financial Accounting Standards Board report nos. 87, 106 and 112); and (viii) a description of any nonwritten Company Benefit Plan. (c) Each Company Benefit Plan and related trust agreement, annuity contract or other funding instrument is legal, valid and binding and in full force and effect, and there are no defaults thereunder. None of the rights of the Company thereunder will be impaired by the consummation of the Transactions, and all of the rights of the Company thereunder will be enforceable by Parent and/or the Surviving Corporation at or after the Closing without the consent or agreement of any other party. Each Company Benefit Plan (including any such plan covering former employees of the Company) may be amended or terminated by the Company, Parent or the Surviving Corporation on or at any time after the Closing Date. (d) With respect to each Company Benefit Plan that is not subject to United States law (a "Foreign Benefit Plan"): (i) all employer and employee contributions to each Foreign Benefit Plan required by law or by the terms of such Foreign Benefit Plan have been made, or, if applicable, accrued in accordance with normal accounting practices and a pro rata contribution for the period prior to and including the Effective Time has been made or accrued; (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the benefits determined on any ongoing basis (actual or contingent) accrued to the Effective Time with respect to all current and former participants under such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and none of the Transactions shall cause such assets or insurance obligations to be less than such benefit obligations; and (iii) other bonus, deferred compensation, pension, profiteach Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities. Each Foreign Benefit Plan is now and always has been operated in full compliance with all applicable non-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance pay, retention, change in control, employee relocation, tuition reimbursement, psychiatric United States laws. (e) Neither the Company nor any of its subsidiaries is a party to any collective bargaining or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policy, practice, program or arrangement sponsored, maintained, or contributed labor union contract applicable to persons employed by the Company or any of its Subsidiaries, or with respect to which subsidiaries and no collective bargaining agreement is being negotiated by the Company has or any liability (all of its subsidiaries. As of the foregoing collectivelydate of this Agreement, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct and complete copies of (i) each Benefit Plan document (there is no labor dispute, strike or a written description of such Benefit Plan if no such formal document exists), (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iii) the most recent summary plan description for each Benefit Plan for which such summary plan description is required, (iv) the most recent determination letter, opinion letter, advisory letter or notification letter from the Internal Revenue Service, if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of work stoppage against the Company Disclosure Schedule, all Pension Plans intended to be qualified plans under Section 401(a) or any of the Code may either rely on an opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters from the Internal Revenue Service to the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(a) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked andits subsidiaries pending or, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter threatened that could reasonably be expected to adversely affect the qualification of such Benefit Plan. (d) None of the Benefit Plans is, and neither the Company, any of its Subsidiaries nor any ERISA Affiliate has within the last six (6) years maintained, contributed to or had any liability or potential liability with respect to (i) a “single employer plan” (as such term is defined in Section 4001(a)(15) of ERISA) subject to Section 412 of the Code or Section 302 of ERISA or Title IV of ERISA, (ii) a “multiemployer plan”, as defined in Section 3(37) of ERISA, (iii) a “multiple employer plan”, as described in Section 413(c) of the Code, (iv) a “multiple employer welfare arrangement”, as defined in Section 3(40) of ERISA), or (v) a funded welfare benefit plan (as such term is defined in Section 419 of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been considered a single employer may interfere with the Company or any Subsidiary of the Company under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has (i) any unpaid material fine, penalty or tax with respect to any Benefit Plan or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and, to the knowledge of the Company, it is not likely that any such liability, fine, penalty or tax will arise. No individual has been required to include any amount in gross income under Section 409A of the Code (x) because any Benefit Plan has failed to meet, or has not been operated in compliance with, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement respective business activities of the Company or any of its Subsidiariessubsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) As of the Company Disclosure Scheduledate of this Agreement, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None none of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries subsidiaries or any of their respective employees, officers, directors representatives or service providers to (i) employees has committed any material tax or penalty on prohibited transactions imposed by Section 4975 unfair labor practice in connection with the operation of the Code, (ii) any liability under Section 502(i) or Section 502(l) of ERISA or (iii) any material liability (including liability to indemnify any person). Except as disclosed in Section 3.13(e) of the Company Disclosure Schedule, as of the date of this Agreement, with respect to any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Service, the Pension Benefit Guaranty Corporation, the United States Department of Labor or any other governmental body and (ii) there is no action, suit, investigation, inquiry or claim pending or, to the knowledge respective businesses of the Company or any of its Subsidiaries, threatened, other than routine claims for benefits under any Benefit Plan. (f) None of the Company, any of its Subsidiaries nor any ERISA Affiliate has any obligation to providesubsidiaries, and there is no Benefit Plan provides, any health benefits charge or other welfare benefits to retired or other former employees of complaint against the Company or any of its Subsidiaries, except as specifically required subsidiaries by COBRA. Except as disclosed the National Labor Relations Board or any comparable governmental agency pending or threatened in Section 3.13(f) of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103), all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003writing. (gf) Except as set forth in Section 3.13(g) of the No Company Disclosure ScheduleBenefit Plan provides, (i) neither the Benefit Plans nor any other arrangement obligates does the Company or any of its Subsidiaries subsidiaries have an obligation to pay any separationprovide, severancemedical, life or other welfare benefits (whether or not insured) with respect to current or former employees after retirement or other termination or similar benefit, accelerate any vesting schedule, increase the amount of any benefit, provide additional credit for service, or alter the timing of any benefit payment, in whole or in part, other than as a result of any transaction contemplated by this Agreement and (ii) no payment made, required pursuant to be made or contemplated under any Benefit Plan, or by the Company or any of its Subsidiaries, constituted, or would constitute an “excess parachute payment” within the meaning of Section 280G 4980B of the Code. (g) All contributions with respect to the Company Benefit Plans for all periods ending prior to the Closing Date (including periods from the first day of the current plan year to the Closing Date) will be made prior to the Closing Date by the Company and all members of its controlled group in accordance with past practice and the recommended contribution in the applicable actuarial report (if applicable). If applicable, all insurance premiums have been paid in full, subject only to normal retrospective adjustments in the ordinary course, with regard to the Company Benefit Plan for policy years or other applicable policy periods ending on or before the Closing Date. (h) Neither the Company nor any Subsidiary All expenses and liabilities relating to all of the Company has incurred or could reasonably be expected to incur any liabilityBenefit Plans have been, fineand will on the Closing Date be, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined fully and properly accrued on the Company's books and records and the Company's financial statements reflect all of such liabilities in Section 3(3) a manner satisfying the requirements of ERISA) solely by reason Financial Accounting Standards 87 and 88. The statements of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) assets and liabilities of the Company Disclosure Schedule: Benefit Plans as of the end of the most recent three (i3) except fiscal years for which information is available, and the statements of changes in fund balances, financial position and net assets available for benefits under such plans for such fiscal years, copies of which have been certified by the Company and furnished to Purchaser, fairly present the financial condition of such plans as of such date and the results of operations thereof for the adoption of year ended on such date, all in accordance with GAAP applied on a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself (other than routine expensesconsistent basis, and other than as the actuarial assumptions used for funding purposes have not been changed since the last written report of actuaries on such plans, which written reports have been furnished to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractorPurchaser. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.

Benefit Plans. (ai) Except as disclosed in Section 3.13(a3.01(o)(i) of the Company Disclosure ScheduleLetter lists all material Company Benefit Plans. For purposes of this Agreement a “Company Benefit Plan” is, there exist no employmentwhether or not written, consulting, severance, retention, termination, parachute or change-of-control agreements, arrangements or understandings between the Company or (A) any of its Subsidiaries and any current or former employee, independent contractor, officer or director (or any dependent, beneficiary or relative of any of the foregoing) of the Company or any of its Subsidiaries (collectively, the “Employees”) other than the Company’s obligations to former employees under the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code or any similar state law (“COBRA”). (b) Section 3.13(b) of the Company Disclosure Schedule contains a complete and correct list of all existing (i) “employee pension benefit plansplan” (as defined in within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) (collectively, the “Pension Plans”), (iiB) “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and (iii) other bonus, deferred any compensation, pension, profit-sharing, retirement, insurance, stock purchase, stock option, holiday vacation pay, sick pay, cafeteria, death benefit, survivor income, termination allowance, salary continuation, severance payequity or equity-based compensation, retention, change in severance, employment, individual consulting, change-of-control, transaction bonus, bonus, incentive, deferred compensation and other employee relocation, tuition reimbursement, psychiatric or other counseling, employee assistance, dependent care assistance, legal assistance, ▇▇▇▇▇▇▇▇▇ education savings account, ▇▇▇▇▇▇ medical savings account, health savings account, or other fringe benefit or compensation plan, policyagreement, practicearrangement, program or arrangement sponsoredpolicy, whether or not subject to ERISA, (C) any plan, agreement, program or policy providing vacation benefits, medical, dental, vision or prescription benefits, disability or sick leave benefits, life insurance, employee assistance program, supplemental unemployment benefits and post-employment or retirement benefits (including compensation or pension benefits), in each case (1) under which any current or former director, manager, officer, employee or individual independent contractor of the Company or any of its Subsidiaries has any right to benefits and for which the Company or any of its Subsidiaries has any Liability or (2) which are maintained, sponsored or contributed to by the Company or any of its Subsidiaries, Subsidiaries or to which the Company or any of its Subsidiaries makes or is required to make contributions or with respect to which the Company or any of its Subsidiaries has any liability material Liability. (all of the foregoing collectivelyii) With respect to each material Company Benefit Plan, if applicable, the “Benefit Plans”). The Company has made available to Acquisition Corp. correct the Principal Investor prior to the date of this Agreement true and complete copies of (iA) each such Company Benefit Plan Plan, including the current plan document (or and any amendments thereto and for any unwritten plan, a written description summary of such Benefit Plan if no such formal document exists)the material terms, (ii) the three most recent annual reports on Form 5500 as filed with the Internal Revenue Service with respect to each Benefit Plan (and all attachments thereto), (iiiB) the most recent summary plan description for each Benefit Plan for which such summary plan description is requireddescription, (ivC) the most recent determination letterannual report on Form 5500 (including all schedules), opinion letter, advisory letter or notification letter from the Internal Revenue Service, (D) if applicable, which covers each Benefit Plan, and (v) each trust agreement, insurance contract, service agreement, group annuity contract or funding arrangement relating to any Benefit Plan, if applicable. (c) Except as disclosed in Section 3.13(c) of the Company Disclosure Schedule, all Pension Plans Benefit Plan is intended to be qualified plans qualify under Section 401(a) of the Code may either rely on an Code, the most recent determination or opinion letter, advisory letter or notification letter issued by the IRS for the form of plan or have been the subject of favorable determination letters received from the Internal Revenue Service IRS, and (E) all material non-routine correspondence with respect to any Company Benefit Plan with a Governmental Entity within the effect that such Pension Plans are qualified and exempt from Federal income taxes under Section 401(alast three (3) and 501(a), respectively, of the Code (taking into account the laws commonly referred to as “GUST”), no such determination or opinion, advisory or notification letter has been revoked and, to the knowledge of the Company, nothing has occurred since the date of such determination or issuance of such letter that could reasonably be expected to adversely affect the qualification of such Benefit Planyears. (diii) None of Neither the Benefit Plans is, and neither the Company, Company nor any of its Subsidiaries nor any ERISA Affiliate maintains, sponsors, or contributes to (or is required to sponsor, maintain, or contribute to), or has within the last preceding six (6) years maintained, sponsored or contributed to to, or had has any liability Liability, including on account of an ERISA Affiliate, under or potential liability with respect to to, (iA) a any “single employer defined benefit plan” (as such term is defined in Section 4001(a)(153(35) of ERISA) that is subject to Section 412 or Section 430 of the Code or Section 302 of ERISA or Title IV of ERISA, (iiB) a any “multiemployer plan”, ” (as defined in Section 3(37) of ERISA and 4001(a)(3) of ERISA), (iiiC) a any “multiple employer plan”, as described in ” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or that is or has been subject to Section 4063 or 4064 of ERISA, or (ivD) a any “multiple employer welfare arrangement”, ” (as defined in Section 3(403(40)(A) of ERISA), or (v) . Neither Company nor any of its Subsidiaries has any Liability as a funded welfare benefit plan (as such term is defined in Section 419 result of the Code). For purposes of this Agreement, an “ERISA Affiliate” is any entity (other than the Company or any Subsidiary) which has within the last six (6) years been time being considered a single employer with the Company or any Subsidiary other person under Section 414 of the Code. No Company Benefit Plan is a voluntary employee benefit association under Section 4001(b) of ERISA or Section 414(b), (c), (m) or (o501(c)(9) of the Code. Each Benefit Plan and all of its related trusts, insurance contracts and funds have been maintained, funded and administered in all material respects in accordance with its terms, the terms of any applicable collective bargaining agreement and, except as disclosed in Section 3.13(d) of the Company Disclosure Schedule, each Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable laws. Neither the Company nor any of its Subsidiaries has engaged in any transaction described in sections 4069 or 4212(c) of ERISA or to which Section 4204 of ERISA applied. (iiv) any unpaid Each Company Benefit Plan is in compliance in all material finerespects with all applicable requirements of ERISA, penalty or tax the Code and other applicable Laws and has been administered in all material respects in accordance with its terms and such Laws. With respect to any each Company Benefit Plan or any other “employee benefit plan” (as defined in that is intended to qualify under Section 3(3401(a) of ERISA), (ii) any unpaid material liability with respect to any terminated “employee benefit plan” (as so defined) or (iii) any other material tax or penalty under Sections 4971 through 4980G of the Code, and(A) such Company Benefit Plan has received a favorable determination or opinion letter has been issued by the IRS with respect to such qualification, (B) its related trust has been determined to be exempt from taxation under Section 501(a) of the Code and (C) to the knowledge of the Company, it is no event has occurred since the date of such qualification or exemption that would reasonably be expected to adversely affect such qualification or exemption. All contributions, premiums and expenses to or in respect of each Company Benefit Plan have been paid in full or, to the extent not likely that yet due, have been accrued on the applicable financial statements of the Company in accordance with GAAP. Neither the Company nor any such liabilitytrustee, fine, penalty administrator or tax will arise. No individual other third-party fiduciary and/or party in interest has been required engaged in any breach of fiduciary responsibility or any prohibited transaction to include any amount in gross income under which Section 409A 406 or ERISA or Section 4975 of the Code (x) because any Benefit Plan has failed to meetapplies and which would subject, or has not been operated in compliance withimpose an indemnification obligation on, a requirement of Section 409A(a), or (y) by reason of the application of Section 409A(b) to any plan, trust or arrangement of the Company or any of its Subsidiaries. With respect to each Benefit Plan, all contributions (including all employer contributions and employee salary reduction contributions) that are due have been made within the time periods prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. All premiums or other payments for all periods ending on or prior to the Closing Date have been paid or properly accrued Subsidiaries with respect to each Benefit Plan that is an employee welfare benefit plan (as defined in Section 3(1) of ERISA). Except as set forth in Section 3.13(d) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any material unfunded liabilities with respect to any Benefit Plan, or any other promise of deferred compensation, or post-retirement welfare benefit that is not accurately reflected on the Company’s balance sheet. (e) None of the Company, any of its Subsidiaries nor any of their respective officers or directors and, to the knowledge of the Company, none of their respective employees or service providers has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code), or has committed any breach of fiduciary responsibility, with respect to any Benefit Plan subject to ERISA, that reasonably could be expected to subject the Company, any of its Subsidiaries or any of their respective employees, officers, directors or service providers to (i) any material tax Tax or penalty on prohibited transactions imposed by Section 4975 of the Code, (ii) any liability under Section 502(i) Code or Section 502(l406 of ERISA. (v) Neither the Company nor any of ERISA its Subsidiaries has any Liability with respect to, and no Company Benefit Plan provides, retiree or (iii) any material liability (including liability post-employment health, medical, life insurance or death benefits to indemnify any person). Except as disclosed in Section 3.13(e) current or former employees or other individual service providers of the Company Disclosure Scheduleor any of its Subsidiaries beyond their retirement or other termination of service, as other than coverage mandated by COBRA or Section 4980B of the date of this AgreementCode, with respect to or any Benefit Plan: (i) no filing or application is pending with the Internal Revenue Servicesimilar state group health plan continuation Law, the Pension premium cost of which is fully paid by such current or former employees or other individual service providers or their dependents. No Company Benefit Guaranty Corporation, Plan is maintained (or governed by the Laws) outside of the United States Department or provides benefits to any service provider who is based or provides substantial services (in whole or in part) outside of Labor the United States. (vi) Neither the execution and delivery of this Agreement nor the consummation of the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) (A) result in any payment from the Company or any other governmental body and (ii) there is no actionof its Subsidiaries becoming due, suit, investigation, inquiry or claim pending orincrease the amount of any compensation due, to the knowledge any current or former employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, threatened, other than routine claims for (B) increase any benefits otherwise payable under any Company Benefit Plan. , (fC) None result in the acceleration of the Companytime of payment, vesting of any of its Subsidiaries nor any ERISA Affiliate has any obligation to provide, and no Benefit Plan provides, any health compensation or benefits or other welfare benefits forgiveness of indebtedness with respect to retired any current or other former employees employee, director, manager or individual independent contractor of the Company or any of its Subsidiaries, except as specifically required by COBRA. Except as disclosed (D) result in Section 3.13(f) any funding, through a grantor trust or otherwise, of the Company Disclosure Schedule, each Benefit Plan that provides medical, disability any compensation or other similar health or welfare benefits is fully insured. Incurred but not reported claims under each such Benefit Plan that is not fully insured have been properly accrued in accordance with GAAP. The Company and each ERISA Affiliate have complied in all material respects with the requirements of COBRA. With respect to any Benefit Plan that is a “health plan” (as defined in 45 C.F.R. Section 160.103)current or former employee, all required actions to comply in all material respects with the final privacy regulations issued under the Health Insurance Portability and Accountability Act director, manager or individual independent contractor of 1996 (45 C.F.R. Parts 160 and 164) (“HIPAA privacy regulations”) were taken by April 14, 2003. (g) Except as set forth in Section 3.13(g) of the Company Disclosure Schedule, (i) neither the Benefit Plans nor any other arrangement obligates the Company or any of its Subsidiaries under any Company Benefit Plan or (E) result in any breach or violation of or default under or limit the Company’s right to pay amend, modify or terminate any separation, severance, termination or similar benefit, accelerate any vesting schedule, increase Company Benefit Plan. (vii) Neither the amount execution and delivery of any benefit, provide additional credit for service, or alter this Agreement nor the timing consummation of any benefit payment, in whole or in part, as a result of any transaction the Equity Investment and the other transactions contemplated by this Agreement could (either alone or in combination with another event) cause any amount to fail to be deductible by reason of Section 280G of the Code or be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code). (viii) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation” (as defined in Section 409A(d)(1) of the Code) has been operated and maintained, in form and operation, in all respects in accordance with Section 409A of the Code and applicable guidance of the Department of the Treasury and the Internal Revenue Service, and no amount under any such Company Benefit Plan has been, is or is reasonably expected to be subject to any Tax set forth under Section 409A(a)(1)(B) of the Code. No person is entitled to any gross-up, make-whole or other additional payment from the Company or any of its Subsidiaries in respect of any Tax (iiincluding taxes imposed under Section 4999 or 409A of the Code). (ix) Since January 1, 2018, there have been no payment madepending, or, to be made the knowledge of the Company, threatened, material claims, investigations, audits or contemplated under litigation against or involving any Company Benefit Plan, other than ordinary claims for benefits by participants and beneficiaries. (x) Each Company Benefit Plan can be terminated at any time for any or no reason by the Company or any of its SubsidiariesSubsidiaries without any past, constituted, present or would constitute an “excess parachute payment” within the meaning of Section 280G of the Code. (h) Neither the Company nor any Subsidiary of the Company has incurred future Liability or could reasonably be expected obligation to incur any liability, fine, penalty or tax (potential or otherwise) with respect to any “employee benefit plan” (as defined in Section 3(3) of ERISA) solely by reason of being treated as a single employer under Section 414 of the Code with any other entity. (i) Except as set forth in Section 3.13(i) of the Company Disclosure Schedule: (i) except for the adoption of a plan amendment which is needed to bring the plan documents into conformity with statutory changes enacted in recent years, neither the Company, any of its Subsidiaries or any ERISA Affiliate is under any obligation (express or implied) to increase benefits under any Benefit Plan, or to establish any new “employee benefit plan” (as defined in Section 3(3) of ERISA) which will cover any employee, director, officer, independent contractor or retiree of the Company or any of its Subsidiary and (ii) the Company, a Subsidiary of the Company or an ERISA Affiliate has expressly reserved to itself the right to amend, modify or terminate each Benefit Plan at any time without liability or penalty to itself Subsidiaries (other than routine expenses, and other than as solely administrative expenses related to benefits accrued under a retirement plan which qualifies under Section 401(a) of the Code or under the National Home Health Care Corp. Deferred Compensation Plan, and as to any welfare benefits for which the contingency for payment has already occurred, prior to the date of such amendment, modification or termination). No Benefit Plan requires consents, approvals or other actions of any third party (other than solely administrative processes) are required to effect the actions contemplated by the Separation Agreement with respect to the Company or any Subsidiary to continue to employ any employee, or to continue the services of any director, officer or independent contractorBenefit Plans. (j) Except for the Stock Plans and the Company’s 401(k) plan, no stock purchase or similar plan in which employees and other Persons are entitled to acquire shares of capital stock of the Company from the Company or any of its affiliates currently exists or is in effect.