Common use of Schedule 4 Clause in Contracts

Schedule 4. 16(a) hereto contains a list of all Benefit Plans and a brief description of each, which among things, identifies each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (“Pension Plan”), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) as such. The Company has made available to Lufkin true, complete and correct copies (to the extent applicable to the Company) of (i) each Benefit Plan, including, without limitation, participating employer agreements (or, in the case of any unwritten Benefit Plans, descriptions thereof); (ii) the five annual reports on Form 5500 most recently filed with the IRS and the related summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required); (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical information; (iv) the most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA or other applicable law; (v) all summary plan descriptions for each Benefit Plan for which a summary plan description is required by ERISA or other applicable Law and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each trust agreement relating to any Benefit Plan; (vii) all applications, including all attachments, submitted to the IRS by the Company for IRS determination letters or rulings with respect to Benefit Plans and the IRS determination letters or rulings issued as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of required forms, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits under a Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l) of the Code or the regulations thereunder that have occurred within the last six years prior to the Closing Date; (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employee.

Schedule 4. 16(a) hereto contains 16 sets forth a true and complete list of all Benefit Plans and a brief description of each, which among things, identifies (i) each “employee pension benefit plan” (as defined in Section 3(2) of ERISA, (ii) (“Pension Plan”), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA, and (iii) each employment consulting, engagement, retainer or golden parachute agreement or arrangement, employment bonus or other incentive compensation, stock option, stock purchase, stock or other equity-related award, restricted stock, phantom stock, deferred compensation, profit-sharing, severance pay, change in control, retention, salary continuation, sick leave, vacation pay, leave of absence, paid time off, loan, educational assistance, legal assistance, and other material fringe benefit plan, program, agreement or arrangement, in each case which is sponsored, maintained or contributed to by the Seller or any ERISA Affiliate, or under which Seller or any ERISA Affiliate otherwise has liability, for the benefit of any current or former employee or director of the Seller (and any eligible dependent and beneficiary thereof) (collectively, the “Welfare Employee Benefit Plans”). Except as set forth on a separate Schedule 4.16.1, neither Seller nor any ERISA Affiliate has outstanding or is a party to or subject to any liability under any agreement, arrangement, plan or policy subject to or entitled to grandfathered treatment under Code Section 409A and the regulations and other guidance issued thereunder. With respect to each Employee Benefit Plan”) as such. The Company has , complete and accurate copies of the following documents (if applicable), to the extent requested by Buyer, have been made available to Lufkin true, complete and correct copies (Buyer or its counsel or have been offered to the extent applicable to the Company) of be so made available: (i) each the most recent plan document constituting the Employee Benefit PlanPlan and all amendments thereto, including, without limitation, participating employer agreements (or, in the case of and any unwritten Benefit Plans, descriptions thereof)related trust documents; (ii) the five annual reports on Form 5500 most recently filed with the IRS recent summary plan description and the all related summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required)summaries of material modifications; (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical informationthe Form 5500 and attached schedules filed with the Internal Revenue Service (“IRS”) for the past three (3) plan years; (iv) the most recent actuarial report financial statements for each Benefit Plan for which an actuarial report is required by ERISA or other applicable lawthe past three (3) fiscal years; (v) all summary plan descriptions for each Benefit Plan for which a summary plan description is required by ERISA or other applicable Law the most recent IRS determination letter; and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each all trust agreement relating agreements, plan contracts with service providers or with insurers providing benefits to any Benefit Plan; (vii) all applications, including all attachments, submitted to the IRS by the Company participants or liability insurance for IRS determination letters fiduciaries or rulings with respect to Benefit Plans and the IRS determination letters or rulings issued bonding. Except as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of required forms, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits under a Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l) of the Code or the regulations thereunder that have occurred within the last six years prior to the Closing Date; (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job descriptionset forth on Schedule 4.16.1, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises Seller has no unwritten or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employeeundocumented Employee Benefit Plans.

Schedule 4. 16(a10(a) hereto contains sets forth a complete list of all Benefit Plans and a brief description of each, which among things, identifies each “employee pension benefit plan” (as defined in Section 3(23(3) of ERISA) the Employee Retirement Income Security Act of 1974 (“Pension PlanERISA”), and each any other material plan, policy or program providing compensation or other benefits to any current or former director, officer or employee, which are maintained, sponsored or contributed to by any Acquired Entity or with respect to which any Acquired Entity has any Liability (each, a “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Company Benefit Plan”) as such). The Company has made available Sellers have Made Available to Lufkin Purchaser true, correct and complete and correct copies (of the following documents with respect to each Company Benefit Plan, to the extent applicable to the Company) of applicable: (i) each Benefit Plan, including, without limitation, participating employer agreements (or, in the case of any unwritten Benefit Plans, descriptions thereof)most recent plan documents and all amendments thereto; (ii) the five annual reports on Form 5500 most recently filed with the IRS and the related recent summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required)plan description; (iii) the most recent trust instruments, insurance contracts and contracts with third party administrators and all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical informationamendments thereto; (iv) the Form 5500 filed for the three (3) most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA or other applicable lawplan years; (v) all summary the audited financial statements for the three (3) most recent plan descriptions for each Benefit Plan for which a summary plan description is required by ERISA or other applicable Law years; and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each trust agreement relating to any the most recent determination letter or opinion letter issued by the Internal Revenue Service. (i) Each Company Benefit PlanPlan has been established, operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code; (viiii) all applications, including all attachments, submitted contributions required to the IRS by the Company for IRS determination letters or rulings be made with respect to the Company Benefit Plans and Plan on or before the IRS determination letters or rulings issued as a result of such applications, date hereof have been made and all other material correspondence for Liabilities in respect of each Company Benefit Plan as of the last six consecutive years prior date hereof have been accrued and reflected in the applicable Acquired Entity’s financial statements to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of extent required forms, or pending, contemplated by GAAP; and announced plan audits; (viiiiii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits under a each Company Benefit Plan which is intended to be qualified within the meaning of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l401(a) of the Code (A) has received a favorable determination or opinion letter as to its qualification, (B) has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the regulations thereunder that have occurred within the last six years prior plan sponsor and is valid as to the Closing Date; adopting employer, or (xiC) copies of has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter. Each Acquired Entity is, and since January 1, 2019 has been, in compliance in all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises or understandings respects with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employeeAffordable Care Act.

Schedule 4. 16(a10(a) hereto contains a true, correct and complete list of all Benefit Plans Seller Registered Intellectual Property that includes (i) the jurisdictions in which such item of Seller Registered Intellectual Property has been registered or filed, the applicable registration or serial number, date of filing, identifying information such as title or ▇▇▇▇, and a brief description status; and (ii) each product or service identified in Schedule 4.10(c) that embodies, utilizes or is based upon or derived from (or, with respect to products and services under development that is expected to embody, utilize or be based upon or derived from) such item of eachSeller Registered Intellectual Property. All Seller Registered Intellectual Property (other than applications therefore) is valid, which subsisting and enforceable, and all necessary application, registration, maintenance and renewal fees currently due in connection with all Seller Registered Intellectual Property have been made and all necessary documents, recordations and certifications in connection with all Seller Registered Intellectual Property have been filed with the relevant Governmental Authorities for the purpose of maintaining and recording title for such Seller Registered Intellectual Property. Seller has not licensed any trademarks, service marks, or other source identifiers included among thingsthe Seller Registered Intellectual Property to any third party. Without limiting the generality of the foregoing: (i) all Seller Registered Intellectual Property owned or purported to be owned by Seller is and at all times has been in compliance with all Laws, and all filings, payments and other actions required to be made or taken to maintain such item of Seller Registered Intellectual Property in full force and effect have been made by the applicable deadline and for payments, at the correct rates; (ii) Schedule 4.10(a)(ii) accurately identifies each “employee pension benefit plan” filing, payment or action that is due or must be made or taken on or before the date that is sixty (as defined 60) days after the date hereof in Section 3(2order to maintain each such item of Seller Registered Intellectual Property in full force and effect; (iii) of ERISA) (“Pension Plan”), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) as such. The Company Seller has made available to Lufkin true, Buyer complete and correct accurate copies (to the extent applicable to the Company) of (i) each Benefit Planall material: applications, includingfilings, without limitation, participating employer agreements (or, in the case of any unwritten Benefit Plans, descriptions thereof); (ii) the five annual reports on Form 5500 most recently filed with the IRS correspondence and the other material documents related summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required)item of Seller Registered Intellectual Property; (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical information; and (iv) the most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA no interference, opposition, reissue, reexamination, review or other applicable law; (v) all summary plan descriptions for each Benefit Plan for Proceeding of any nature is or has been pending or, to Seller’s Knowledge, threatened, in which a summary plan description the scope, validity or enforceability of any Seller Registered Intellectual Property or any Intellectual Property embodied therein is required by ERISA being, has been or other applicable Law and each summary of material modifications prepared, as required by ERISA could reasonably be expected to be contested or other applicable law; (vi) each trust agreement relating to any Benefit Plan; (vii) all applications, including all attachments, submitted to the IRS by the Company for IRS determination letters or rulings with respect to Benefit Plans and the IRS determination letters or rulings issued as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of required forms, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits under a Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l) of the Code or the regulations thereunder that have occurred within the last six years prior to the Closing Date; (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employeechallenged.

Schedule 4. 16(a) hereto 16 contains a list of all Benefit Plans and a brief description of each, which among things, identifies each “employee pension benefit planplans” (as defined in Section 3(2) of ERISA) ), maintained or contributed to by Seller for the benefit of any officers or employees of the Business (“Seller Pension PlanPlans”), ) and each all “employee welfare benefit planplans” (as defined in Section 3(1) of ERISA) ), bonus, stock option, stock purchase, deferred compensation plans or arrangements and other employee fringe benefit plans maintained, or contributed to, by Seller or any of its Affiliates for the benefit of any officers or employees of the Business (all the foregoing, including Seller Pension Plans, being herein called “Welfare PlanSeller Benefit Plans”) as such). The Company Seller has made available Made Available to Lufkin Purchaser true, complete and correct copies (to the extent applicable to the Company) of (i) each Seller Benefit Plan, including, without limitation, participating employer agreements Plan (or, in the case of any unwritten Seller Benefit Plans, descriptions thereof); , (ii) the five most recent annual reports on Form 5500 most recently filed with the IRS and the related summary annual report distributed to participants Internal Revenue Service with respect to each Seller Benefit Plan (if any such report was required); , and (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical information; (iv) the most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA trust agreement, group annuity contract or other applicable law; (v) all summary plan descriptions for each Benefit Plan for which a summary plan description is required by ERISA or other applicable Law funding and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each trust agreement financing arrangement relating to any Seller Benefit Plan; (vii) . Each Seller Benefit Plan has been administered in all applicationsmaterial respects in accordance with its terms, including all attachmentsthe terms of any applicable collective bargaining agreement and Applicable Laws. No proceeding, submitted to the IRS by the Company for IRS determination letters action, suit, investigation or rulings third party audit with respect to Benefit Plans and the IRS determination letters or rulings issued as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS administration or the United States Department investment of Labor relating to plan qualification, filing the assets of required forms, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending any such Seller Benefit Plan (other than routine claims for benefits in benefits) is pending or, to the normal course)knowledge of the Seller, lawsuits pending, grievances pending and similar actions pending threatened. The Internal Revenue Service has issued a favorable determination letter with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits under a each Seller Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in that is intended to be qualified under Section 414(l401(a) of the Code Code, no such favorable determination letter has been revoked, and, to the knowledge of Seller or the regulations thereunder that any Affiliate, there are no existing circumstances and no events have occurred within that could reasonably be expected to adversely affect the last six years prior qualified status of each such Seller Benefit Plan. With respect to the Closing Date; (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job descriptionunion Business Employees, the amount accrued vacation pay earned by such Business Employees was $1,676,806 as of December 31, 2009 and $1,664,639 as of December 31, 2010. With respect to the employee’s salary and bonus, if applicablenon-union Business Employees, the date accrued vacation pay earned by such Business Employees was $123,356 as of the last salary increase for each salaried employeeDecember 31, any material commitments, arrangements, promises or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employee2010.

Schedule 4. 16(a16.3 of the Company Disclosure Schedule lists (i) hereto contains a list of all Benefit Plans and a brief description of each, which among things, identifies each “employee pension benefit planplans” (as defined in within the meaning of Section 3(23(3) of ERISA) (“Pension Plan”), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) as such. The Company has made available to Lufkin true, complete and correct copies (to the extent applicable to the Company) of (i) each Benefit Plan, including, without limitation, participating employer agreements (or, in the case of any unwritten Benefit Plans, descriptions thereof); (ii) the five annual reports on Form 5500 most recently filed with the IRS and the related summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required); (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical information; (iv) the most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA employee benefit, bonus or other applicable law; (v) all summary plan descriptions for each Benefit Plan for incentive compensation, stock option, stock purchase, stock appreciation, severance pay, lay-off or reduction in force, change in control, sick pay, vacation pay, salary continuation, retainer, leave of absence, educational assistance, service award, employee discount, fringe benefit plans, arrangements, policies or practices, to which a summary plan description is required by ERISA or other applicable Law and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each trust agreement relating to any Benefit Plan; (vii) all applications, including all attachments, submitted to the IRS by the Company contributes to or has any obligation to or liability for IRS determination letters or rulings with respect to Benefit Plans and (collectively, the IRS determination letters or rulings issued as a result of such applications“Employee Plans”). Each Employee Plan may be, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS provides that it may be, amended or the United States Department of Labor relating to plan qualificationterminated at any time and, filing of required forms, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending (other than except for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; (ix) a list of all employees or former employees receiving long term disability benefits protected under a Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l411(d) of the Code or Section 204(g) of ERISA, or benefits to which a plan participant or beneficiary has accrued a vested right, all benefits payable to current or terminated employees or any beneficiary may be amended or terminated by the regulations thereunder that have occurred Company at any time without liability. None of the Employee Plans is subject to Section 302 or Title IV of ERISA or Section 412 of the Code (a “Defined Benefit Plan”) or is a “multiemployer plan” within the last six years prior meaning of Section 3(37) of ERISA (a “Multiemployer Plan”) and the Company has never (i) sponsored, maintained or contributed to, or been obligated to the Closing Date; contribute to, a Defined Benefit Plan or (xiii) copies of all collective bargaining agreements (and any related side letters of understanding) that relate contributed to, or been obligated to contribute to, a Multiemployer Plan. The Company does not maintain or contribute to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of welfare benefit plan that provides health benefits to an employee after the employee’s salary and bonus, if applicable, the date termination of employment or retirement except as required under Section 4980B of the last salary increase for each salaried employee, any material commitments, arrangements, promises Code and Sections 601 through 608 of ERISA (“COBRA”) or understandings with other applicable legal requirements. All expenses and liabilities relating to all of the employee as to salary or bonus, if applicableEmployee Plans described in Schedule 4.16.3 of the Company Disclosure Schedule have been, and any other contract or payment agreement between will on the Closing be, fully and properly accrued on the Company’s books and records and are disclosed on the Company Financial Statements and such Employee Plans have no unfunded liabilities not reflected on the employeeCompany Financial Statements.

Schedule 4. 16(a21(i) hereto contains a true and complete list of each Company Benefit Plan. Except as set forth on Schedule 4.21(i): (i) all such Company Benefit Plans are in full force and a brief description of eacheffect and are, which among thingsand have been, identifies each “employee pension benefit plan” (as defined operated, established, administered and funded in Section 3(2) compliance with all applicable provisions of ERISA) (“Pension Plan”), the Code and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) as such. The Company has made available to Lufkin trueother applicable Law, complete and correct copies (to the extent applicable and, to the Company) ’s Knowledge, no event has occurred and there exists no condition or set of (i) each Benefit Plan, including, without limitation, participating employer agreements (or, circumstances which has resulted in or which would reasonably be expected to result in the case imposition of any unwritten liability on the Company under ERISA, the Code or other applicable Law with respect to such Company Benefit Plans, descriptions thereof); ; (ii) the five annual reports 3D At Depth, Inc. 401(k) Plan is intended to be qualified under Section 401(a) of the Code is a prototype or volume submitter plan and can rely on Form 5500 most recently filed with an opinion or advisory letter from the IRS and Internal Revenue Service (the related summary annual report distributed “IRS”), and, to participants with respect the Company’s Knowledge, there are no existing circumstances or any events that have occurred that would reasonably be expected to each Benefit Plan (if adversely affect the qualified status of any such report was required); Company Benefit Plan; (iii) all minutes of meetings contributions, distributions, reimbursements and/or payments required to be made under the terms of any committee established to administer any Company Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure Plans have been timely made or have been properly accrued and reflected in the Company’s Financial Statements in accordance with the terms of medical information; the applicable Company Benefit Plans and applicable Law; (iv) there are no pending or, to the most recent actuarial report Company’s Knowledge, threatened, audits or investigations by any Governmental Entity involving any of the Company Benefit Plans, and there are no pending or, to the Company’s Knowledge, threatened claims (except for each individual claims for benefits payable in the normal operation of the Company Benefit Plan Plans) or Proceedings involving any Company Benefit Plans or any fiduciary thereof, nor are there any facts that could reasonably be expected to form the basis for which an actuarial report is required by ERISA any such claim or other applicable law; Proceeding; (v) all summary plan descriptions for each no Company Benefit Plan for which a summary plan description is required by ERISA or other applicable Law and each summary of material modifications prepared, as required by ERISA or other applicable law; (vi) each trust agreement relating provides benefits to any Benefit Plan; (vii) all applicationsPerson who is not a current or former employee, including all attachments, submitted to the IRS by the Company for IRS determination letters or rulings with respect to Benefit Plans and the IRS determination letters or rulings issued as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of required formsindividual consultant, or pending, contemplated and announced plan audits; (viii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans individual independent contractor of the Company; (ix) , or a list dependent or beneficiary of all employees any such current or former employees receiving long term disability benefits under a Benefit Plan of the Company; (x) a list of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l) of the Code or the regulations thereunder that have occurred within the last six years prior to the Closing Date; (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; and (xii) a list of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employee.;

Schedule 4. 16(a15(a) hereto contains a list of all Benefit Plans and a brief description of each, which among things, identifies each “employee pension benefit plan” (as defined in Section 3(2) of ERISA) (“Pension Plan”), and each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) (“Welfare Plan”) as such. The Company has made available to Lufkin true, complete and correct copies (to the extent applicable to the Company) of (i) each Benefit Plan, including, without limitation, participating employer agreements (or, in the case of any unwritten Benefit Plans, descriptions thereof); , (ii) all of the five annual reports on Form 5500 most recently filed with the IRS and the related summary annual report distributed to participants with respect to each Benefit Plan (if any such report was required); , (iii) all minutes of meetings of any committee established to administer any Benefit Plan other than minutes that would be subject to privacy laws relating to disclosure of medical information; , (iv) the most recent actuarial report for each Benefit Plan for which an actuarial report is required by ERISA or other applicable law; , (v) all summary plan descriptions for each Benefit Plan for which a summary plan description is required by ERISA or other applicable Law and each summary of material modifications prepared, as required by ERISA or other applicable law; , (vi) each trust agreement relating to any Benefit Plan; , (vii) all applications, including all attachments, submitted to the IRS by the Company for IRS determination letters or rulings with respect to Benefit Plans and the IRS determination letters or rulings issued as a result of such applications, and all other material correspondence for the last six consecutive years prior to the Closing Date with the IRS or the United States Department of Labor relating to plan qualification, filing of required forms, or pending, contemplated and announced plan audits; , (viii) descriptions of all claims filed and pending (other than for benefits in the normal course), lawsuits pending, grievances pending and similar actions pending with respect to Benefit Plans of the Company; , (ix) a list listing of all employees or former employees receiving long term disability benefits under a Benefit Plan of the Company; , (x) a list listing of all prior mergers, consolidations or transfers of Benefit Plan assets or liabilities described in Section 414(l) of the Code or the regulations thereunder that have occurred within the last six years prior to the Closing Date; , (xi) copies of all collective bargaining agreements (and any related side letters of understanding) that relate to any Benefit Plans of the Company; , and (xii) a list listing of all Company employees indicating date of birth, date of commencement of service, job title or brief job description, the amount of the employee’s salary and bonus, if applicable, the date of the last salary increase for each salaried employee, any material commitments, arrangements, promises or understandings with the employee as to salary or bonus, if applicable, and any other contract or payment agreement between the Company and the employee.