COMPANY HAS ANY LIABILITY, INCLUDING ANY
CONTINGENT LIABILITY, FOR THE PAYMENT OR DELIVERY OF ANY PREMIUMS, COMPENSATION
OR BENEFITS RELATING TO THE BUSINESS (COLLECTIVELY, THE "PLANS").
FOR PURPOSES
OF THE PRECEDING SENTENCE, AN "EMPLOYEE BENEFIT PLAN" IS ANY OF THE FOLLOWING
THAT BENEFITS OR IS INTENDED TO BENEFIT ANY CURRENT OR FORMER EMPLOYEE OR
DIRECTOR (WHETHER OR NOT AN EMPLOYEE) OF, OR CONSULTANT OR OTHER SERVICE
PROVIDER (WHETHER OR NOT AN EMPLOYEE) WITH RESPECT TO, THE COMPANY, OR THE
BENEFICIARIES OF ANY OF THEM:
(A) A "PLAN" DESCRIBED IN SECTION 3(3) OF ERISA;
(B) A STOCK BONUS, STOCK OPTION, STOCK PURCHASE, RESTRICTED STOCK, STOCK
APPRECIATION RIGHT, OR OTHER EQUITY-BASED PLAN, POLICY, PROGRAM, AGREEMENT OR
ARRANGEMENT; OR (C) AN INCENTIVE, BONUS, STAY BONUS, DEFERRED COMPENSATION,
RETIREE MEDICAL OR LIFE INSURANCE, SUPPLEMENTAL RETIREMENT, TERMINATION, SALARY
CONTINUATION, SEVERANCE, CHANGE IN CONTROL, FRINGE BENEFIT OR OTHER BENEFIT
PLAN, POLICY, PROGRAM, AGREEMENT OR ARRANGEMENT, OF WHATEVER DESCRIPTION.
WITH
RESPECT TO EACH EMPLOYEE BENEFIT PLAN, THE COMPANY HAS PROVIDED OR MADE
AVAILABLE TO PARENT A TRUE AND COMPLETE COPY OF EACH OF THE FOLLOWING, TOGETHER
WITH ALL AMENDMENTS:
(I) THE EMPLOYEE BENEFIT PLAN, (II) FOR EACH EMPLOYEE
BENEFIT PLAN SUBJECT TO THE REQUIREMENT THAT ANNUAL REPORTS BE FILED ON A FORM
5500, THE THREE (3) MOST RECENTLY FILED SUCH ANNUAL REPORTS, (III) IN THE CASE
OF EACH EMPLOYEE BENEFIT PLAN INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF
THE CODE, THE MOST RECENT IRS DETERMINATION LETTER FOR THE EMPLOYER BENEFIT
PLAN, (IV) TO THE EXTENT APPLICABLE, ALL RELATED CUSTODIAL AGREEMENTS, INSURANCE
POLICIES, ADMINISTRATIVE SERVICES AND SIMILAR AGREEMENTS, AND (V) THE MOST
RECENT SUMMARY PLAN DESCRIPTION OR SIMILAR SUMMARY AND ANY EMPLOYEE HANDBOOK
REFERENCING THE EMPLOYEE BENEFIT PLAN.
31
(B)
EXCEPT AS SET FORTH ON SCHEDULE 5.18(B), NONE OF THE STOCKHOLDER,
THE COMPANY OR ANY OTHER PERSON (INCLUDING AN ENTITY) THAT TOGETHER WITH THE
STOCKHOLDER OR THE COMPANY IS OR AT ANY RELEVANT TIME WAS TREATED AS A SINGLE
EMPLOYER UNDER SECTION 414(B), (C), (M) OR (O) OF THE CODE (EACH, AS WELL AS
STOCKHOLDER AND THE COMPANY, AN "ERISA AFFILIATE") HAS EVER CONTRIBUTED OR BEEN
REQUIRED TO CONTRIBUTE TO WITHIN THE LAST SIX (6) YEARS, HAS EVER SPONSORED OR
MAINTAINED OR HAS ANY LIABILITY WITH RESPECT TO, NOR HAS ANY EVENT OCCURRED
WITHIN THE LAST SIX (6) YEARS THAT IS REASONABLY LIKELY TO GIVE RISE TO ANY
LIABILITY WITH RESPECT TO, (I) A PENSION PLAN (WITHIN THE MEANING OF
SECTION 3(2) OF ERISA) SUBJECT TO SECTION 412 OF THE CODE OR TITLE IV OF ERISA,
(II) A MULTIEMPLOYER PLAN (WITHIN THE MEANING OF SECTION 3(37) OR 4001(A)(3) OF
ERISA (A "MULTIEMPLOYER PLAN"), (III) A SINGLE EMPLOYER PENSION PLAN (WITHIN THE
MEANING OF SECTION 4001(A)(15) OF ERISA) FOR WHICH AN ERISA AFFILIATE WOULD
REASONABLY BE EXPECTED TO INCUR LIABILITY UNDER SECTION 4063 OR 4064 OF ERISA,
OR (IV) A VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION WITHIN THE MEANING OF
SECTION 501(C)(9) OF THE CODE.
EXCEPT AS PROVIDED IN SCHEDULE 5.18(B), THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WILL NOT,