Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or sponsored by the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and to the knowledge of the Company, the Company has never maintained or contributed, to any other Qualified Plan.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists --------------------------------------------- 5.10 sets forth a true and complete list of all the following: (i) all each "employee benefit plans (plan," as such term is defined in Section 3(3) of the Employee Retirement Income Security Act ERISA, pursuant to which Parent or any of 1974its Subsidiaries has (A) any material liability with respect to current or former employees, as amended agents, directors, or independent contractors of Parent or its Subsidiaries ("ERISAParent Employees") or (B) any obligation to issue capital stock of Parent or any of its Subsidiaries (each, a "Parent Employee Plan")) that is maintained or sponsored by the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any each other benefit arrangementforeign or domestic plan, obligation program, policy, contract, arrangement or scheme providing for bonuses, pensions, deferred pay, stock or stock related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other practiceemployee benefits, or compensation to or for any Parent Employees or any beneficiaries or dependents of any Parent Company Employees (other than directors' and officers' liability policies), whether or not legally enforceableinsured or funded, (A) pursuant to provide benefitswhich Parent or any of its Subsidiaries has any material liability or (B) constituting an employment, other than salaryseverance or termination agreement or arrangement with any officer or director of Parent or any Subsidiary (each, as compensation for services rendered, a "Parent Benefit Arrangement"). Parent has provided to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect to which each Parent Employee Plan and Parent Benefit Arrangement: (i) a true and complete copy of all written documents comprising such Parent Employee Plan or Parent Benefit Arrangement (including amendments and individual agreements relating thereto) or, if there is no such written document, an accurate and complete description of such Parent Employee Plan or Parent Benefit Arrangement; (ii) the Company most recent Form 5500 or an ERISA Affiliate could incur liability under Section 4069 Form 5500-C (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"including all schedules thereto), excluding former agreements under which if applicable; (iii) the Company has no remaining obligations most recent financial statements and any of actuarial reports, if any; (iv) the foregoing that are required to be maintained by summary plan description currently in effect and all material modifications thereof, if any; and (v) the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documentsmost recent Internal Revenue Service determination letter, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and to the knowledge of the Company, the Company has never maintained or contributed, to any other Qualified Planif any.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists (i) has made available to Parent all employee benefit plans (as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that ), regardless of whether ERISA is maintained applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, or medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar material fringe or employee benefit plans, programs or arrangements (including those sponsored by the federal or any provincial government of Canada, collectively "Government Sponsored or Mandated Plans") and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee subsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA terminated (together, the "Employee Plans"), excluding former agreements under which the Company and a copy of each such written Employee Plan has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on (b) (i) Except as set forth in Schedule 2.10(b) of the Company Schedule as "Qualified Plans" are Disclosure Schedule, none of the only Employee Plans that promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its subsidiaries; (iii) all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all statutes, orders, or governmental rules and regulations currently in effect with respect thereto, and the Company and each of its subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any material default or violation by any other party to, any of the Employee Plans; (iv) each Employee Plan intended to meet the requirements of qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the United States Internal Revenue Service (a the "Qualified PlanIRS"). The , and so far as the Company does not sponsoris aware nothing has occurred which may reasonably be expected to impair such determination; (v) all contributions required to be made to any Employee Plan, maintain under the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vi) with respect to each Employee Plan subject to Title IV of ERISA, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the United States Pension Benefit Guaranty Corporation arising in the ordinary course). (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority if required to obtain such qualification, registration or approval, and, to the Company's knowledge, nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate governmental agency or authority to revoke such qualification, registration or approval. (d) All contributions (including premiums) required by law or contract to have been made or approved by the Company under or with respect toto the Employee Plans have been paid or accrued by the Company, and except as would not have a Material Adverse Effect. Without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the Company's knowledge, threatened investigations, litigation or other enforcement actions against the Company with respect to any of the Employee Plans. (f) There are no actions, suits or claims pending or, to the knowledge of the Company, threatened by former or present employees of the Company has never maintained (or contributed, their beneficiaries) with respect to any the Employee Plans or the assets or fiduciaries thereof (other Qualified Plan.than routine claims for benefits). 8

Employee Benefit Plans; Employment Agreements. (a) The Except in each case as set forth in Section 2.11 of the Company Schedule lists Disclosure Schedule, (i) neither the Company nor any subsidiary has engaged in, and to their knowledge, no other person has engaged in any transaction prohibited by Section 406 of ERISA and Section 4975 of the Code which could result in any material liability of the Company or any of its subsidiaries; (ii) all employee benefit pension plans (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), employee welfare plans (as defined in Section 3(1) that is maintained or sponsored by the Company, any trade or business (whether or not incorporatedof ERISA) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control severance and other similar fringe or employee benefit plans, programs or arrangementsarrangements (collectively, the "Company Employee Plans") are in compliance in all material respects with the requirements prescribed by Laws (including ERISA and the Code) currently in effect with respect thereto (including all applicable requirements for notification to participants or the Department of Labor, Pension Benefit Guaranty Corporation (the "PBGC"), Internal Revenue Service (the "IRS") or the Secretary of the Treasury), and the Company and each of its subsidiaries have performed all material obligations required to be performed by them under, are not in any employment respect in default under or executive compensation or severance policies or agreements, written or otherwise, for the benefit violation of, and have no knowledge of any material default or relating violation by any other party to, any employee or former employee of the Company, as well as Company Employee Plans; (iii) each plan with respect Company Employee Plan intended to which the Company or an ERISA Affiliate could incur liability qualify under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (and each trust intended to qualify under Section 501(a) of the Code is the subject of a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect tofavorable determination letter from the IRS, and to the knowledge of the CompanyCompany and its subsidiaries, nothing has occurred which may be reasonably expected to impair such determination; (iv) all contributions required to be made by the Company or its subsidiaries to any Company Employee Plan pursuant to Section 412 of the Code, or the terms of the Company Employee Plan or any collective bargaining agreement, have been made on or before their due dates (including any extensions thereof); (v) with respect to each Company Employee Plan, no "reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the 30- day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; (vi) neither the Company nor any subsidiary has engaged in a withdrawal (including a partial withdrawal) with respect to any multiemployer plan within the meaning set forth in Section 3(37) of ERISA that has resulted in, or could reasonably be expected to result in, any withdrawal liability for the Company or any of its subsidiaries; and (vii) neither the Company nor any of its subsidiaries has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the PBGC, and contributions not in default to the respective plans, arising in the ordinary course). Section 2.11 of the Company Disclosure Schedule lists all employment and consulting agreements to which the Company is a party that are in effect on the date hereof. Notwithstanding the foregoing, to the extent any Company Employee Plan is a multi-employer plan within the meaning of Section 3(37) of ERISA, the representations contained in clauses (ii), (iii), (v) and (vi) are made only to the knowledge of the Company has never maintained or contributed, to any other Qualified Planand its subsidiaries.

Employee Benefit Plans; Employment Agreements. (a) The Section 2.1 l (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that ), regardless of whether ERISA is maintained applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or sponsored by termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes Company, an ERISA Affiliate, or for any subsidiary is a party, with respect to which the Company Company, an ERISA Affiliate, or any subsidiary has or may could have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Companymaterial obligation, as well as each plan with respect to which the Company or an ERISA Affiliate could incur any material liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA terminated (together, the "Employee Plans"), excluding former agreements under which the Company and a copy of each such written Employee Plan has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on (b) Except as set forth in Section 2.11 (b) of the Company Schedule as "Qualified Plans" are Disclosure Schedule, (i) none of the only Employee Plans that promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its subsidiaries; (iii) all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all statutes, orders, or governmental rules and regulations currently in effect with respect thereto, and the Company and each of its subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans; (iv) each Employee Plan intended to meet the requirements of qualify under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (v) all contributions required to be made to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vi) with respect to each Employee Plan, no "Qualified Plan"reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has 9 14 incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the Pension Benefit Guaranty Corporation arising in the ordinary course). The (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority, has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause the appropriate governmental agency or authority to revoke, such qualification, registration or approval. (d) All contributions (including premiums) required by law or contract to have been made or approved by the Company does not sponsor, maintain under or have any liability with respect toto Employee Plans have been paid or accrued by the Company. Except as disclosed in Section 2.11(d) of the Company Disclosure Schedule, and without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the knowledge of the Company, threatened investigations, litigation or other enforcement actions against the Company has never maintained with respect to any of the Employee Plans. (f) There are no actions, suits or contributedclaims pending or, to the knowledge of the Company, threatened by former or present employees of the Company (or their beneficiaries) with respect to Employee Plans or the assets or fiduciaries thereof (other than routine claims for benefits). (g) To the Company's knowledge, no condition or event has occurred with respect to the Employee Plans which has or could reasonably be expected to result in a material liability to the Company. (h) Section 2.11(h) of the Company Disclosure Schedule sets forth as of August 26, 1995 a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested within six months of the date hereof, or as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and the expiration date of such option. Section 2.11(h) of the Company Disclosure Schedule also sets forth the total number of such ISOs and such nonqualified options. (i) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $100,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or descriptions) of all severance agreements, programs and policies of the Company with or relative to its employees, excluding programs and policies required to be maintained by law; (v) copies of all plans, programs, agreements and other Qualified Planarrangements of the Company with or relating to its employees which contain change in control provisions; and (vi) the form of standard employment agreement, if any, of the Company for its non-executive employees. The Company has provided to Parent a complete list of (i) all salary increases for each officer of the Company for the fiscal year 1996 and (ii) all bonus amounts earned by each officer of the Company for fiscal year 1995. SECTION 2.12.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists (i3.14(a) sets forth a true and complete list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or sponsored by the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock right, stock appreciation right, stock purchase, incentiveincentive compensation, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangementsdeath benefit, worker's compensationhospitalization, stock optionmedical, stock grant or stock purchase plansdental, medical insurancevision, life insurance, tuition reimbursement programs disability, tuition, education or scholarship programslegal assistance, any plans subject to Section 125 of the Codedependent care assistance, and any plans providing benefits or payments in the event of a change of ownership or control day care, cafeteria, and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance policies or agreements, written or otherwise, otherwise (i) which are for the benefit of, or relating to, any employee of VMARK, any trade or former employee business (whether or not incorporated) which is or was a member of a controlled group including VMARK or which is under common control with VMARK within the meaning of Section 414 of the CompanyCode (each a "VMARK ERISA Affiliate"), as well as or any subsidiary of VMARK, (ii) which are currently maintained, administered, or contributed to by VMARK or any VMARK ERISA Affiliate, or (iii) under which VMARK or any VMARK ERISA Affiliate has any present or future obligations (including each plan with respect to which the Company VMARK or an a VMARK ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "VMARK Employee Plans"), excluding agreements with former agreements employees under which the Company has VMARK and its subsidiaries have no remaining obligations. A true and complete copy of each such written VMARK Employee Plan that covers employees or former employees of VMARK, including each amendment thereto and any trust agreement, insurance I-21 30 contract, collective bargaining agreement, or other funding or investment arrangements for the benefits under such VMARK Employee Plan, has been delivered to UNIDATA. In addition, with respect to each such VMARK Employee Plan which is an employee benefit plan as defined in Section 3(3) of ERISA, VMARK has delivered to UNIDATA the three most recently filed Federal Forms 5500, the most recent summary plan description (including any summaries of material modifications), the most recent IRS determination letter, if applicable, and all other material employee communications with respect to each such employee benefit plan. (b) Except as set forth on Schedule 3.14(b). (i) none of the VMARK Employee Plans (A) promises or provides (or previously promised or provided) retiree medical or other retiree welfare benefits to any person, except as required in Section 4980B of the Code (nor has VMARK or any VMARK ERISA Affiliate ever maintained such a plan), (B) is subject to Title IV of ERISA or the funding requirements of Section 412 of the Code, or (C) is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) to VMARK's knowledge, there has been no "prohibited transaction," as such term is defined in Section 406 of ERISA or Section 4975 of the Code (other than any such transaction which is exempt under Section 408 of ERISA or 4975 of the Code, respectively), with respect to any VMARK Employee Plan, which could result, directly or indirectly, in any material liability of VMARK or any VMARK ERISA Affiliate; (iii) all VMARK Employee Plans that cover or have covered employees or former employees of VMARK have been maintained and operated, and currently are, in compliance in all material respects with their terms, the requirements prescribed by any and all applicable laws (including ERISA and the Code), orders, or governmental rules and regulations in effect with respect thereto, and VMARK and the VMARK ERISA Affiliates have performed all material obligations required to be performed by them under, are not in any material respect in default under or in violation of, and have no knowledge of any default or violation by any other party to, any of the foregoing VMARK Employee Plans; (iv) each VMARK Employee Plan that are covers or has covered employees or former employees of VMARK and is intended to qualify under Section 401(a) of the Code and each trust established pursuant to each such VMARK Employee Plan that is intended to qualify under Section 501(a) of the Code is the subject of a favorable determination letter from the IRS, a copy of which has been delivered to UNIDATA, and, to the knowledge of VMARK, nothing has occurred which may reasonably be expected to impair such determination or otherwise adversely affect the tax-qualified status of such VMARK Employee Plan; (v) VMARK and the VMARK ERISA Affiliates have made full and timely payment of all amounts required to be contributed under the terms of each VMARK Employee Plan and applicable law or required to be paid as expenses under such VMARK Employee Plan; (vi) there has been no amendment to, written interpretation of or announcement (whether or not written) by VMARK or any of its VMARK ERISA Affiliates relating to, or change in employee participation, coverage or benefits under, any VMARK Employee Plan that covers or had covered employees or former employees of VMARK that would increase materially the expense of maintaining such VMARK Employee Plan above the level of the expense incurred in respect thereof for the fiscal year ended prior to the date hereof; (vii) there is no contract, agreement, plan or arrangement covering any employee, former employee, director or agent of VMARK or any VMARK ERISA Affiliate that, individually or collectively, could give rise to the payment of any amount that would not be deductible pursuant to the terms of Section 280G of the Code; (viii) no employee, former employee, director or agent of VMARK will become entitled to any bonus, retirement, severance or similar benefit or enhanced or accelerated benefit as a result of the I-22 31 transactions contemplated hereby (either alone or upon the occurrence of any additional or subsequent events); (ix) there is no suit, action, dispute, claim, arbitration or legal, administrative, or other proceeding or governmental investigation pending, or, to the best knowledge of VMARK, threatened, alleging any breach of the terms of any VMARK Employee Plan or of any fiduciary duties thereunder or violation of any applicable law with respect to any such VMARK Employee Plan; (x) with respect to any VMARK Employee Plan that is self-funded (in whole or in part), no material claims have been made that have not yet been paid and, to the best knowledge of VMARK, no injury, sickness, or other medical condition has been incurred with respect to which material claims may be made pursuant to such VMARK Employee Plan (such disclosure to include the amount thereof); (xi) VMARK does not maintain or have any obligation to contribute to any "voluntary employees' beneficiary association" (within the meaning of Section 501(c)(9) of the Code) or to any "group health plan," within the meaning of Section 5001(b)(1) of the Code, that is funded by any method other than by VMARK's purchase of one or more insurance contracts; (xii) since January 1, 1980, neither VMARK nor any VMARK ERISA Affiliate has made or been obligated to make any contributions, or has otherwise participated in, any employee benefit plan which is a multiemployer plan as defined under Section 3(37) or Section 4001(a)(3) of ERISA. (c) Schedule 3.14(c) sets forth a true and complete list of each outstanding option to purchase VMARK Common Stock as of the date hereof, together with the identity of the holder of such option, the number of shares of VMARK Common Stock subject to such option, the date of grant of such option, the extent to which such option is or will become vested, the option price of such option (to the extent determined as of the date hereof), whether such option is intended to qualify as an ISO within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.14(c) also sets forth the total number of such ISOs and such nonqualified options. (d) VMARK has made available for review by UNIDATA and its representatives and Schedule 3.14(d) sets forth a list of (i) true and complete copies of all employment agreements with officers and Directors of VMARK; (ii) true and complete copies of all agreements with consultants where VMARK has obligations to make annual cash payments in an amount exceeding $25,000; (iii) a schedule listing all officers of VMARK who have executed a non-competition agreement with VMARK; (iv) true and complete copies of all severance agreements, programs and policies of VMARK with or relating to its employees, excluding programs and policies required to be maintained by the Company under the laws law; and (v) true and complete copies of any foreign jurisdictionall plans, programs, agreements and other arrangements of VMARK with or relating to its employees which contain change in control provisions. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and to the knowledge of the Company, the Company has never maintained or contributed, to any other Qualified PlanSection 3.15.

Employee Benefit Plans; Employment Agreements. (a) The Section 3.11(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that ), all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar material fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, regardless of whether ERISA is maintained applicable thereto, for the benefit of, or sponsored by relating to, any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and Code (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee PlansEMPLOYEE PLANS"), excluding former agreements under which the Company and a copy of each such written Employee Plan has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Parent (other than Foreign Employee Plans that are intended (as defined herein), which shall be made available to meet the requirements of 401(aParent prior to the Effective Time to the extent practicable). (b) Except as set forth in Section 3.11(b) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect toDisclosure Schedule, and to except as any inaccuracy in the knowledge of following statements, individually or in the aggregate, would not have a Material Adverse Effect on the Company, (i) none of the Employee Plans provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multiemployer plan" as such term is defined in Section 3(37) of ERISA; (ii) all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all applicable statutes, orders, or governmental rules and regulations currently in effect with respect thereto, and the Company has never maintained or contributed, to any other Qualified Plan.and 12

Employee Benefit Plans; Employment Agreements. (a) The Section 2.1 l (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that ), regardless of whether ERISA is maintained applicable thereto, all other bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance or sponsored by termination pay, medical or life insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plans, agreements or arrangements and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Subsidiary subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes Company, an ERISA Affiliate, or for any subsidiary is a party, with respect to which the Company Company, an ERISA Affiliate, or any subsidiary has or may could have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Companymaterial obligation, as well as each plan with respect to which the Company or an ERISA Affiliate could incur any material liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA terminated (together, the "Employee Plans"), excluding former agreements under which the Company and a copy of each such written Employee Plan has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on (b) Except as set forth in Section 2.11 (b) of the Company Schedule as "Qualified Plans" are Disclosure Schedule, (i) none of the only Employee Plans that promises or provides retiree medical or other retiree welfare benefits to any person and none of the Employee Plans is a "multi-employer plan" as such term is defined in Section 3(37) of ERISA; (ii) there has been no transaction or failure to act with respect to any Employee Plan, which could result in any material liability of the Company or any of its subsidiaries; (iii) all Employee Plans are in compliance in all material respects with the requirements prescribed by any and all statutes, orders, or governmental rules and regulations currently in effect with respect thereto, and the Company and each 9 14 of its subsidiaries have performed all material obligations required to be performed by them under, are not in any material respect in default under or violation of, and have no knowledge of any default or violation by any other party to, any of the Employee Plans; (iv) each Employee Plan intended to meet the requirements of qualify under Section 401(a) of the Code is the subject of a favorable determination letter from the IRS, and nothing has occurred which may reasonably be expected to impair such determination; (v) all contributions required to be made to any Employee Plan pursuant to Section 412 of the Code, or the terms of the Employee Plan or any collective bargaining agreement, have been made on or before their due dates and a reasonable amount has been accrued for contributions to each Employee Plan for the current plan years; (vi) with respect to each Employee Plan, no "Qualified Plan"reportable event" within the meaning of Section 4043 of ERISA (excluding any such event for which the thirty (30) day notice requirement has been waived under the regulations to Section 4043 of ERISA) nor any event described in Section 4062, 4063 or 4041 of ERISA has occurred; and (vii) neither the Company nor any ERISA Affiliate has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than liability for premium payments to the Pension Benefit Guaranty Corporation arising in the ordinary course). The (c) Each Employee Plan that is required or intended to be qualified under applicable law or registered or approved by a governmental agency or authority, has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause the appropriate governmental agency or authority to revoke, such qualification, registration or approval. (d) All contributions (including premiums) required by law or contract to have been made or approved by the Company does not sponsor, maintain under or have any liability with respect toto Employee Plans have been paid or accrued by the Company. Except as disclosed in Section 2.11(d) of the Company Disclosure Schedule, and without limiting the foregoing, there are no material unfunded liabilities under any Employee Plan. (e) There are no pending or, to the knowledge of the Company, threatened investigations, litigation or other enforcement actions against the Company has never maintained with respect to any of the Employee Plans. (f) There are no actions, suits or contributedclaims pending or, to the knowledge of the Company, threatened by former or present employees of the Company (or their beneficiaries) with respect to Employee Plans or the assets or fiduciaries thereof (other than routine claims for benefits). (g) To the Company's knowledge, no condition or event has occurred with respect to the Employee Plans which has or could reasonably be expected to result in a material liability to the Company. (h) Section 2.11(h) of the Company Disclosure Schedule sets forth as of August 26, 1995 a true and complete list of each current or former employee, officer or director of the Company or any of its subsidiaries who holds any option to purchase Company Common Stock as of the date hereof, together with the number of shares of Company Common Stock subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested within six months of the date hereof, or as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code (an "ISO"), and the expiration date of such option. Section 2.11(h) of the Company Disclosure Schedule also sets forth the total number of such ISOs and such nonqualified options. (i) The Company has made available to Parent (i) copies of all employment agreements with officers of the Company; (ii) copies of all agreements with consultants who are individuals obligating the Company to make annual cash payments in an amount exceeding $100,000; (iii) a schedule listing all officers of the Company who have executed a non-competition agreement with the Company; (iv) copies (or descriptions) of all severance agreements, programs and policies of the Company with or relative to its employees, excluding programs and policies required to be maintained by law; (v) copies of all plans, programs, agreements and other Qualified Planarrangements of the Company with or relating to its employees which contain change in control provisions; and (vi) the form of standard employment agreement, if any, of the Company for its non-executive employees. The Company has provided to Parent a complete list of (i) all 10 15 salary increases for each officer of the Company for the fiscal year 1996 and (ii) all bonus amounts earned by each officer of the Company for fiscal year 1995. SECTION 2.12.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists (i2.13(a) sets forth a true and complete list of all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained and any other bonus, stock option, stock right, stock appreciation right, stock purchase, incentive compensation, deferred compensation, supplemental retirement, severance, salary continuation, death benefit, hospitalization, medical, dental, vision, life insurance, disability, tuition, education or sponsored by legal assistance, dependent care assistance, day care, cafeteria, and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, (i) which are for the Companybenefit of, or relating to, any employee of XXXX.XXX, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company XXXX.XXX or which is under common control with the Company (an "ERISA Affiliate") XXXX.XXX within the meaning of Section 414 of the CodeCode (each an "ERISA Affiliate"), or any Subsidiary subsidiary of the CompanyXXXX.XXX, and (ii) which are currently maintained, administered, or contributed to by XXXX.XXX or any other benefit arrangementERISA Affiliate, obligation or other practice, whether (iii) under which XXXX.XXX or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more any ERISA Affiliate has any present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as future obligations (including each plan with respect to which the Company XXXX.XXX or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding agreements with former agreements employees under which the Company has XXXX.XXX and its subsidiaries have no remaining obligations obligations. A true and complete copy of each such written Employee Plan, including each amendment thereto and any of trust agreement, insurance contract, collective bargaining agreement, or other funding or investment arrangements for the foregoing that are required benefits under such Employee Plan, has been delivered to be maintained by the Company under the laws of any foreign jurisdictionNMS. The Company Schedule lists all In addition, with respect to each Employee Plan which is an employee benefit plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(adefined in Section 3(3) of ERISA, XXXX.XXX has delivered to NMS the Code three most recently filed Forms 5500, an accurate summary plan description (a "Qualified Plan"including any summary of material modifications). The Company does not sponsor, maintain or have any liability the most recent IRS determination letter, if applicable, and all other material employee communications with respect to, and to the knowledge of the Company, the Company has never maintained or contributed, to any other Qualified each such Employee Plan.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists --------------------------------------------- 4.11(a) sets forth a true and complete list of all the following: (i) all each "employee benefit plans (plan," as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended 1974 ("ERISA")) that is maintained or sponsored by the Company, any trade or business (whether or not incorporated) pursuant to which is a member of a controlled group including the Company or which is under common control any of its Subsidiaries has (A) any material liability with respect to current or former employees, agents, directors, or independent contractors of the Company or its Subsidiaries (an "ERISA AffiliateCompany Employees") within the meaning of Section 414 or (B) any obligation to issue capital stock of the Code, Company or any Subsidiary of the Companyits Subsidiaries (each, a "Company Employee Plan"), and (ii) any each other benefit arrangementforeign or domestic plan, obligation program, policy, contract, arrangement or scheme providing for bonuses, pensions, deferred pay, stock or stock related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other practiceemployee benefits, or compensation to or for any Company Employees or any beneficiaries or dependents of any Company Employees (other than directors' and officers' liability policies), whether or not legally enforceableinsured or funded, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect (A) pursuant to which the Company or any of its Subsidiaries has any material liability or (B) constituting an ERISA Affiliate could incur liability under Section 4069 (if such plan has been employment, severance or were terminated) termination agreement or Section 4212(c) arrangement with any officer or director of ERISA (together, the "Employee Plans"), excluding former agreements under which the Company has no remaining obligations and or any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documentsSubsidiary (each, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (a "Qualified PlanCompany Benefit Arrangement"). The Company does not sponsor, maintain or have any liability has provided to Parent with respect toto each Company Employee Plan and Company Benefit Arrangement: (i) a true and complete copy of all written documents comprising such Company Employee Plan or Company Benefit Arrangement (including amendments and forms of individual agreements relating thereto) or, if there is no such written document, an accurate and to complete description of such Company Employee Plan or Company Benefit Arrangement; (ii) the knowledge of most recent Form 5500 or Form 5500-C (including all schedules thereto), if applicable; (iii) the Companymost recent financial statements and actuarial reports, if any; (iv) the Company has never maintained or contributedsummary plan description currently in effect and all material modifications thereof, to any other Qualified Planif any; and (v) the most recent Internal Revenue Service determination letter, if any.

Employee Benefit Plans; Employment Agreements. (a) The Company Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that is maintained or sponsored by the Company, any ----- trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or --------------- any Subsidiary of the Company, and (ii) any other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control and other similar fringe or employee benefit plans, programs or arrangements, and any employment or executive compensation or severance policies or agreements, written or otherwise, for the benefit of, or relating to, any employee or former employee of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (together, the "Employee Plans"), excluding former -------------- agreements under which the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on the Company Schedule as "Qualified Plans" are the only Employee Plans that are intended to meet the requirements of 401(a) of the Code (a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and to the knowledge of the Company, the Company has never maintained or contributed, to any other Qualified Plan.

Employee Benefit Plans; Employment Agreements. (a) The "Company Schedule lists (i) Employee Plans" shall mean all "employee pension benefit plans plans" (as defined in Section 3(33(2) of the Employee Retirement Income Security Act of 1974, as amended (( "ERISA")), all "employee welfare benefit plans" (as defined in Section 3(1) that is of ERISA), all similar plans maintained or sponsored outside the United States and not required by the Companyapplicable law (any non-U.S., any trade or business (whether or not incorporated) which is non-statutory Company Employee Plan, a member of a controlled group including the Company or which is under common control with the Company (an "ERISA AffiliateNon-U.S. Plan ") within the meaning of Section 414 of the Code, or any Subsidiary of the Company, and (ii) any all other benefit arrangement, obligation or other practice, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to one or more present or former employees, directors, agents, or independent contractors that is maintained by the Company or to which the Company contributes or for which the Company has or may have any liability, contingent or otherwise, either directly or as a result of an ERISA Affiliate including, without limitation, all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance, incentive arrangement, sick leave, vacation pay, salary continuation, consulting or other compensation arrangements, worker's compensation, stock option, stock grant or stock purchase plans, medical insurance, life insurance, tuition reimbursement programs or scholarship programs, any plans subject to Section 125 of the Code, and any plans providing benefits or payments in the event of a change of ownership or control severance and other similar fringe or employee benefit plans, programs or arrangementsarrangements (including those which contain change of control provisions or pending change of control provisions), and any employment or employment, executive compensation or severance policies agreements (including those which contain change of control provisions or agreementspending change of control provisions), whether maintained in the U.S. or a Non-U.S. Plan, written or otherwise, as amended, modified or supplemented, maintained or contributed to by the Company or a subsidiary of the Company for the benefit of, or relating to, any employee former or former employee current employee, officer or director (or any of their beneficiaries) of the Company or a subsidiary of the Company. The term "Affiliate Plan" shall mean any other such plan, as well as each plan program or arrangement with respect to which the Company or an ERISA Affiliate could incur liability any subsidiary of the Company has or would reasonably be expected to have any liability, either as a member of a controlled group of corporations or trades or businesses, as defined under section 414 of the Code and comparable provisions of ERISA, or by contractual arrangement. Section 4069 (if such plan has been or were terminated) or Section 4212(c2.11(a) of ERISA the Company Disclosure Schedule lists each material Company Employee Plan and each material Affiliate Plan; provided, however, that the Company may omit from the Company Disclosure Schedule and instead include in an employee benefits supplement to the Company Disclosure Schedule (together, the "Employee PlansBenefits Supplemental Disclosure Schedule")) any Non-U.S. Plan or division-level bonus arrangement that the Company in good faith is not able to list on Section 2.11 of the Company Disclosure Schedule by the date of this Agreement. The Employee Benefits Supplemental Disclosure Schedule shall be delivered to Parent as promptly as practicable but in no event later than 30 days after the date hereof. With respect to each plan included on the Company Disclosure Schedule or the Employee Benefits Supplemental Disclosure Schedule the Company shall indicate based on the Company's reasonable best efforts, excluding former agreements under which with respect to employee benefit welfare plans, whether such plan is fully insured or has a stop-loss insurance contract. With respect to each Company Employee Plan or Affiliate Plan listed in Section 2.11(a) of the Company Disclosure Schedule, the Company has no remaining obligations and any of the foregoing that are required to be maintained by the Company under the laws of any foreign jurisdiction. The Company Schedule lists all plan documents, trust agreements, brochures, summaries, policies and Form 5500s related to the Employee Plans that have been provided or have been made available to Parent. The plans marked on , and, with respect to each Company Employee Plan or Affiliate Plan listed in the Employee Benefits Supplemental Disclosure Schedule, the Company will provide or make available at such time as the Employee Benefits Supplemental Disclosure Schedule as "Qualified Plans" are the only is provided to Parent: (i) each such written Company Employee Plan (or, with respect to Company Employee Plans that provide benefits that are based on the value of the Company's stock or that cover 50 or more participants, a written description in English of any Company Employee Plan which is not written and a written description in English of any such plan that is written in a language other than English, provided however, that such written descriptions may be included on the Employee Benefits Supplemental Disclosure Schedule to the extent that the Company in good faith is not able to provide such descriptions by the date hereof) and any related trust agreement, insurance and other contract (including a policy), if any, the most recently prepared summary plan description, if any, summary of material modifications the substance of which is not already incorporated in the corresponding summary plan description or Company Employee Plan document, if any, and communications distributed to one or more plan participants that contain terms materially different from the applicable Company Employee Plan, to the extent not incorporated into the Company Employee Plan, a summary plan description or a summary of material modifications; (ii) the three most recent annual reports on Form 5500 series (or equivalent filing with respect to Non-U.S. Plans), with accompanying schedules and attachments, filed with respect to each Company Employee Plan, whether maintained in the U.S. or a Non-U.S. Plan, required to make such a filing; (iii) the most recent actuarial valuation, if any, for each Company Employee Plan and Affiliate Plan subject to Title IV of ERISA and all Non-U.S. Plans, to the extent applicable; (iv) the latest reports, if any, which have been filed with the Department of Labor ("DOL") to satisfy the alternative method of compliance for pension plans for certain selected employees pursuant to DOL regulation Section 2520.104-23; and (v) the most recent favorable determination letters issued for each Company Employee Plan and related trust which is intended to meet the requirements of be qualified under Section 401(a) of the Code (and, if an application for such determination is pending, a "Qualified Plan"). The Company does not sponsor, maintain or have any liability with respect to, and to the knowledge copy of the Company, the Company has never maintained or contributed, to any other Qualified Planapplication for such determination).