Common use of Employee Benefit Plans; Labor Matters Clause in Contracts

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(aA copy of each (i) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of plan covered by the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plans) (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing. (b) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA")), the Code, and all bonusother applicable Laws, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports 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 maintained or contributed to for the benefit of or disclosures relating to the Company Plans required to be filed or furnished to any employee governmental entity, participants or former employee of bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c) (i) Neither the Company, any trade Subsidiary, any Company Plan, any trust created thereunder nor any trustee or business (whether or not incorporated) that is a member of a controlled group including administrator thereof has engaged in any transaction with the Company or that is under common control any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with the any Company within the meaning Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 414 4975 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations Code; and (ii) the incur liability any of Company, the documents Subsidiaries, and under all fiduciaries (as defined in Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c3(21) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4ERISA) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of with respect to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV have complied in all material respects with Section 404 of ERISA, that would have a Material Adverse Effect on the Company.. (d)

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a3.11(a) of the Company Disclosure Schedule lists Letter lists, as of the date hereof hereof, all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, life or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "“ERISA Affiliate”), to the extent that the Company or any ERISA Affiliate ")currently has or may incur liability for payments or benefits thereunder, as well as"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 ". The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the “IRS”) for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Code. Except as set forth in Section foregoing that are instruments 4069 3.11(a) of the Disclosure Letter: (if such required A) neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “party in interest” (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the jurisdiction. The 4(b)(4) Company nor any of "Employee Plans Company its ERISA Affiliates has made ERISAhad asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c). No event available to has occurred and, Parent a copy of to the knowledge (i) or (l), nor, to the most Company’s knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company’s knowledge, recent annual there currently report on Form exists no 5500 filed with condition threatened, involving any Employee Plan by any person, or set by the Internal IRS, the United States Department of circumstances Revenue Service in connection (the "IRS with which Labor or any other Governmental Entity, against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) 2.11 of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), ) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements agreements, written or otherwise otherwise, maintained or contributed to or with respect to which there is any obligation or liability for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that which is a member of a controlled group including the Company or that which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well asAffiliate"), excluding ") for each each plan with Employee Plans disclosed respect to which former agreements or plans under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) together, the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such "Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdictionPlans"). The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required, (ii) the documents and instruments governing each such Employee Plan, and (iii) the latest determination letter from the IRS with respect to each Employee Plan which is intended to be qualified under Section 401(a) of the Code. No event has occurred, and to the Company's knowledge, there exists no condition or set the Internal of circumstances Revenue Service conditions, in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including including, without limitation, any liability under Title IV of ERISA, that which would individually or in the aggregate have a Material Adverse Effect on the Company.. Except as set forth in Section 2.11(a) of the Company Disclosure Schedule or as would not reasonably be expected to have a Material Adverse Effect on the Company, (i) all payments required to be made by or under any Employee Plan, any related trusts or any collective bargaining agreement have been made or are being processed in accordance with normal operating procedures, and all amounts required to be reflected in the Company's financial statements have been properly accrued to date as liabilities under or with respect to each Employee Plan, (ii) the Company has performed all obligations required to be performed by it under any Employee Plan, (iii) each Employee Plan has been administered in compliance with its terms and the requirements of applicable law,

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all Each employee benefit plans (as defined in plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonusstock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance compensation and all other similar fringe or employee benefit plans, programs programs, policies or arrangements and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Companyagreements, any trade or business (whether or not incorporatedsubject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise) maintained by Seller (including for purposes of this Section 3.13, all employers that is would be treated, together with Seller, as a member of a controlled group including the Company or that is under common control with the Company single employer within the meaning of Section 414 414(b) and (c) of the Internal Revenue Code (an "ERISA Affiliate ")of 1986, as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection amended (the "IRS with Code")) or to which Seller contributes or has current or contingent liability (collectively, the Company or "Employee Benefit Plans") is listed on Schedule XII annexed hereto and made a part hereof. Seller does not contribute and has not contributed during the past six years to any "multiemployer plan" within the meaning of its subsidiaries could be Section 4001(a)(3) of ERISA, and Seller is not subject to any withdrawal liability under Title IV of ERISA with respect to any such plan. No Employee Benefit Plan is subject to Title IV of ERISA or Section 412 of the terms of any Employee Plans, ERISA, the Code or any other applicable law, including Code. Seller has not incurred and does not reasonably expect to incur any liability under Title IV of ERISA. No Employee Benefit Plan provides for post-employment or post-retirement health or medical or life insurance benefits for retired or former employees of Seller or its affiliates, except as required to avoid excise tax under Section 4980B of the Code. Except as set forth on Schedule XII: (i) each Employee Benefit Plan is in substantial compliance with applicable law and has been administered and operated in all material respects in accordance with its terms; (ii) each Employee Benefit Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service and, to the knowledge of Seller, no event has occurred and no condition exists which would result in the revocation of any such determination; (iii) neither Seller, nor any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Benefit Plan that would have result in the imposition of a Material Adverse Effect material penalty pursuant to Section 502(i) of ERISA or a material tax pursuant to Section 4975 of the Code and no event has occurred and no condition exists that would otherwise subject Seller to any material excise tax, penalty, fine or lien imposed by ERISA or the Code with respect to an Employee Benefit Plan; and (iv) no claim, action or litigation, has been made, commenced or, to the knowledge of Seller, threatened with respect to any Employee Benefit Plan (other than routine claims for benefits payable in the ordinary course, and appeals of denied such claims). Except as provided by or under the agreements and arrangements described on Schedules XII and XIII, the Companyexecution of this Agreement and the consummation of the transactions contemplated hereby will not result in any material payment to or accelerate the vesting of benefits of any employee of Seller under any Employee Benefit Plan or other plan, policy or agreement of Seller. With respect to each Employee Benefit Plan, Seller has delivered or made available for review to Buyer or its counsel a true and complete copy of, to the extent applicable: (a) the plan document (including any amendments thereto) and any related trust agreement or other funding instrument, (b) the most recent Internal Revenue Service determination letter, (c) the summary plan description and (d) the annual report most recently filed on Internal Revenue Service Form 5500-series.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule Letter lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), to the extent that the Company or any ERISA Affiliate currently has or will incur liability for payments or benefits thereunder, as well asas 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 . The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur documents and instruments governing each such Employee Plan. No Employee Plan is subject to Title IV of ERISA or Section 412 of the Code. Except for non-compliances that, individually or in the aggregate would not result in any loss, expense, charge, assessment, levy, fine or other liability being imposed upon or incurred by the Company or any ERISA Affiliate exceeding Two Hundred Thousand Dollars ($200,000) and that have not resulted in, and could not reasonably be expected to result in disqualification of any Employee Plan: (i) neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any such Employee Plan, (ii) each Employee Plan has been maintained in all respects, by its terms and in operation, in accordance with ERISA and the Code, and (iii) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS or has remaining a period of time under applicable United States Department of Treasury Regulations or IRS pronouncements in which to receive such a determination. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), respectively. With respect to any Employee Plan, (i) neither the Company, nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the documents Code and Section 5000 of the Code, or for penalties under ERISA Section foregoing that are instruments 4069 502(c), (if such required to be governing each plan has been i) or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISAl). No event available to has occurred and, Parent a copy of nor, to the knowledge (i) the most of the Company, recent annual is there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or a basis for any of its subsidiaries could be subject to any liability under the terms of any Employee Planssuch claim, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.and

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule Letter lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements agreements, written or otherwise otherwise, maintained, contributed to or required to be maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), as well asas 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 . The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an is required; (ii) the documents and instruments governing each such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA); (iii) all trust documents and custodial agreements relating to each Employee Plan, (iv) the current summary plan description and each summary of material modifications relating to each Employee Plan; (v) the most recent IRS determination letter received with respect to each Employee Plan intended to qualify for favorable tax treatment under Section 401(a) of the Code; (vi) all insurance contracts, investment management or advisory agreements, audit reports, relating to each Employee Plan; and (vii) all material correspondence with any Governmental Entity relating to each Employee Plan. No Employee Plan is subject to Title IV of ERISA remaining or Section 412 of the Code, and neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to any such Employee Plan. Each Employee Plan has been maintained in all material respects, by its terms and in operation, in accordance with ERISA, the Code and other applicable law, and there has been no material violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS, and since the date of each most recent determination, there has been no event, condition or circumstance that has adversely affected or could reasonably be expected to adversely affect such qualified status. No Employee Plan has participated in, engaged in or been a party to any transaction that is required prohibited under Section 4975 of the Code or Section 406 of ERISA and Affiliate could obligations not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively. With respect to any Employee Plan, (i) neither the Company, nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) or (l), nor, to the knowledge of the Company, is there a basis for any such claim, and (ii) the incur liability any no officer, director or employee of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan Company has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws committed a material breach of any those referred to 4212(cfiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred andpending or, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition threatened, involving any Employee Plan by any person, or set by the Internal IRS, the United States Department of circumstances Revenue Service in connection (the "IRS with which Labor or any other Governmental Entity against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section Schedule 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), ) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or employment, executive compensation or severance agreements agreements, written or otherwise otherwise, maintained or contributed to to, for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that which is a member of a controlled group including the Company or that which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate Affiliate"), ) as well asas 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 ") for each each plan with Employee Plans disclosed respect to which former agreements under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could material obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each disclosed Employee Plan where such report is required, (ii) the documents and instruments governing each such Employee Plan (other than those referred to in Section 4(b)(4) of ERISA) and (iii) the summary plan description for each Employee Plan which is subject to ERISA. Except as set forth in Schedule 2.11(a), no event has occurred and, to the knowledge of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including including, without limitation, any liability under Title IV of ERISA, that which would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Schedule 3.9 sets forth a true and complete list of all collective bargaining agreements, employment, consulting, severance, deferred compensation and non-competition agreements, executive compensation plans, stock purchase, stock award and stock option plans and agreements, restricted stock awards, bonus and incentive plans, directors fee arrangements, both tax qualified and non-qualified and statutory and non-statutory employee pension plans, employee profit sharing plans, 401(k) savings plans, multiemployer plans, employee welfare plans, group life insurance, hospitalization insurance and other similar plans or arrangements (either written or oral but only to the extent an oral plan provides material benefits) providing for benefits to any employees, consultants or directors of the Company or affiliates of the Company. With respect to the employee benefit plans, stock option plans, restricted stock award programs and other programs and arrangements maintained or contributed to by the Company (the "Company Plans"), except as specifically set forth on SCHEDULE 3.9: (i) each Company Plan intended to be qualified under Section 2.11(a401(a) of the Company Disclosure Schedule lists Internal Revenue Code of 1986, as of amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has occurred since the date hereof of such letter that could reasonably be expected to affect the qualified status of such Company Plan, (ii) each Company Plan has been operated in all employee benefit plans material respects in accordance with its terms and the requirements of applicable law; (as defined in Section 3(3iii) the Company has not incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), in connection with the termination of, or withdrawal from, any Company Plan or other retirement plan or arrangement, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, no fact or disability insurance, dependent care, severance 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 maintained or contributed event exists that could reasonably be expected to for the benefit of or relating give rise to any employee or former employee liability. Except as set forth on SCHEDULE 3.9, the aggregate accumulated benefit obligations of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the each Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on ERISA (as of the Companydate of the most recent actuarial valuation prepared for such Company Plan) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation).

Employee Benefit Plans; Labor Matters. (a) Schedule 3.9 sets forth a true and complete list of all collective bargaining agreements, employment, consulting, severance, deferred compensation and non-competition agreements, executive compensation plans, stock purchase, stock award and stock option plans and agreements, restricted stock awards, bonus and incentive plans, directors fee arrangements, both tax qualified and non-qualified and statutory and non-statutory employee pension plans, employee profit sharing plans, 401(k) savings plans, multiemployer plans, employee welfare plans, group life insurance, hospitalization insurance and other similar plans or arrangements (either written or oral but only to the extent an oral plan provides material benefits) providing for benefits to any employees, consultants or directors of the Company or any Subsidiaries or affiliates of the Company. With respect to the employee benefit plans, stock option plans, restricted stock award programs and other programs and arrangements maintained or contributed to by the Company or any of its Subsidiaries (the "Company Plans"), except as specifically set forth on Schedule 3.9: (i) each Company Plan intended to be qualified under Section 2.11(a401(a) of the Company Disclosure Schedule lists Internal Revenue Code of 1986, as of amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has occurred since the date hereof of such letter that could reasonably be expected to affect the qualified status of such Company Plan, (ii) each Company Plan has been operated in all employee benefit plans material respects in accordance with its terms and the requirements of applicable law; (as defined in Section 3(3iii) neither the Company nor any of its Subsidiaries has incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), in connection with the termination of, or withdrawal from, any Company Plan or other retirement plan or arrangement, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, no fact or disability insurance, dependent care, severance and other similar fringe event exists that could reasonably be expected to give rise to any liability. No benefit plan that is a group health plan provides or employee benefit plans, programs is required to provide post employment or arrangements and post retirement medical or health benefits to any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under Subsidiaries other than medical continuation requirements mandated by the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyCode.

Employee Benefit Plans; Labor Matters. (a) Section SECTION 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), ) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), as well asas each plan with respect to which 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 (collectively, the "EMPLOYEE PLANS"), excluding former agreements under which Company has no remaining obligations and any of the foregoing that are required to be maintained by Company under the laws of any foreign jurisdiction. Additionally, SCHEDULE 2.11(a) of the Company Disclosure Schedule lists all Company Stock Options and Purchase Rights issued and outstanding under any Company Plan, including the exercise price, vesting schedule and expiration date of such Company Stock Options and Purchase Rights. Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to to, any liability under the terms of any Employee Plans, ERISA, the Internal Revenue Code of 1986, as amended (the "CODE"), or any other applicable law, including including, without limitation, any liability under Title IV of ERISA, that which would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule Letter lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "“ERISA Affiliate”), to the extent that the Company or any ERISA Affiliate ")currently has or may incur liability for payments or benefits thereunder, as well as"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 ". The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the “IRS”) for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including where applicable, without limitation, the plan document, summary plan description or other summary, most recent actuarial report, and trust or other funding arrangement). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Section foregoing that are instruments 4069 Code. Neither the Company nor any ERISA Affiliate has incurred any material liability (if such required contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder); each Employee Plan has been maintained in all material respects in accordance with its terms and with ERISA and the Code; and there has been no material violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “party in interest” (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (i) neither the jurisdiction. The 4(b)(4Company, nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) of "Employee Plans Company has made ERISAor (l). No event available to has occurred and, Parent a copy of nor, to the knowledge (i) the most of the Company, recent annual is there currently report on Form exists a basis for any such claim, and (ii) no 5500 filed with condition officer, director or set employee of the Internal Company has committed a breach of circumstances Revenue Service in connection any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the "IRS with which knowledge of the Company, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other Governmental Entity against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate Affiliate"), as well asas 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 Employee Plans 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 has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(aSECTION 3.10(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), ) and all material bonus, stock stock, option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements arrangements, and any current or former employment or executive compensation or severance agreements written or otherwise maintained or contributed to for the benefit of by Company or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), for the benefit of or relating to any employee of Company or any employee of an ERISA Affiliate, as well asas each plan with respect to which 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 (collectively, the "EMPLOYEE PLANS"), excluding former agreements under which Company has no remaining obligations. Company has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to to, any liability under the terms of any Employee Plans other than the payment of benefits under the terms of such Employee Plans, ERISA, the Code or any other applicable law, including including, without limitation, any liability under Title IV of ERISA, ERISA that would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a3.11(a) of the Company Disclosure Schedule lists Letter lists, as of the date hereof hereof, all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, life or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, as well asas 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 . The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Code. Except as set forth in Section foregoing that are instruments 4069 3.11(a) of the Disclosure Letter: (if such required A) neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "party in interest" (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the jurisdiction. The 4(b)(4) Company nor any of "Employee Plans Company its ERISA Affiliates has made ERISAhad asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c). No event available to has occurred and, Parent a copy of to the knowledge (i) or (l), nor, to the most Company's knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company's knowledge, recent annual there currently report on Form exists no 5500 filed with condition threatened, involving any Employee Plan by any person, or set by the Internal IRS, the United States Department of circumstances Revenue Service in connection (the "IRS with which Labor or any other Governmental Entity, against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate Affiliate"), as well asas 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 Employee Plans 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 has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). Each Employee Plan has been maintained in all respects, by its terms and in operation, in accordance with ERISA and the Code, and there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS, and since the date of each most recent determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No event available Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively. With respect to any Employee Plan, (i) neither the Company, nor any of its ERISA Affiliates has occurred andhad asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, Parent a copy of or for penalties under ERISA Section 502(c), (i) or (l), nor, to the knowledge (i) the most of the Company, recent annual is there currently report on Form exists a basis for any such claim, and (ii) no 5500 filed with condition officer, director or set employee of the Internal Company has committed a material breach of circumstances Revenue Service in connection (any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding pending or, to the "IRS with which knowledge of the Company, threatened, involving any Benefit Plan by any Person, or by the IRS, the United States Department of Labor or any other Governmental Entity against such Benefit Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule Letter lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, as well asas 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 . The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including where applicable, without limitation, the plan document, summary plan description or other summary, most recent actuarial report, and trust or other funding arrangement). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Section foregoing that are instruments 4069 Code. Neither the Company nor any ERISA Affiliate has incurred any material liability (if such required contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder); each Employee Plan has been maintained in all material respects in accordance with its terms and with ERISA and the Code; and there has been no material violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "party in interest" (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (i) neither the jurisdiction. The 4(b)(4Company, nor any of its ERISA Affiliates has had asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c), (i) of "Employee Plans Company has made ERISAor (l). No event available to has occurred and, Parent a copy of nor, to the knowledge (i) the most of the Company, recent annual is there currently report on Form exists a basis for any such claim, and (ii) no 5500 filed with condition officer, director or set employee of the Internal Company has committed a breach of circumstances Revenue Service in connection any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the "IRS with which knowledge of the Company, threatened, involving any Employee Plan by any person, or by the IRS, the United States Department of Labor or any other Governmental Entity against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(aSchedule 4.10(a) contains a true and complete list of the Company Disclosure Schedule lists as of the date hereof all each "employee benefit plans plan" (as defined in Section within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)), and all bonusstock purchase, stock option, stock purchaseseverance, employment, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance compensation and all other similar fringe or employee benefit plans, agreements, programs or arrangements and policies, whether or not subject to ERISA (including any current funding mechanism therefor now in effect or former employment required in the future as a result of the transactions contemplated by this Agreement or executive compensation otherwise), oral or severance agreements written or otherwise maintained or contributed to for the benefit of or relating to under which any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is its subsidiaries has any present or future right to material benefits or under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or its subsidiaries has any material present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Company Plans". With respect to the Company Plans, except as set forth in Schedule 4.10(b) or the Current SEC Reports: (i) each Company Plan intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), has received a favorable determination letter from the Internal Revenue Service (the "IRS") that it is so qualified and nothing has occurred since the date of such letter that is reasonably likely to affect the qualified status of such Company Plan; (ii) each Company Plan has been operated in all material respects in accordance with its terms and the requirements of applicable law; (iii) neither the Company nor any of its subsidiaries could be subject to has incurred any direct or indirect liability under the terms under, arising out of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under by operation of Title IV of ERISA, in connection with the termination of, or withdrawal from, any Company Plan or other retirement plan or arrangement and no fact or event exists that is reasonably likely to give rise to any liability, except as would not, individually or in the aggregate, have a Material Adverse Effect on Effect. Except as set forth in Schedule 4.10(b) or the CompanyCurrent SEC Reports, the aggregate accumulated benefit obligations of each Company Plan subject to Title IV of ERISA (as of the date of the most recent actuarial valuation prepared for such Company Plan) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation).

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a3.11(a) of the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate Affiliate"), as well asas 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 Employee Plans 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 has made available to Parent a copy of (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all With respect to each employee benefit plans plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to at any employee or former employee of the Companytime by ARTK, any trade of its subsidiaries or business (whether any entity required to be aggregated with ARTK or not incorporated) that is a member any of a controlled group including the Company or that is under common control with the Company within the meaning of its subsidiaries pursuant to Section 414 of the Code Unitex Xxxxxx Xxxx (an xxxx, x "ERISA Affiliate XXXX Xxxloyee Plan"), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the CompanyARTK, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service exists in connection (the "IRS with which the Company ARTK or any of its subsidiaries could reasonably be expected to be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that which would have a Material Adverse Effect on ARTK. (b) (i) No ARTK Employee Plan is, or has been subject to, Title IV of ERISA or Section 412 of the Company.Unitex Xxxxxx Xxxx; xxx (xx) xxxx XXXK Employee Plan intended to qualify under Section 401(a) of the United States Code and each trust intended to qualify under Section 501(a) of the United States Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Section 3.11(c) of the ARTK Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any ARTK Stock Options, together with the number of ARTK Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Acquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the United States Code, and the expiration date of such option. Section 3.11(c) of the ARTK Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. ARTK has furnished ATECH with complete copies of the plans pursuant to which the ARTK Stock Options were issued. Other than the automatic vesting of ARTK Stock Options that may occur without any action on the part of ARTK or its officers or directors, ARTK has not taken any action that would result in any ARTK Stock Options that are unvested becoming vested in connection with, or as a result of, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) ARTK has made available to ATECH: (i) a description of the terms of employment and compensation arrangements of all officers of ARTK and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating ARTK to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of ARTK who have executed a non-competition agreement with ARTK and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance

Employee Benefit Plans; Labor Matters. (a) With respect to the employee benefit plans, programs, and arrangements maintained or contributed to by any Seller (the "Company Plans"), except as set forth in Section 2.11(a3.13(a) of the Company Disclosure Schedule lists Letter or in the Company Financial Statements and except as would not have a Company Material Adverse Effect, (i) each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service that it is so qualified and nothing has occurred since the date hereof of such letter that could reasonably be expected to affect the qualified status of such Company Plan; (ii) each Company Plan has been operated in all employee benefit plans material respects in accordance with its terms and the requirements of applicable law including, without limitation, timely compliance with all reporting, disclosure and notice requirements of the Code and ERISA as well as the prohibited transactions restrictions of the Code and ERISA; (as defined in Section 3(3iii) no Seller has incurred any direct or indirect liability under, arising out of, or by operation of Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), in connection with the termination of, or withdrawal from, any Company Plan or other retirement plan or arrangement, and no fact or event exists that could reasonably be expected to give rise to any such liability; (iv) all contributions required by law or by a collective bargaining or other agreement to be made under each Company Plan with respect to all periods through the Closing Date will have been made by such date; (v) no changes in contributions or benefit levels have been implemented, or negotiated (but not yet implemented), with respect to any Company Plan since the date for which the information in Section 3.13(a) of the Company Disclosure Letter has been provided; (vi) all premiums due the PBGC have been paid; and all bonus(vii) there are no pending or known threatened claims, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, lifelawsuits or arbitrations on behalf of any Company Plan, or disability insurance, dependent care, severance and other similar fringe or employee benefit plans, programs or arrangements and any current or former employment or executive compensation or severance agreements written beneficiary covered under any Company Plan or otherwise maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is which allege a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) violation of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including law or a breach of any fiduciary duties which might result in any liability under on the part of the Seller and/or any Seller Subsidiary, nor is there any basis for such claim. Except as set forth in Section 3.13(a) of the Company Disclosure Letter or in the Company Financial Statements, the aggregate accumulated benefit obligations of each Company Plan subject to Title IV of ERISA, that would have a Material Adverse Effect on ERISA (as of the Companydate hereof and as of the Closing Date) do not exceed the fair market value of the assets of such Company Plan (as of the date of such valuation).

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a2.11 (a) of the Company Disclosure Schedule lists as sets forth a true and complete list of the date hereof all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), ) and all bonus, stock stock, option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that which is a member of a controlled group including the Company or that which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate Affiliate"), as well asas 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 has delivered to Parent a copy of: (i) the most recent annual report on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any material liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including including, without limitation, any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of With respect to the Company Disclosure Schedule lists as of the date hereof all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, stock or other security option, stock or other security purchase, stock or other security appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance 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, which have ever been sponsored or maintained or entered into for the benefit of, or relating to, any present or former employee, manager, director, or consultant (or any a dependent or beneficiary of such present or former employee, manager, director or consultant) of the Company or any Subsidiary, whether or not such plan is terminated, maintained or contributed to by the Company or any of its Subsidiaries (the “Company Plans”), except as would not in the aggregate have a Material Adverse Effect: (i) each Company Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the “IRS”) that it is so qualified and, to the knowledge of the Company, nothing has occurred since the date of such letter that is reasonably likely to affect the qualified status of such Company Plan; and (ii) each Company Plan has been operated in all respects in accordance with its terms and the requirements of applicable law. Except as would not, together with any liabilities described in Sections 4.10(a)(i) and (ii), have a Material Adverse Effect, none of the Company, any of its Subsidiaries or any ERISA Affiliate (as defined below) has incurred any direct or indirect liability under, arising out of or by operation of Title IV of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"))”) and, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee knowledge of the Company, any trade no fact or business (whether or not incorporated) event exists that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect reasonably likely to which under which the Employee Plan the Company or Company has no where give rise to any such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms Subsidiaries. For purposes of any Employee Plansthis Agreement, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the Company.“

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all Each employee benefit plans (as defined in plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA")”), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries affiliates or by any trade or business, whether or not incorporated which together with the Company is treated as a single employer under Sections 414(b), 414(c) or 414(m) of the Code (an “ERISA Affiliate”) or to which the Company contributes (or has any obligation to contribute) or is a party is listed on Schedule 3.15(a), including, but not limited to, (i) the actuarial report for such employee benefit plan (if applicable) for each of the last two years, (ii) the most recent determination letter from the Internal Revenue Service of the United States (if applicable) for such employee benefit plan, and (iii) any pending or proposed amendments to any such employee benefit plans (collectively, the “Employee Benefit Plans”). Each To the knowledge of the Company. each Employee Benefit Plan is in substantive compliance with applicable law and has been administered and operated in all material respects in accordance with its terms. Each Employee Benefit Plan which is intended to be “qualified,” within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service and, to the knowledge of the Company or an ERISA Affiliate, no event has occurred and no condition exists which could reasonably be expected to adversely affect the qualified status of such plan. Neither the company, nor, to the knowledge of the Company or an ERISA Affiliate, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Benefit Plan that violates Section 406 or 407 of ERISA or that could reasonably be expected to result in the imposition on the Company of a penalty pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code. No claim or action has been made or commenced or, to the knowledge of the Company or an ERISA Affiliate, threatened, with respect to any Employee Benefit Plan (other than routine claims for benefits payable in the ordinary course, and appeals of denied such claims). With respect to each Employee Benefit Plan which Neither the Company nor any ERISA Affiliate contributes (or has any obligation to contribute to) and “employee pension benefit plan” (as defined in Section 3(2) of ERISA) that is subject to any liability under the terms Title IV of any Employee Plans, ERISA, the Code or any other applicable lawpresent value of accrued benefits under such Employee Benefit Plan, including any based upon the actuarial assumptions used for funding purposes in the most recent actuarial report prepared by such Employee Benefit Plan’s actuary with respect to such Employee Benefit Plan, did not, as of its latest valuation date, exceed the then current value of the assets of such Employee Benefit Plan allocable to such accrued benefits. No material liability under Title IV of ERISA, that would have a Material Adverse Effect on ERISA has been incurred by the Company, its subsidiaries or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company, the affiliates or any ERISA Affiliate of incurring a material liability thereunder. All contributions or other amounts payable by the Company or its affiliates as of the Closing Date with respect to each Employee Benefit Plan in respect of current or prior plan years have been paid or accrued in accordance with GAAP and or Section 412 of the Code.

Employee Benefit Plans; Labor Matters. Except as set forth on Schedule 3.10 annexed hereto and except for matters which do not, taken as a whole, have a material adverse effect on the Newspaper Business, (a) Section 2.11(a) Seller is not a party to any Employee Benefit Plan relating to employees of the Company Disclosure Schedule lists Newspaper which Plan will survive the Closing and constitute or create Assumed Liabilities; (b) neither Seller nor any Affiliate of Seller has in effect or has any current obligation to establish or contribute to, any plan, fund or program covered by ERISA, nor has any trust under any such plan incurred any "accumulated funding deficiency" as of the date hereof all employee benefit plans (as such term is defined in Section 3(3302 of ERISA, nor has any trust under any such plan of which Seller or any Affiliate of Seller is a "sponsor" (as such term in defined in Section 3(16)(B) of ERISA) incurred any "accumulated funding deficiency" as such term is defined in Section 302 of ERISA and Section 412 of the Employee Retirement Income Security Act Internal Revenue Code of 19741954, as amended (the "ERISACode")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business ) (whether or not incorporatedwaived), since the effective date of such Sections 302 and 412; (c) that Seller is not a member of a controlled group including party to any employment agreement or collective bargaining agreement relating to the Company Newspaper, Seller is not in default under any such agreement, to Seller's actual knowledge no default by the other contracting parties has occurred thereunder and no event, occurrence or that is under common control condition exists which, with the Company within lapse or time, the meaning giving of Section 414 notice, or both, or the happening of any further event or condition, would become a default by Seller thereunder, and a true and complete copy of each such agreement has been delivered by Seller to Purchaser as of the Code Agreement Date; (an "ERISA d) each Employee Benefit Plan maintained by Seller or any Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect which provides benefits to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any employees of the documents Newspaper complies in all material respects with and under Section foregoing that are instruments 4069 (if such required to be governing each plan is and has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws operated in substantial compliance with each applicable provision of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any and all other applicable lawfederal statutes, including regulations, and rules promulgated pursuant thereto or in connection therewith; (e) as of the Agreement Date, neither Seller nor any Affiliate has incurred any liability under with respect to the Pension Benefit Guaranty Corporation ("PBIC") as a result of the voluntary or involuntary termination of any employee pension benefit plan pertaining to employees of the Newspaper which is subject to Title IV of ERISA, that would nor is there currently any active filing by Seller or any Affiliate with the PBGC relating to any such employee benefit plan; (f) neither Seller nor any Affiliate currently maintains or is obligated to contribute to, nor in the past maintained or contributed to, any multiemployer plan, as defined in ERISA, pertaining to employers of the Newspaper, nor has Seller nor any Affiliate suffered a complete or partial withdrawal, as such terms are defined in ERISA, with respect to any such plan; and (g) the audited financial statements for the Daily News Pension Plan attached to Schedule 3.10 to this Agreement fairly present the net assets available for benefits, the changes in net assets available for benefits and the accumulated plan benefits, as of the dates and for the periods reflected therein, in accordance with generally accepted accounting principles consistently applied and since the date of those financial statements, to Seller's actual knowledge no event has occurred which has caused, or with the passage of time is likely to cause, any material change in (i) the value of the assets or benefits therein reflected as of such or (ii) the funding or contribution requirements for the Daily News Pension Plan's plan year commencing January 1, 1997, as reflected in the Towers Xxxxxx actuarial valuation report for the Daily News Pension Plan for the plan year commencing January 1, 1997 ("Towers Xxxxxx Report"). True and complete copies, as currently amended, of all material, operative documents pertaining to each Employee Benefit Plan described in Schedule 3.10 to this Agreement (e.g., the plan itself and any related trust, investment/management agreement, etc.), together with the most recent Form 5500 and the schedules thereto, the most recent IRS determination letter, the most recent summary plan description for each such Plan, and the Towers Xxxxxx Report have a Material Adverse Effect on been furnished by Seller to Purchaser prior to or concurrently with the Companyexecution of this Agreement.

Employee Benefit Plans; Labor Matters. (a) For purposes of this Section 2.11(a2.10, a Subsidiary of the Company shall be deemed to also include each corporation, trade, business, or entity under common control with the Company, within the meaning of Section 414(b), (c), (m) or (o) of the Company Disclosure Schedule lists Internal Revenue Code of 1986, as of amended (the date hereof all employee benefit plans (as defined in “Code”), or Section 3(3) 4001 of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)). Schedule 2.10(a) of the Company Disclosure Schedule sets forth as of the date hereof an accurate and complete list of each employee benefit plan, program, arrangement and contract (including, without limitation, any “employee benefit plan”, as defined in Section 3(3) of ERISA, each employee benefit plan concerning pension payments, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance and other similar fringe or any employee benefit plans, programs such as Foreign Plans, that are not subject to the provisions of ERISA), and each sick leave program, severance program, retention program, referral incentive, personnel policy, stock option plan, bonus plan or arrangements arrangement, incentive award plan or arrangement, vacation policy, compensation or deferred compensation plan, policy, agreement or arrangement, and any current or former employment or executive compensation or severance agreements written supplemental income arrangement, and any other policy or otherwise program which may provide for payment or other benefits to employees of the Company or any Subsidiary, including all amendments thereto, sponsored, maintained or contributed to for the benefit of or relating to any employee or former employee of the Company, any trade or business (whether or not incorporated) that is a member of a controlled group including by the Company or that is under common control any of its Subsidiaries, or with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate "), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the Company, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service in connection (the "IRS with which the Company or any of its subsidiaries Subsidiaries has or could be subject to any liability incur liability, including without limitation, under the terms Section 4069, 4212(c) or 4204 of any Employee Plans, ERISA, whether or not such plan, program, arrangement or contract has been terminated prior to the Code date of this Agreement (the “Benefit Plans”). The Company has provided to Buyer a true and correct copy of (i) the most recent annual or any other applicable lawreport (including, without limitation, Form 5500) filed with the Pension and Welfare Benefits Administration or other Governmental Authority with respect to each Benefit Plan for which such reporting requirement exists, (ii) each Benefit Plan, including any liability under amendments thereto, (iii) each trust agreement, insurance contract and other funding agreement relating to each Benefit Plan, (iv) the most recent summary plan description for each Benefit Plan for which a summary plan description is required, including any summary of material modifications, (v) the most recent actuarial report or valuation relating to each Benefit Plan subject to Title IV of ERISAERISA and each other Benefit Plan that is a funded scheme (meaning a scheme in or under which resources are set aside in advance relating to the intended or promised benefits), that would have a Material Adverse Effect on and (vi) the Companymost recent determination letter, if any, issued by the Internal Revenue Service (“IRS”) with respect to any Benefit Plan intended to be qualified under Section 401 of the Code.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a3.11(a) of the Company Disclosure Schedule lists Letter lists, as of the date hereof hereof, all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”)), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, life or disability insurance, dependent care, severance 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 maintained or contributed to currently, or within the past five years, for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "“ERISA Affiliate”), to the extent that the Company or any ERISA Affiliate ")currently has or may incur liability for payments or benefits thereunder, as well as"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 ". The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the “IRS”) for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Code. Except as set forth in Section foregoing that are instruments 4069 3.11(a) of the Disclosure Letter: (if such required A) neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “party in interest” (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or Table of Contents individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the jurisdiction. The 4(b)(4) Company nor any of "Employee Plans Company its ERISA Affiliates has made ERISAhad asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c). No event available to has occurred and, Parent a copy of to the knowledge (i) or (l), nor, to the most Company’s knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company’s knowledge, recent annual there currently report on Form exists no 5500 filed with condition threatened, involving any Employee Plan by any person, or set by the Internal IRS, the United States Department of circumstances Revenue Service in connection (the "IRS with which Labor or any other Governmental Entity, against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a3.11(a) of the Company Disclosure Schedule lists Letter lists, as of the date hereof hereof, all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, life or disability insurance, dependent care, severance 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 maintained or contributed to currently, or within the past five years, for the benefit of or relating to any employee or former employee of the Company, Company or any trade or business (whether or not incorporated) that is a member of a controlled group including the Company or that is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate AFFILIATE"), to the extent that the Company or any ERISA Affiliate currently has or may incur liability for payments or benefits thereunder, as well asas 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 . The Company has made available to Parent a copy of (i) the two (2) most recent annual reports on Form 5500 filed with the Internal Revenue Service (the "IRS") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any documents and instruments governing each such Employee Plan (including, without limitation, the plan document, summary plan description or other summary, most recent actuarial report and trust or other funding arrangement, where applicable). No Employee Plan is subject to Title IV of ERISA or Section 412 of the documents and under Code. Except as set forth in Section foregoing that are instruments 4069 3.11(a) of the Disclosure Letter: (if such required A) neither the Company nor any ERISA Affiliate has incurred any liability (contingent or otherwise) with respect to be governing each plan has been or maintained by the any such Employee were terminated) Company under the Plan (other than with respect to contributions required thereunder), (B) each Employee Plan has been maintained in all respects in accordance with its terms and each Employee Plan subject to ERISA and the Code has been maintained in all respects in accordance with ERISA and the Code and (C) there has been no violation of any reporting or disclosure requirement imposed by ERISA or the Code. Each Employee Plan intended to be qualified under Section 401(a) of the Code, and each trust intended to be exempt under Section 501(a) of the Code, has been determined to be so qualified or exempt by the IRS. For each Employee Plan which has received such a determination, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No "party in interest" (as defined on Section 3(14) of ERISA) of any Employee Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section laws of any those referred to 4212(c) 406 of ERISA foreign in and not exempt under Section 4975 of the Code or Section 408 of ERISA (together or any administrative class or individual exemption issued thereunder), respectively. With respect to any Employee Plan, (1) neither the jurisdiction. The 4(b)(4) Company nor any of "Employee Plans Company its ERISA Affiliates has made ERISAhad asserted against it any claim for taxes under Chapter 43 of Subtitle D of the Code and Section 5000 of the Code, or for penalties under ERISA Section 502(c). No event available to has occurred and, Parent a copy of to the knowledge (i) or (l), nor, to the most Company's knowledge, is there a basis for any such claim and (2) no officer, director or employee of the Company has committed a breach of any fiduciary responsibility or obligation imposed by Title I of ERISA. Other than routine claims for benefits, there is no claim or proceeding (including any audit or investigation) pending or, to the Company's knowledge, recent annual there currently report on Form exists no 5500 filed with condition threatened, involving any Employee Plan by any person, or set by the Internal IRS, the United States Department of circumstances Revenue Service in connection (the "IRS with which Labor or any other Governmental Entity, against such Employee Plan or the Company or any of its subsidiaries could be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that would have a Material Adverse Effect on the CompanyERISA Affiliate.

Employee Benefit Plans; Labor Matters. (a) Section 2.11(a) of the Company Disclosure Schedule lists as of the date hereof all With respect to each employee benefit plans plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, health, life, or disability insurance, dependent care, severance 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 maintained or contributed to for the benefit of or relating to at any employee or former employee of the Companytime by ARTK, any trade of its subsidiaries or business (whether any entity required to be aggregated with ARTK or not incorporated) that is a member any of a controlled group including the Company or that is under common control with the Company within the meaning of its subsidiaries pursuant to Section 414 of the Code Unitex Xxxxxx Xxxx (an xxxx, x "ERISA Affiliate XXXX Xxxloyee Plan"), as well as"), excluding ") for each each plan with Employee Plans disclosed respect to which under which the Employee Plan the Company or Company has no where such report an ERISA remaining is required and Affiliate could obligations and (ii) the incur liability any of the documents and under Section foregoing that are instruments 4069 (if such required to be governing each plan has been or maintained by the such Employee were terminated) Company under the Plan (other than or Section laws of any those referred to 4212(c) of ERISA foreign in Section (together the jurisdiction. The 4(b)(4) of "Employee Plans Company has made ERISA). No event available to has occurred and, Parent a copy of to the knowledge (i) the most of the CompanyARTK, recent annual there currently report on Form exists no 5500 filed with condition or set the Internal of circumstances Revenue Service exists in connection (the "IRS with which the Company ARTK or any of its subsidiaries could reasonably be expected to be subject to any liability under the terms of any Employee Plans, ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA, that which would have a Material Adverse Effect on ARTK. (b) (i) No ARTK Employee Plan is, or has been subject to, Title IV of ERISA or Section 412 of the CompanyUnitex Xxxxxx Xxxx; xxx (xx) xxxx XXXK Employee Plan intended to qualify under Section 401(a) of the United States Code and each trust intended to qualify under Section 501(a) of the United States Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination. (c) Section 3.11(c) of the ARTK Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any ARTK Stock Options, together with the number of ARTK Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Acquisition), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the United States Code, and the expiration date of such option. Section 3.11(c) of the ARTK Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. ARTK has furnished ATECH with complete copies of the plans pursuant to which the ARTK Stock Options were issued. Other than the automatic vesting of ARTK Stock Options that may occur without any action on the part of ARTK or its officers or directors, ARTK has not taken any action that would result in any ARTK Stock Options that are unvested becoming vested in connection with, or as a result of, the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) ARTK has made available to ATECH: (i) a description of the terms of employment and compensation arrangements of all officers of ARTK and a copy of each such agreement currently in effect; (ii) copies of all agreements with consultants who are individuals obligating ARTK to make annual cash payments in an amount exceeding $60,000; (iii) a schedule listing all officers of ARTK who have executed a non-competition agreement with ARTK and a copy of each such agreement currently in effect; (iv) copies (or descriptions) of all severance agreements, programs and policies of ARTK with, or relating to, its employees, except programs and policies required to be maintained by law; and (v) copies of all plans, programs, agreements and other arrangements of the ARTK with, or relating to, its employees which contain change in control provisions.