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

Employee and Labor Matters; Benefit Plans. Part 2.16(a) of the Disclosure Schedule identifies (i) each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a3.17(a) of the Disclosure Schedule identifies (i) identifies, as of the date of this Agreement, each salaryplan, program, practice, agreement or commitment and each other employee benefit plan or arrangement providing for bonus, commission, other remuneration, vacation, deferred compensation, incentive compensation, stock purchase, stock optionoption or other equity-based, severance payseverance, termination paytermination, retention, change-in-control, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment benefits, other welfare or material fringe benefits, profit-sharing, pension or retirement benefits, whether written or unwritten, funded or unfunded, including each Foreign Plan and each “employee benefit plan, program or agreement (collectively, ,” within the "Plans") sponsored, maintained, contributed to or required to be contributed to by each meaning of the Acquired Corporations for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA")”) which is or has been sponsored, whether maintained, contributed to or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of required to be contributed to by any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Scheduleemployee, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee consultant or director of any of the Acquired Corporations and with respect to which any of the Acquired Corporations has any material liability or obligation (whether or collectively, the “Company Employee Plans”); provided, however, that Company Employee Agreements shall not be considered Company Employee Plans, and provided further that the Company shall not be required to list benefits that are required under any Planapplicable Legal Requirements (including but not limited to payroll contributions to social insurance programs and minimum prior notice and/or termination pay requirements). Part 3.17(a) of the Disclosure Schedule identifies, as of the date of this Agreement, each Company Employee Agreement, provided, however, that solely for purposes of this Section 3.17(a), the Company shall not be required to list Company Employee Agreements for U.S. employees that are terminable “at-will” without any severance or materially increase other benefit obligations by the benefits payable under any PlanAcquired Corporations, or result for employees employed in any acceleration jurisdictions outside of the time of payment or United States unless such agreements: (i) provide for accelerated vesting of equity; or (ii) contain any such benefitsseverance obligations in excess of the statutory minimum payments required by local law. The Company has Made Available to Parent copies of all forms of Company Employee Agreements in use by the Acquired Corporations.

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a2.15(a) of the Disclosure Schedule contains a list of all employees of each of the Companies as of the date of this Agreement, and correctly reflects their salaries, any other compensation paid to them from January 1, 1998 through September 30, 1998 and currently payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. None of the Companies is, or ever has been, a party to any company shop agreement ("Firmentarifvertrag") or collective bargaining agreement ("Tarifvertrag"). (b) To the best of the Knowledge of the Company and the Principal Shareholders, there is no employee of any of the Companies who is not fully available to perform work because of disability or other approved absence other than vacation or ordinary sick time of a brief duration. There is no impediment to the ability of each of the Companies to terminate the employment of each of its employees except as may be provided by applicable Legal Requirements or the individual written contract with the respective employee. None of the Companies has any employee manuals and handbooks, disclosure materials, policy statements or other similar materials relating to the employment of the current employees of the Companies. (c) Part 2.15(c) of the Disclosure Schedule identifies (i) each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, disability, sick pay, severance pay, termination pay, hospitalization, medicalmedical or dental, life or other insurance, supplemental unemployment benefits, profit-profit- sharing, pension pension, social security (government-sponsored or otherwise) or retirement plan, program or agreement (collectively, individually referred to as an " Employee Benefit Plan" and collectively referred to as the "Employee Benefit Plans") sponsored, maintained, contributed to or required to be contributed to by each any of the Acquired Corporations Companies for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations Companies. (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1d) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k2.15(d) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger Purchase or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonusbonus payment, golden parachute payment, severance payment or severance payment) other payment to any current or former employee or director of any of the Acquired Corporations Companies (whether or not under any Employee Benefit Plan), or materially increase the benefits payable under any Employee Benefit Plan, or result in any acceleration of the time of payment or vesting of any such benefits.. (e) The Companies are in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, employee benefits, employee compensation, wages, bonuses and terms and conditions of employment. (f) The Companies have good labor relations, and, except as set forth in Part 2.15(f) of the Disclosure Schedule, neither the Company nor any of the Principal Shareholders has any Knowledge of any facts indicating that (1) the consummation of the Purchase or any of the other transactions contemplated by this Agreement will have, or could reasonably be expected to have, a Material Adverse Effect on the labor relations of any of the Companies or (2) any of the key employees of any of the Companies set forth on Part 2.15(f) of the Disclosure Schedule (the "Key Employees") intends to terminate his or her employment with any of the Companies. To the best of the Knowledge of the Company and the Principal Shareholders, no Key Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract with any Person that may have an adverse effect on (A) the performance by such Key Employee of any of his duties or responsibilities as an employee of any of the Companies or (B) the business or operations of any of the Companies. 2.16

Employee and Labor Matters; Benefit Plans. Part 2.16(a(a) For all purposes of this Section 2.15, the Disclosure Schedule identifies following terms shall have the following meanings: (i) each salary“COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and as amended. (ii) which current “Company Affiliate” shall mean any other person or former employees of the entity under common control with any Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (Corporation within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section Sections 414(b), (c), (m) or and (o) of the Code, and none the regulations issued thereunder. (iii) “Company Employee” shall mean any current or former employee, consultant or director of the any Acquired Corporations has been a member Corporation, any Company Affiliate or any Company Predecessor Entity. (iv) “Company Employee Agreement” shall mean each management, employment, severance, consulting, relocation, repatriation, expatriation, or other agreement, or contract between any Acquired Corporation, any Company Affiliate or any Company Predecessor Entity and any Company Employee, excluding any such agreement or contract that, by its terms, may be terminated upon sixty (60) days’ notice or less and any such agreement or contract under which an Acquired Corporations’ obligation is less than $100,000 per annum (unless such agreement or contract provides for severance or change of an "affiliated service group" control benefits). (v) “Company Employee Plan” shall mean any plan, program, policy, practice, contract, agreement or other material arrangement providing for compensation, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including without limitation, each “employee benefit plan,” within the meaning of Section 414(m3(3) of the Code. To the best of the knowledge of the CompanyERISA which is or has been maintained, none of the contributed to, or required to be contributed to, by any Acquired Corporations has made a complete or partial withdrawal from a multiemployer planCorporation, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan Company Affiliate or any Pension PlanCompany Predecessor Entity for the benefit of any Company Employee, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to which any current Acquired Corporation or former employee of any of the Acquired Corporations after Company Affiliate has or may have any liability or obligation, except such employee's termination of service (other than: definition shall not include (i) benefit coverage mandated by applicable lawany Company Employee Agreement, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and any arrangement that can be unilaterally terminated by an Acquired Corporation upon sixty (60) days notice or less, (iii) benefits the full cost of any arrangement under which are borne by current or former employees of any of the an Acquired Corporations obligation is less than $100,000 per year (unless such arrangement provides for severance or such employees' beneficiaries))change of control benefits) or (iv) stock purchase agreements or stock option agreements (and standard amendments thereto) issued pursuant to the Company Stock Plans, each in the form made available to Parent without material deviation thereto. With respect to (vi) “Company Pension Plan” shall mean each of the Welfare Plans constituting a group health plan Company Employee Plan that is an “employee pension benefit plan,” within the meaning of Section 4980B(g)(23(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respectsERISA. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited (vii) “Company Predecessor Entity” shall mean any Entity to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and which the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefitsa successor.

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a2.15(a) of the Disclosure Schedule contains a list of all employees of each of the Companies as of the date of this Agreement, and correctly reflects each salary, any other compensation paid to them from January 1, 2000 through July 31, 2000 and currently payable to them (including compensation payable pursuant to bonus, deferred or incentive compensation, commission arrangements), their dates of employment, their dates of birth and their positions. None of the Companies is, or ever has been, a party to any company shop agreement or collective bargaining agreement and no such agreement has been declared generally applicable by the government. (b) To the best of the Shareholders' Knowledge, there is no employee of any of the Companies who, as of the Effective Time, will not be fully available to perform work because of disability or other approved absence other than vacation or ordinary sick time of a brief duration. There is no impediment to the ability of each of the Companies to terminate the employment of each of its employees except as may be provided by applicable Legal Requirements or the individual written contract with the respective employee. None of the Companies has any employee manuals and handbooks, disclosure materials, policy statements or other similar materials relating to the employment of the current employees of the Companies. (c) Part 2.15(c) of the Disclosure Schedule identifies (i) each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, disability, sick pay, severance pay, termination pay, hospitalization, medicalmedical or dental, life or other insurance, supplemental unemployment benefits, profit-sharing, pension pension, social security (government-sponsored or otherwise) or retirement plan, program or agreement (collectively, individually referred to as an " Employee Benefit Plan" and collectively referred to as the "Employee Benefit Plans") sponsored, maintained, contributed to or required to be contributed to by each any of the Acquired Corporations Companies for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each PlanCompanies, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required extent such Employee Benefit Plans are compulsory due to be, treated as a single employer with any other Person under Section 4001(b)(1applicable Legal Requirements. (d) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k2.15(d) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger Purchase or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonusbonus payment, golden parachute payment, severance payment or severance payment) other payment to any current or former employee or director of any of the Acquired Corporations Companies (whether or not under any Employee Benefit Plan), or materially increase the benefits payable under any Employee Benefit Plan, or result in any acceleration of the time of payment or vesting of any such benefits.. (e) To the best of the Shareholders' Knowledge, the Companies are in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, employee benefits, employee compensation, wages, bonuses and terms and conditions of employment. (f) The Companies have good labor relations, and, except as set forth in Part 2.15(f) of the Disclosure Schedule, none of the Shareholders has any Knowledge of any facts indicating that (1) the consummation of the Purchase or any of the other transactions contemplated by this Agreement will have, or could reasonably be expected to have, a Material Adverse Effect on the labor relations of any of the Companies or (2) any of the key employees of any of the Companies set forth on Part 2.15(f) of the Disclosure Schedule (the "Key Employees") intends to terminate his or her employment with any of the Companies. To the best of the Knowledge of the Shareholders, no Key Employee is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract with any Person that may have an adverse effect on (A) the performance by such Key Employee of any of his duties or responsibilities as an employee of any of the Companies or (B) the business or operations of any of the Companies. 2.16

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a2.15(a) of the Company Disclosure Schedule identifies (i) each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (each a "Plan," collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations Company for the benefit of any current or former employee of the respective Acquired CorporationCompany ("Employee"), except for Plans which would not require the respective Acquired Corporation Company to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and . (iib) which current or former employees Except as set forth in Part 2.15(a) of the Acquired Corporations are covered by such Plans. None of Company Disclosure Schedule, the Acquired Corporations maintainsCompany does not maintain, sponsors sponsor or contributes contribute to, and, to the best of the knowledge Knowledge of the Company, none of the Acquired Corporations has not at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from 17 24 coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current Employees or former employees of any of the Acquired Corporations Employees (a "Pension Plan"). Each of the Acquired Corporations (c) The Company maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current Employees or former employees of any of the Acquired Corporations Employees which are described in Part 2.16(c2.15(c) of the Company Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). (d) With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such planyears; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations (e) The Company is not required to be, and, to the best of the knowledge Knowledge of the Company, none of the Acquired Corporations has ever never been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations . The Company has never been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge Knowledge of the Company, none of the Acquired Corporations Company has never made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has (f) The Company does not have any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired CorporationsEmployee. (g) Except as set forth in Part 2.16(g2.15(g) of the Company Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations Employee after any such employeeEmployee's termination of service (other than: than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; , (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; , and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations Employees (or such employeesthe Employees' beneficiaries)). (h) With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code ("COBRA") have been complied with in all material respects. (i) Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. 18 25 (j) Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. (k) Except as set forth in Part 2.16(k2.15(k) of the Company Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee Employee or director of any of the Acquired Corporations Company (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.. (l) Part 2.15(l)(i) of the Company Disclosure Schedule contains a list of all salaried employees of the Company as of the date of this Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. The Company is not a party to any collective bargaining contract or other Contract with a labor union involving any of its Employees. Except as set forth in Part 2.15(l)(ii) of the Company Disclosure Schedule, all of the Company's employees are "at will" employees. (m) Part 2.15(m) of the Company Disclosure Schedule identifies each Employee who is not fully available to perform work because of disability or other leave and sets forth the basis of such leave and the anticipated date of return to full service. (n) The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, wages, bonuses and terms and conditions of employment, including employee compensation matters. (o) Except as set forth in Part 2.15(o) of the Company Disclosure Schedule, the Company has good labor relations, and has no reason to believe that (i) the consummation of the Merger or any of the other transactions contemplated by this Agreement will have a material adverse effect on the Company's labor relations, or (ii) any of the Company's employees intends to terminate his or her employment with the Company. 2.16

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a2.17(a) of the Company Disclosure Schedule identifies (i) each salary, bonus, vacation, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement and each other employee benefit plan or arrangement (collectively, the "Employee Plans") sponsored, maintained, contributed to or required to be contributed to by each any of the Acquired Corporations for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees any of the Acquired Corporations are covered by such PlansCorporations. None of the Acquired Corporations maintains, sponsors or contributes to, and, Part 2.17(a) also identifies each Legal Requirement pursuant to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of which any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors is required to establish any reserve or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) make any contribution for the benefit of any current or former employees of employee located in 21. <PAGE> any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA)foreign jurisdiction. With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the The Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (v) Employee Plans currently in force and all amendments thereto together with, as applicable, accurate and complete copies of all material funding agreements and any Contracts relating to such Plan, Employee Plans (including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy ), all summary descriptions of the Employee Plans provided to past or present participants therein, the two most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended actuarial reports, any annual information returns required to be qualified filed under Section 401(a) of a Legal Requirement, the Code). None of the Acquired Corporations is required to befinancial statements, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Codeif any, and none evidence of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(many registration in respect thereof. (b) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan knowledge of any fact, condition or commitment circumstance since the date of the documents provided in accordance with section 2.17(a) above which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made by any of the Acquired Corporations and no plans exist to create amend any additional Welfare Employee Plan or to provide increased benefits thereunder to any Pension employee, except as required by a Legal Requirement. (c) All of the Employee Plans are, and have been since their establishment, duly registered where required by Legal Requirement (including registration with the relevant tax authorities where such registration is required to qualify for tax exemption or other beneficial tax status) and are in good standing under, and in compliance with, all Legal Requirements. (d) None of the Acquired Corporations has ever sponsored, maintained, contributed to or has been required to contribute to a pension plan registered under the Income Tax Act (Canada). (e) All Employee Plans have been administered in accordance with their terms, there are no outstanding defaults or violations by any of the Acquired Corporations of any obligation required to be performed by it in connection with any Employee Plan and no order has been made or notice given pursuant to any Legal Requirements requiring (or proposing to require) any of the Acquired Corporations to take (or refrain from taking) any action in respect of any Employee Plan. (f) All returns, filings, reports and disclosures relating to the Employee Plans required pursuant to the terms of the Employee Plans, Legal Requirements or any regulatory authority, have been filed or distributed in accordance with all requirements, all filing fees and levies imposed on the Employee Plans by the regulatory authorities or Legal Requirements have been made on a timely basis and the funds of the Employee Plans are not exposed to modify any late filing fees that have not been remitted. (g) There are no actions, suits, claims, trials, demands, investigations, arbitrations or change any existing Welfare Plan or Pension Plan (other than proceedings pending or, to comply with applicable law) in a manner that would affect any current or former employee the knowledge of any of the Acquired Corporations. Except as set forth in Part 2.16(g) Corporations threatened with respect to the Employee Plans against any of the Disclosure ScheduleAcquired Corporations, the funding agent, the insurers or the fund of such Employee Plans, other than claims for benefits in the ordinary course. 22. <PAGE> (h) No event has occurred and no Welfare condition or circumstance exists that has resulted or, could reasonably result in any Employee Plan being ordered or required to be terminated or wound-up in whole or in part or having its registration under any Legal Requirements being refused or revoked or being placed under the administration of any trustee or receiver or any regulatory authority or being required to pay any material taxes or penalties under any Legal Requirements; (i) No event has occurred and there has been no failure to act on the part of any of the Acquired Corporations or any administrator of any of the Employee Plans that could subject any of the Acquired Corporations to the imposition of any tax, penalty or other disability with respect to any Employee Plans, whether by way of indemnity or otherwise. (j) The contribution obligations of any of the Acquired Corporations to any of the Employee Plans that are multi-employer benefit plans are accurately set out in the collective agreements provided to Parent. (k) No Employee Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee or director of any of the Acquired Corporations after any such employee's termination of service of such employee or director. (other than: (il) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger Arrangement or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute parachute, severance or severance payment) other payment or obligation to any current or former employee or director of any of the Acquired Corporations (whether or not under any Employee Plan), or materially increase the benefits payable or provided under any Employee Plan, or result in any acceleration of the time of payment or vesting of any such benefits.. Without limiting the generality of the foregoing, the consummation of the Arrangement will not result in the acceleration of vesting of any unvested Company Options. (m) Part 2.17(m) of the Company Disclosure Schedule contains a list of all salaried employees of each of the Acquired Corporations as of the date of this Agreement, and correctly reflects, in all material respects, their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. None of the Acquired Corporations is a party to any collective bargaining agreement with a trade union or council of trade unions. No trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the Acquired Corporations employees by way of certification, interim certification, voluntary recognition, designation or successor rights, has applied to be certified as a bargaining agent of any of the Acquired Corporations' employees or has applied to have any of the Acquired Corporations declared a related employer pursuant to the Labour Relations Act (Ontario). All of the employees of the Acquired Corporations are employed for an indefinite term and the employment of such employees may be terminated on reasonable notice. (n) Part 2.17(n) of the Company Disclosure Schedule identifies each employee of any of the Acquired Corporations who is not fully available to perform work 23. <PAGE> because of disability or other leave and sets forth the basis of such disability or leave and the anticipated date of return to full service. (o) There are no agreements for the payment of any pension, bonus, share of profits, retirement allowance, insurance, hospitalization or other benefits for any of the employees of the Acquired Corporations except as set out in Part 2.17(o) of the Company Disclosure Schedule. (p) Each of the Acquired Corporations is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment standards, employment practices, wages, bonuses, benefits and terms and conditions of employment, including employee compensation matters. (q) There are no actual or to the knowledge of the Acquired Corporations, threatened complaints or proceedings involving any of the Acquired Corporations under the Labour Relations Act (Ontario) or any other similar statute and there are no proceedings involving any of the Acquired Corporations under the Human Rights Act (Ontario), the Employment Standards Act (Ontario), the Pay Equity Act (Ontario), the Occupational Health and Safety Act (Ontario), the Workplace Safety and Insurance Act (Ontario), the Employee Health Tax Act (Ontario), the Canada Pension Plan or the Employment Insurance Act (Canada) or any other similar statute. (r) There are no material orders outstanding or issued by the Occupational Safety and Health Branch of the Ontario Ministry of Labour which have not been complied with or any material proceedings involving any of the Acquired Corporations'employees before the Ontario Workplace Safety and Insurance Board or any other similar tribunal or body. (s) Each of the Acquired Corporations has good employee relations, and none of the Acquired Corporations has any knowledge of any facts indicating that the consummation of the Arrangement or any of the other transactions contemplated by this Agreement will have a material adverse effect on employee relations of any of the Acquired Corporations. (t) All amounts owing in respect of employee payroll withholding obligations, remittances, premiums, contributions and assessments under provincial or federal statutes or employee benefit plans have been fully accrued in the books and records of the Acquired Corporations and wages, vacation pay, holiday pay and employee benefits of the employees of the Acquired Corporations have been fully accrued in the Corporations' books and records and reflected as such in the Corporations' financial statements. 2.18

Employee and Labor Matters; Benefit Plans. Part 2.16(a(a) of the Disclosure Schedule identifies (i) each salaryThe Company is not a party to, bonusbound by, deferred compensationand has no duty to bargain under, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life any collective bargaining agreement or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each Contract with a labor organization representing any of the Acquired Corporations for the benefit of any current or former employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregateits employees, and (ii) which current or former employees of the Acquired Corporations there are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, andno labor organizations representing or, to the best of the knowledge Knowledge of the Company, none purporting to represent or seeking to represent any employees of the Acquired Corporations has at any time in Company, including through the past maintained, sponsored or contributed to, any employee pension benefit plan filing of a petition for representation election. (as defined in b) Section 3(22.17(b) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those Company Disclosure Schedule lists all written and describes all non-written employee welfare benefit plans (as defined in Section 3(13(3) of ERISA) and all bonus, whether equity-based, incentive, deferred compensation, retirement or not excluded from coverage under specific Titles supplemental retirement, profit sharing, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or Subtitles of ERISA) for the tuition assistance programs and other similar material fringe or employee benefit of current plans, programs or arrangements, including any employment or executive compensation or severance agreements, written or otherwise, which are currently in effect relating to any present or former employees Company Associate (or any present or former employee, consultant or director of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent trade or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits business (whether or not insuredincorporated) with which is a Company Affiliate) or which is maintained by, administered or contributed to by, or required to be contributed to by, the Company or any Company Affiliate, or under which the Company or any Company Affiliate has any current liability or may incur liability after the date hereof (each, a “Company Employee Plan”). (c) With respect to any current or former employee of any of Company Options granted pursuant to the Acquired Corporations after any such employee's termination of service (other than: Company Stock Plan, (i) benefit coverage mandated by applicable law, including coverage provided pursuant each Company Option intended to qualify as an “incentive stock option” under Section 4980B 422 of the Code; Code so qualifies, (ii) deferred compensation benefits accrued each grant of a Company Option was duly authorized no later than the date on which the grant of such Company Option was by its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as liabilities on applicable, approval by the Unaudited Interim Balance Sheet; Company Board (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects Company Option grant was made in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each terms of the Plans Company Stock Plan and all other applicable Laws and (iv) the per share exercise price of each Company Option was not less than the fair market value of a share of Company Common Stock on the applicable Grant Date. (d) Each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter with respect to such qualified status from the Internal Revenue ServiceIRS. To the Knowledge of the Company, nothing has occurred that would reasonably be expected to adversely affect the qualified status of any such Company Employee Plan or the exempt status of any related trust. 26 Exhibit 2.1 (e) Each Company Employee Plan has been maintained in compliance, in all material respects, with its terms and, both as to form and operation, with all applicable Law, including the Code and ERISA. (f) The Company has not engaged in any transaction in violation of Sections 404 or 406 of ERISA or any “prohibited transaction,” as defined in Section 4975(c)(1) of the Code, for which no exemption exists under Section 408 of ERISA or Section 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions of Part 4 of Title I, Subtitle B of ERISA. The Company has not knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA by any plan fiduciary of any Company Employee Plan subject to ERISA and the Company has not been assessed any civil penalty under Section 502(l) of ERISA. (g) No Company Employee Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code, and neither the Company nor any Company Affiliate has ever maintained, contributed to or partially or completely withdrawn from, or incurred any obligation or liability with respect to, any such plan. No Company Employee Plan is a Multiemployer Plan, and neither the Company nor any Company Affiliate has ever contributed to or had an obligation to contribute, or incurred any liability in respect of a contribution, to any Multiemployer Plan. No Company Employee Plan is a Multiple Employer Plan. (h) No Company Employee Plan provides for medical or death benefits beyond termination of service, other than pursuant to COBRA or an analogous state law requirement. The Company does not sponsor or maintain any self-funded employee benefit plan. No Company Employee Plan is subject to any Law of a foreign jurisdiction outside of the United States. (i) The Company is not aware a party to any Contract that has resulted or would reasonably be expected to result, separately or in the aggregate, in the payment of any reason why any “excess parachute payment” within the meaning of Section 280G of the Code. (j) To the Knowledge of the Company, no Company Options or other equity-based awards issued or granted by the Company are subject to the requirements of Code Section 409A. To the Knowledge of the Company, each “nonqualified deferred compensation plan” (as such determination letter should be revoked. Except as set forth in Part 2.16(kterm is defined under Section 409A(d)(1) of the Disclosure ScheduleCode and the guidance thereunder) (each, neither a “409A Plan”) under which the executionCompany makes, delivery is obligated to make or performance promises to make, payments, complies in all material respects, in both form and operation, with the requirements of this AgreementCode Section 409A and the guidance thereunder. No payment to be made under any 409A Plan is, nor or to the consummation Knowledge of the Merger or any Company will be, subject to the penalties of the other transactions contemplated by this AgreementCode Section 409A(a)(1). (k) The Company is in compliance in all material respects with all applicable foreign, will result in any payment federal, state and local laws, rules and regulations respecting employment, employment practices, terms and conditions of employment, worker classification, tax withholding, prohibited discrimination, equal employment, fair employment practices, meal and rest periods, immigration status, employee safety and health, wages (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Planovertime wages), or materially increase the benefits payable under any Planindemnification, or result compensation, and hours of work, and in any acceleration of the time of payment or vesting of any such benefits.each case, with respect to Company 27 Exhibit 2.1

Employee and Labor Matters; Benefit Plans. Part 2.16(a(a) Schedule 3.13(a) of the Company Disclosure Schedule identifies (i) Schedules contains an accurate and complete list as of the date hereof of each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program program, agreement or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations for the benefit of any current or former arrangement constituting an employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension welfare benefit plan (an “Employee Welfare Benefit Plan”) as defined in Section 3(23(1) of the Employee Retirement Income Security Act of 1974, as amended amended, ("“ERISA"”), whether or not excluded from coverage under specific Titles or Merger Subtitles an employee pension benefit plan (an “Employee Pension Benefit Plan”) as defined in Section 3(2) of ERISA) , and each other material employee benefit plan, agreement, program or arrangement or employment practice, including, without limitation, any plan, agreement, program, arrangement or employee practice involving compensation, stock, stock rights, bonuses, retirement, pension, profit sharing, deferred compensation, medical, health, life, vision, disability or accident insurance, and severance or termination pay, that any Acquired Company currently maintains for the benefit of its current or former employees of employees, directors and independent contractors, to which any Acquired Company currently contributes or is required to contribute with respect to any of its current or former employees, directors or independent contractors, or to which any Acquired Company has any liability, whether written or unwritten, funded or unfunded (collectively, the Acquired Corporations (a "Pension “Company Employee Plans”). The Company does not intend nor has it committed to establish or enter into any new Company Employee Plan"), or to modify any Company Employee Plan other than as required by applicable Legal Requirements or contemplated by this Agreement. Each of the Acquired Corporations maintains, sponsors Company Employee Plans may be amended or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of terminated at any time by action of the Acquired Corporations which are described plan sponsor’s Board of Directors, or a committee of such Board of Directors or duly authorized officer, in Part 2.16(c) each case subject to the terms of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA)Company Employee Plan and compliance with applicable Legal Requirements. With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of To the knowledge of the Company, none no event has occurred and there currently exists no condition or set of circumstances in connection with which the Acquired Corporations has ever been required Companies would be subject to beany material liability under the terms of any Company Employee Plans, treated as a single employer with ERISA, the Code or any other Person applicable Legal Requirement, including, without limitation, any liability under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) Title IV of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.

Employee and Labor Matters; Benefit Plans. (a) Part 2.16(a2.17(a) of the Disclosure Schedule identifies (i) each material employment, consulting, salary, bonus, commission, other remuneration, vacation, deferred compensation, incentive compensation, stock purchase, stock optionoption or other material equity-based, severance payseverance, termination paytermination, retention, change-in-control, deferred compensation, death and disability benefits, hospitalization, medical, life or other insurance, flexible benefits, supplemental unemployment benefits, profit-other material welfare or material fringe benefits, profit- sharing, pension or retirement plan, program program, practice agreement or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by commitment and each of the Acquired Corporations for the benefit of any current or former other material employee of the respective Acquired Corporation, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregate, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in or arrangement, whether written, unwritten or otherwise, funded or unfunded, including each Foreign Plan and each “employee benefit plan,” within the meaning of Section 3(23(3) of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”) (whether or not ERISA applies) which is sponsored, maintained, contributed to or required to be contributed to by any of the Acquired Corporations for the benefit of any current or former employee, consultant or director of any of the Acquired Corporations or the dependent or beneficiary of any of them or with respect to which any of the Acquired Corporations has or may have any Liability or obligation (collectively, the “Employee Plans”). In addition, Part 2.17(a) of the Disclosure Schedule (i) specifies the country(ies) to which each Employee Plan applies and (ii) notes if any such Employee Plan is (A) an employee pension benefit plan (as defined in Section 3(2) of ERISA), or any similar pension benefit plan that is a Foreign Plan, whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISAERISA or (B) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those an employee welfare benefit plans plan (as defined in Section 3(1) of ERISA) or any similar welfare benefit plan that is a Foreign Plan, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.

Employee and Labor Matters; Benefit Plans. Part 2.16(a2.15(a) of the Disclosure Schedule contains a list of all Company Employees, and correctly reflects their salaries, any other compensation payable to them (including compensation payable pursuant to bonus, deferred compensation or commission arrangements), their dates of employment and their positions. The Company is not, and has never been, a party to any collective bargaining contract or other Contract with a labor union involving any of its current or former employees. There is no Company Employee who is not fully available to perform work because of disability or other leave. The employment of each of the Company Employees is terminable by the Company at will. The Company has delivered to Parent accurate and complete copies of all employee manuals and handbooks, disclosure materials, policy statements and other materials relating to the employment of the Company Employees. Part 2.15(c) of the Disclosure Schedule identifies (i) each employment, salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, equity compensation, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension pension, retirement, welfare, fringe benefit or retirement other employee benefits plan, program or agreement agreement, whether written or unwritten and whether funded or unfunded (collectively, individually referred to as a "Plan" and collectively referred to as the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations Company for the benefit of any current or former employee employee, consultant or director of the respective Acquired CorporationCompany or with respect to which the Company has or may have, except for Plans which would not require either as of the respective Acquired Corporation to make payments date hereof or provide benefits having a value in excess of $25,000 in the aggregatefuture, any liability or obligation. Except as set forth in Part 2.15(d) of the Disclosure Schedule, the Company does not maintain, sponsor or contribute to, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations Company has not at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current employees or former employees of any of the Acquired Corporations Company (a "Pension Plan"). Each of the Acquired Corporations maintainsThe Company does not maintain, sponsors sponsor or contributes only contribute to those any employee welfare benefit plans plan (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current employees or former employees of any of the Acquired Corporations which are Company (a "Welfare Plan") except for those Welfare Plans described in Part 2.16(c2.15(e) of the Disclosure Schedule (the "Welfare Plans")Schedule, none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the three most recent annual report, reports (if required under ERISA, ) with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan2001; (iii) an accurate and complete copy of (A) the most recent summary plan description, together with each Summary summary of Material Modifications, material modifications (if required under ERISA, ) with respect to such Plan, and all (B) each material employee communications communication relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies of the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter determination, advisory and/or opinion letter, as applicable, received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations The Company is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations not and has ever never been required to be, be treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations . The Company has never been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations The Company has never made a complete or partial withdrawal from a "multiemployer plan, " (as such term is defined in Section 3(37) of ERISA, ) resulting in "withdrawal liability," (as such term is defined in Section 4201 of ERISA (ERISA), without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None The Company has never maintained, established, sponsored, participated in or contributed to any multiple employer plan, as described in Section 413(c) of the Acquired Corporations has Code. The Company does not have any plan or commitment to create any additional arrangement that could constitute a Plan, Welfare Plan or any Pension Plan, or to modify or change any existing Plan, Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations). Except as set forth in Part 2.16(g) of the Disclosure Schedule, no No Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations Company after any such employee's termination of service (other than: than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; , (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; , and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations Company (or such employees' their beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code ("COBRA") have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination determination, advisory and/or opinion letter, as applicable, from the Internal Revenue Service, and neither the Company nor any of the Designated Stockholders is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k2.15(m) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will (either alone or upon the occurrence of any additional or subsequent events) result in any payment (including any bonusbonus payment, golden parachute payment or severance payment) payment to any current or former employee or director of any of the Acquired Corporations Company (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits. The Company is in compliance in all material respects with all applicable Legal Requirements and Contracts relating to employment, employment practices, employee compensation, wages, bonuses and terms and conditions of employment. The Company has good labor relations, and, except as set forth in Part 2.15(o) of the Disclosure Schedule, neither the Company nor any of the Designated Stockholders has any Knowledge of any facts indicating that (i) the consummation of the Merger or any of the other transactions contemplated by this Agreement will have a material adverse effect on the Company's labor relations, or (ii) any of the Company's employees intends to terminate his or her employment with the Company. To the Knowledge of the Company, no employee of the Company is a party to or is bound by any confidentiality agreement, noncompetition agreement or other Contract (with any Person) that may have an adverse effect on (A) the performance by such employee of any of his duties or responsibilities as an employee of the Company, or (B) the business or operations of the Company.

Employee and Labor Matters; Benefit Plans. Part 2.16(a(a) Section ‎3.13(a) of the Intec Disclosure Schedule identifies lists, as of the date of this Agreement, all “employee benefit plans” (ias defined in Section 3(3) each salaryof ERISA) and all material bonus, bonusequity-based, retention, incentive, deferred compensation, incentive compensationretirement or supplemental retirement, stock purchaseprofit sharing, stock optionseverance, severance paychange in control, termination paygolden parachute, hospitalization, medicaldisability, life or other accident insurance, supplemental unemployment benefitspaid time off or vacation, profit-sharingcafeteria, pension dependent care, medical care, employee assistance program, education or retirement plantuition assistance programs, program fringe or agreement employee benefit plans, programs, agreements or arrangements, which are currently in effect relating to any present or former employee, independent contractor or director of Intec or any Intec Affiliate (collectively, the "Plans") sponsored“Intec Service Providers”), maintainedor which is maintained by, administered or contributed to by, or required to be contributed to by, Intec or any Intec Affiliate, or under which Intec or any Intec Affiliate has any current or may incur any future Liability (each, an “Intec Employee Plan”) (other than offer letters with non-officer employees which are materially consistent with forms delivered or made available by the Intec prior to the execution of this Agreement; equity grant notices and related documentation, with respect to Intec employees; and agreements with consultants entered into in the Ordinary Course of Business and which are materially consistent with forms delivered or made available by Intec prior to the execution of this Agreement) and separately identifies each of the Acquired Corporations Intec Employee Plan that is maintained primarily for the benefit of any current or former employee of Intec Service Providers outside the respective Acquired CorporationUnited States, except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 in the aggregateincluding each material old age part time and early retirement scheme, and (ii) which current or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintainsretirement plan, sponsors or contributes to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"funded and unfunded), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) for the benefit of current or former employees of any of the Acquired Corporations which are described in Part 2.16(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer deferred compensation and life insurance plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicleeach, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such “Intec Foreign Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code”). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any current or former employee of any of the Acquired Corporations. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations after any such employee's termination of service (other than: (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations (or such employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.

Employee and Labor Matters; Benefit Plans. Part 2.16(a2.15(a) of the Disclosure Schedule identifies (i) each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-profit- sharing, pension or retirement plan, program or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by each of the Acquired Corporations Corporation for the benefit of any current or former employee of the respective Acquired CorporationCorporation ("Employee"), except for Plans which would not require the respective Acquired Corporation to make payments or provide benefits having a value in excess of $25,000 50,000 in the aggregate. Each Acquired Corporation does not maintain, and (ii) which current sponsor or former employees of the Acquired Corporations are covered by such Plans. None of the Acquired Corporations maintains, sponsors or contributes contribute to, and, to the best of the knowledge of the Company, none of the Acquired Corporations has not at any time in the past maintained, sponsored or contributed to, any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current Employees or former employees of any of the Acquired Corporations Employees (a "Pension Plan"). Each of the Acquired Corporations maintains, sponsors or contributes only to those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Merger Subtitles of ERISA) for the benefit of current Employees or former employees of any of the Acquired Corporations Employees which are described in Part 2.16(c2.15(c) of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). With respect to each Plan, except as set forth in Part 2.16(d) of the Disclosure Schedule, the Company has delivered or made available to Parent or a Representative of Parent: (i) an accurate and complete copy of such Plan (including all amendments thereto); (ii) an accurate and complete copy of the annual report, if required under ERISA, with respect to such Plan for the last two years and, if such annual reports for the last two years were filed on Form 5500-R, the most recently filed Form 5500-C with respect to such plan; (iii) an accurate and complete copy of the most recent summary plan description, together with each Summary of Material Modifications, if required under ERISA, with respect to such Plan, and all material employee communications relating to such Plan; (iv) if such Plan is funded through a trust or any third party funding vehicle, an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the most recent financial statements thereof; (v) accurate and complete copies of all material Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements; and (vi) an accurate and complete copy of the most recent determination letter received from the Internal Revenue Service with respect to such Plan (if such Plan is intended to be qualified under Section 401(a) of the Code). None of the Acquired Corporations is required to be, and, to the best of the knowledge of the Company, none of the Acquired Corporations has ever been required to be, treated as a single employer with any other Person under Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code, and none of the Acquired Corporations has been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the knowledge of the Company, none of the Acquired Corporations has made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under either Section 4207 or 4208 of ERISA). None of the Acquired Corporations has any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable lawlaw or for administrative changes) in a manner that would materially affect any current or former employee of any of the Acquired CorporationsEmployee. Except as set forth in Part 2.16(g) of the Disclosure Schedule, no No Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former employee of any of the Acquired Corporations Employee after any such employeeEmployee's termination of service (other than: than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code; , (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet; , and (iii) benefits the full cost of which are borne by current or former employees of any of the Acquired Corporations Employees (or such employeesthe Employees' beneficiaries)). With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code ("COBRA") have been complied with in all material respects. Each of the Plans has been operated and administered in all material respects in accordance with applicable Legal Requirements, including but not limited to ERISA and the Code. Each of the Plans intended to be qualified under Section 401(a) of the Code has received a favorable determination from the Internal Revenue Service, and the Company is not aware of any reason why any such determination letter should be revoked. Except as set forth in Part 2.16(k) of the Disclosure Schedule, neither Neither the execution, delivery or performance of this Agreement, nor the consummation of the Merger or any of the other transactions contemplated by this Agreement, will result in any payment (including any bonus, golden parachute or severance payment) to any current or former employee Employee or director of any of the Acquired Corporations (whether or not under any Plan), or materially increase the benefits payable under any Plan, or result in any acceleration of the time of payment or vesting of any such benefits.