OF THE DATE STATED THEREON, INCLUDING, AND INDICATING AS SUCH,
ANY SUCH EMPLOYEES WHO ARE ON AUTHORIZED LEAVES OF ABSENCE, LEAVES OF ABSENCE
PURSUANT TO LEGALLY MANDATED PROGRAMS OR POLICIES, OR SHORT- OR LONG-TERM
DISABILITY AND ANY DATE ON WHICH ANY SUCH EMPLOYEE IS EXPECTED TO RETURN TO
ACTIVE EMPLOYMENT (THE "DOMESTIC EMPLOYEES"), AND (II) ALL EMPLOYEES EMPLOYED BY
ANY MDL GROUP COMPANY OUTSIDE OF THE UNITED STATES OR ANY OF SELLERS OR THEIR
AFFILIATES OUTSIDE OF THE UNITED STATES PRIMARILY IN RELATION TO THE BUSINESS
(THE "FOREIGN EMPLOYEES," AND TOGETHER WITH THE DOMESTIC EMPLOYEES, THE
"EMPLOYEES"), INCLUDING WITH RESPECT TO EACH EMPLOYEE, SUCH EMPLOYEE'S JOB
TITLE, CURRENT SALARY AND BONUS AMOUNTS AND THE GEOGRAPHIC LOCATION OF THE
FACILITY THAT IS THE PRINCIPAL PLACE OF EMPLOYMENT FOR EACH EMPLOYEE.
SCHEDULE
2.8(A)(II) ALSO SETS FORTH A LIST OF EACH "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN
SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")), AND EACH WRITTEN PLAN, AGREEMENT, PROGRAM, POLICY OR OTHER
ARRANGEMENT INVOLVING DIRECT OR INDIRECT COMPENSATION (OTHER THAN WORKERS'
COMPENSATION, UNEMPLOYMENT COMPENSATION AND OTHER GOVERNMENTAL PROGRAMS),
EMPLOYMENT, CONSULTING, DISABILITY BENEFITS, SUPPLEMENTAL UNEMPLOYMENT BENEFITS,
VACATION BENEFITS, SEVERANCE, BONUS, RETENTION BONUS, CHANGE OF CONTROL,
INCENTIVE, DEFERRED COMPENSATION, RETIREMENT, PROFIT-SHARING, POST-RETIREMENT
WELFARE BENEFITS, STOCK OPTIONS, STOCK APPRECIATION RIGHTS OR OTHER
EQUITY-RELATED COMPENSATION, OR OTHER BENEFITS, ENTERED INTO OR MAINTAINED OR
CONTRIBUTED TO BY THE MDL GROUP COMPANIES OR ANY PERSON THAT, TOGETHER WITH THE
MDL GROUP COMPANIES, WOULD BE DEEMED A "SINGLE EMPLOYER" (WITHIN THE MEANING OF
SECTIONS 414(B), (C), (M) AND (O) OF THE
CODE, SUCH PERSONS BEING REFERRED TO
AS "RELATED PERSONS"), FOR THE BENEFIT OF EMPLOYEES OR FORMER EMPLOYEES OF THE
MDL GROUP COMPANIES OR EMPLOYEES OR FORMER EMPLOYEES OF ANY OF SELLERS OR THEIR
AFFILIATES IN RESPECT OF THE BUSINESS ("EMPLOYEE BENEFIT PLANS"), OR WITH
RESPECT TO WHICH THE MDL GROUP COMPANIES ARE REASONABLY EXPECTED IN THE FUTURE
TO HAVE ANY LIABILITY (CONTINGENT OR OTHERWISE).
A CORRECT AND COMPLETE
DESCRIPTION OR SUMMARY OF EACH EMPLOYEE BENEFIT PLAN HAS BEEN MADE AVAILABLE TO
BUYER BY SELLERS.
12
(B)
THE MDL GROUP COMPANIES ARE NOT SUBJECT TO ANY LIABILITY OR
PENALTY UNDER SECTIONS 4975 THROUGH 4980B OF THE CODE OR TITLE I OF ERISA.
THE
MDL GROUP COMPANIES HAVE COMPLIED WITH ALL APPLICABLE HEALTH CARE CONTINUATION
REQUIREMENTS IN SECTION 4980B OF THE CODE AND IN ERISA.
EXCEPT AS SET FORTH ON
SCHEDULE 2.8(B), NO "PROHIBITED TRANSACTION," WITHIN THE MEANING OF SECTION 4975
OF THE CODE OR SECTIONS 406 OR 407 OF ERISA AND NOT OTHERWISE EXEMPT UNDER
SECTION 408 OF ERISA, HAS OCCURRED WITH RESPECT TO ANY EMPLOYEE BENEFIT PLAN.
(C)
NONE OF THE MDL GROUP COMPANIES CURRENTLY MAINTAINS, CONTRIBUTES
TO, IS REQUIRED TO CONTRIBUTE TO OR HAS ANY LIABILITIES WITH RESPECT TO, OR HAS
EVER IN THE PAST MAINTAINED, CONTRIBUTED TO, BEEN REQUIRED TO CONTRIBUTE TO OR
HAD ANY LIABILITIES WITH RESPECT TO, ANY "MULTIEMPLOYER PLAN" WITHIN THE MEANING
OF SECTION 3(37) OF ERISA.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 2.8(D),