SAVINGS, STOCK
PURCHASE, STOCK OPTION, SEVERANCE, EMPLOYMENT, CHANGE-IN-CONTROL, FRINGE
BENEFIT, COLLECTIVE BARGAINING, BONUS, INCENTIVE, DEFERRED COMPENSATION AND ALL
OTHER EMPLOYEE BENEFIT PLANS, AGREEMENTS, PROGRAMS, POLICIES OR OTHER
ARRANGEMENTS (WHETHER OR NOT SUBJECT TO ERISA).
SECTION 3.13(B)(I) OF THE
DISCLOSURE SCHEDULE SETS FORTH A LIST OF EACH BENEFIT PLAN AS TO WHICH BOTH (A)
ANY EMPLOYEE OF THE SELLERS OR PARTHENON LTD. (COLLECTIVELY, THE "EMPLOYEES"),
OR FORMER EMPLOYEES, HAS ANY PRESENT OR FUTURE RIGHT TO BENEFITS AND (B) THE
SELLERS OR PARTHENON LTD. HAVE ANY PRESENT OR FUTURE LIABILITY (EACH, A "SELLER
BENEFIT PLAN").
(II)
WITH RESPECT TO EACH SELLER BENEFIT PLAN,
THE SELLERS HAVE MADE AVAILABLE TO THE BUYERS A COPY OR WRITTEN DESCRIPTION
THEREOF.
(III)
EACH SELLER BENEFIT PLAN HAS BEEN
ESTABLISHED AND ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND IS IN COMPLIANCE
WITH THE APPLICABLE PROVISIONS OF ERISA, THE CODE AND OTHER APPLICABLE LAWS, IN
ALL MATERIAL RESPECTS.
(IV)
NEITHER THE SELLERS NOR PARTHENON LTD.
SPONSORS, CONTRIBUTES TO OR
21
HAS ANY LIABILITY WITH RESPECT TO ANY BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA.
(V)
NEITHER THE SELLERS NOR PARTHENON LTD.
SPONSORS, CONTRIBUTES TO OR HAS ANY LIABILITY WITH RESPECT TO ANY MEDICAL,
HEALTH OR DENTAL BENEFITS PLAN OR PROGRAM UNDER WHICH BENEFITS ARE PAID IN FULL
OR IN PART FROM ITS GENERAL ASSETS.
(VI)
NEITHER THE SELLERS NOR PARTHENON LTD.
SPONSORS, CONTRIBUTES TO OR HAS ANY LIABILITY RESPECT TO ANY "EXCESS BENEFIT
PLAN", AS DESCRIBED IN
SECTION 4(B)(5) OF ERISA OR "DEFERRED COMPENSATION" PLAN
OR PROGRAM AS DESCRIBED IN SECTION 301(A)(3) OF ERISA.
(C)
EMPLOYMENT CONTRACTS.
EXCEPT AS SET FORTH
AT SECTION 3.13(E) OF THE DISCLOSURE SCHEDULE, THERE ARE NO EMPLOYMENT CONTRACTS
BETWEEN THE SELLERS OR PARTHENON LTD., ON THE ONE HAND, AND THE EMPLOYEES, ON
THE OTHER HAND, OTHER THAN CONTRACTS REPRESENTING THE STANDARD TERMS AND
CONDITIONS OF EMPLOYMENT PREVAILING BETWEEN THE SELLERS, PARTHENON LTD. AND
THEIR RESPECTIVE EMPLOYEES.
(D)
PAYMENT OF WAGES AND BENEFITS.
AS OF
FEBRUARY 21, 2003, THE SELLERS HAD PAID ALL SALARIES, WAGES, BONUSES, VACATION
PAY, MISCELLANEOUS EMPLOYEE BENEFIT EXPENSES, EMPLOYER'S PORTION OF SOCIAL
SECURITY, MEDICARE PREMIUMS, FEDERAL AND STATE EMPLOYMENT TAXES, HEALTHCARE AND
WORKERS' COMPENSATION COSTS AND STATE UNEMPLOYMENT TAXES WITH RESPECT TO ALL OF
THEIR EMPLOYEES (AND FORMER EMPLOYEES) AND TO ALL EMPLOYEES (AND FORMER
EMPLOYEES) DUE AND PAYABLE AS OF SUCH DATE AND THE SELLERS HAVE AND WILL
CONTINUE TO PAY ALL SUCH AMOUNTS AS THEY BECOME DUE AND PAYABLE THROUGH CLOSING.
(E)
NAMES, PAY RATES, AND WORK LOCATIONS.
SECTION 3.13(E) OF THE DISCLOSURE SCHEDULE LISTS ALL OF THE EMPLOYEES AND (A)
THEIR TITLES, IF ANY; (B) THEIR WORK LOCATIONS; (C) THEIR DATES OF HIRE; (D)
THEIR CURRENT SALARIES OR WAGES; (E) ANY SPECIFIC BONUS, COMMISSION OR INCENTIVE
PLANS OR AGREEMENTS FOR OR WITH THEM; AND (F) ANY OUTSTANDING LOANS OR ADVANCES
MADE TO THEM.
(F)
U.K. EMPLOYMENT.
(I) SCHEDULE 3.13(F)
LISTS ALL EMPLOYEES OF THE U.K. BUSINESS (THE "TUPE EMPLOYEES") AND THE
EMPLOYEES OF PARTHENON LTD. (TOGETHER, THE "TRANSFERRED U.K. EMPLOYEES") AND NO
PERSONS OTHER THAN