TAX
IMPOSED PURSUANT TO CHAPTER 43 OF SUBTITLE D OF THE CODE;
8.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (A) REQUIRE THE COMPANIES OR
ANY ERISA AFFILIATE TO MAKE A LARGER CONTRIBUTION TO, OR PAY GREATER BENEFITS
UNDER, ANY EMPLOYEE PLAN OR BENEFIT ARRANGEMENT THAN IT OTHERWISE WOULD, OR
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(B) CREATE OR GIVE RISE TO ANY ADDITIONAL VESTED RIGHTS OR SERVICE CREDITS UNDER
ANY EMPLOYEE PLAN OR BENEFIT ARRANGEMENT.
(C)
NEITHER THE COMPANIES NOR ANY ERISA AFFILIATE IS A PARTY TO ANY
AGREEMENT, NOR HAVE THE COMPANIES OR ANY ERISA AFFILIATE ESTABLISHED ANY POLICY
OR PRACTICE, REQUIRING IT TO MAKE A PAYMENT OR PROVIDE ANY OTHER FORM OF
COMPENSATION OR BENEFIT TO ANY PERSON PERFORMING SERVICES FOR SUCH ENTITY UPON
TERMINATION OF SUCH SERVICES WHICH WOULD NOT BE PAYABLE OR PROVIDED IN THE
ABSENCE OF THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, NO PAYMENTS HAVE OR WILL BE MADE HEREUNDER OR
UNDER THE EMPLOYEE PLANS OR BENEFIT ARRANGEMENTS WHICH, IN THE AGGREGATE, WOULD
RESULT IN IMPOSITION OF THE SANCTIONS IMPOSED UNDER SECTIONS 280G AND 4999 OF
THE CODE.
(E)
EACH EMPLOYEE PLAN AND BENEFIT ARRANGEMENT MAY BE UNILATERALLY
AMENDED OR TERMINATED IN ITS ENTIRETY WITHOUT LIABILITY EXCEPT AS TO BENEFITS
ACCRUED THEREUNDER PRIOR TO SUCH AMENDMENT OR TERMINATION.
(F)
SCHEDULE 8.2(F) HERETO SETS FORTH THE NAME AND ANNUAL COMPENSATION
OF EACH SALARIED EMPLOYEE, AND THE HOURLY RATE AND YEAR-TO-DATE COMPENSATION
THROUGH THE MOST RECENT PAY PERIOD OF EACH NON-SALARIED EMPLOYEE OF THE
COMPANIES OR AN ERISA AFFILIATE AS OF THE DATE OF THIS AGREEMENT, AND NONE OF
SAID EMPLOYEES ARE SUBJECT TO UNION OR COLLECTIVE BARGAINING AGREEMENTS WITH THE
COMPANIES OR AN ERISA AFFILIATE.
EXCEPT AS OTHERWISE SET FORTH IN SCHEDULE
8.2(F) NEITHER THE COMPANIES NOR ANY ERISA AFFILIATE HAS AT ANY TIME WITHIN FIVE
YEARS PRECEDING THE DATE OF THIS AGREEMENT HAD OR BEEN THREATENED WITH ANY WORK
STOPPAGES OR OTHER LABOR DISPUTES OR CONTROVERSIES WITH RESPECT TO ITS
EMPLOYEES.
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(G)
EXCEPT FOR THE INDIVIDUALS IDENTIFIED ON SCHEDULE 8.2(G) HERETO, NO
INDIVIDUAL IS RECEIVING CONTINUATION COVERAGE UNDER ANY EMPLOYEE PLAN OR BENEFIT
ARRANGEMENT PURSUANT TO THE CONTINUATION OF COVERAGE PROVISIONS CONTAINED IN
SECTION 4980B OF THE CODE, SECTIONS 601 THROUGH 608 OF ERISA, OR APPLICABLE
STATE LAWS.
8.3
EMPLOYEE BENEFIT PLANS AND BENEFIT
ARRANGEMENTS.
(A)
SECTION 8.3(A)1. SHALL APPLY TO THE EMPLOYEE PLAN THAT IS THE
PROFIT SHARING PLAN, SECTION 8.3(A)2. SHALL APPLY TO EMPLOYEE PLANS AND BENEFIT
ARRANGEMENTS OTHER THAN THE PROFIT SHARING PLAN, AND SECTION 8.3(A)3. SHALL
APPLY TO THE ACTIONS AGREED TO IN SECTIONS 8.3(A)1. AND 8.3(A)2. HEREIN.
1.
PROFIT SHARING:
(A)
SELLERS AGREE TO CAUSE THE COMPANIES TO MAKE A SUBMISSION TO, AND
REQUEST A COMPLIANCE STATEMENT FROM, THE VOLUNTARY COMPLIANCE PROGRAM UNDER THE
EMPLOYEE PLANS COMPLIANCE RESOLUTION SYSTEM (EPCRS) FOR APPROVAL OF CORRECTIONS
MADE TO CORRECT OPERATIONAL AND FORM ERRORS RELATING TO THE FAILURE