LABOR RELATIONS
BOARD OR ANY OTHER LABOR RELATIONS TRIBUNAL OR AUTHORITY.
THERE ARE NO
ORGANIZING ACTIVITIES, STRIKES, WORK STOPPAGES, SLOWDOWNS, LOCKOUTS, MATERIAL
ARBITRATIONS OR MATERIAL GRIEVANCES, OR OTHER MATERIAL LABOR DISPUTES PENDING
OR, TO THE COMPANY'S KNOWLEDGE, THREATENED AGAINST OR INVOLVING THE COMPANY OR
ANY COMPANY SUBSIDIARY.
EACH OF THE COMPANY AND THE COMPANY SUBSIDIARIES ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS RESPECTING
EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF EMPLOYMENT, AND
WAGES AND HOURS.
(P)
COMPANY BENEFIT PLANS.
(1)
"BENEFIT PLAN" MEANS ALL MATERIAL EMPLOYEE
BENEFIT PLANS, PROGRAMS, AGREEMENTS, CONTRACTS, POLICIES, PRACTICES, OR OTHER
ARRANGEMENTS PROVIDING BENEFITS TO ANY CURRENT OR FORMER EMPLOYEE, OFFICER,
DIRECTOR OR CONSULTANT OF THE COMPANY OR ANY COMPANY SUBSIDIARY OR ANY
BENEFICIARY OR DEPENDENT THEREOF THAT IS SPONSORED OR MAINTAINED BY THE COMPANY
OR ANY COMPANY SUBSIDIARY OR TO WHICH THE COMPANY OR ANY COMPANY SUBSIDIARY
CONTRIBUTES OR IS OBLIGATED TO CONTRIBUTE OR IS PARTY, WHETHER OR NOT WRITTEN,
INCLUDING ANY MATERIAL "EMPLOYEE WELFARE BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), ANY "EMPLOYEE PENSION BENEFIT PLAN" WITHIN THE MEANING OF
SECTION 3(2) OF ERISA (WHETHER OR NOT SUCH PLAN IS SUBJECT TO ERISA) AND ANY
MATERIAL BONUS, INCENTIVE, DEFERRED COMPENSATION, VACATION, STOCK PURCHASE,
STOCK OPTION OR EQUITY AWARD, EQUITY-BASED SEVERANCE, EMPLOYMENT, CHANGE OF
CONTROL, CONSULTING OR FRINGE BENEFIT PLAN, PROGRAM, AGREEMENT OR POLICY.
EACH
BENEFIT PLAN IS LISTED ON SECTION 2.2(P)(1) OF THE COMPANY'S DISCLOSURE
SCHEDULE.
TRUE AND COMPLETE COPIES OF ALL BENEFIT PLANS LISTED ON
SECTION 2.2(P)(1) OF THE COMPANY'S DISCLOSURE SCHEDULE HAVE BEEN MADE AVAILABLE
TO THE INVESTOR PRIOR TO THE DATE HEREOF OR HAVE BEEN FILED WITH A COMPANY
REPORT.
(2)
WITH RESPECT TO EACH BENEFIT PLAN, (A) THE
COMPANY AND THE COMPANY SUBSIDIARIES HAVE COMPLIED, AND ARE NOW IN COMPLIANCE,
IN ALL MATERIAL RESPECTS, WITH THE APPLICABLE PROVISIONS OF ERISA, AND THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND ALL OTHER LAWS AND
REGULATIONS APPLICABLE TO SUCH BENEFIT PLAN AND (B) EACH
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BENEFIT PLAN HAS BEEN ADMINISTERED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH
ITS TERMS.
EXCEPT AS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY, NONE OF THE COMPANY OR THE COMPANY SUBSIDIARIES
NOR ANY OF THEIR RESPECTIVE ERISA AFFILIATES HAS INCURRED ANY WITHDRAWAL
LIABILITY AS A RESULT OF A COMPLETE OR PARTIAL WITHDRAWAL FROM A MULTIEMPLOYER
PLAN, AS THOSE TERMS ARE DEFINED IN PART I OF SUBTITLE E OF TITLE IV OF ERISA,
THAT HAS NOT BEEN SATISFIED IN FULL.
"ERISA AFFILIATE" MEANS ANY ENTITY, TRADE
OR BUSINESS, WHETHER OR NOT INCORPORATED, WHICH TOGETHER WITH THE COMPANY AND
THE COMPANY SUBSIDIARIES WOULD BE DEEMED A "SINGLE EMPLOYER" WITHIN THE MEANING
OF SECTION 4001 OF ERISA OR SECTIONS 414(B), (C), (M) OR (O) OF THE CODE.
(3)
EACH BENEFIT PLAN WHICH IS SUBJECT TO ERISA
(AN "ERISA PLAN") THAT IS AN "EMPLOYEE PENSION BENEFIT PLAN" WITHIN THE MEANING
OF SECTION