SELLERS
DISCLOSURE SCHEDULES SETS FORTH BONUSES THAT WOULD BE DUE IMMEDIATELY AFTER THE
CLOSING DATE TO THE INDIVIDUALS LISTED ON IT IF SUCH INDIVIDUAL PERFORMED HIS OR
HER OBLIGATIONS PURSUANT TO THE DOCUMENTS GOVERNING SUCH BONUSES (THE "STAY
BONUSES").
5.10.
Employee Benefit Matters.
(A)
"COMPANY BENEFIT PLANS" MEANS ALL EMPLOYEE BENEFIT AND
COMPENSATION PLANS, PROGRAMS, AGREEMENTS AND ARRANGEMENTS, INCLUDING ALL
"EMPLOYEE BENEFIT PLANS" (WITHIN THE MEANING OF SECTION 3(3) OF ERISA), ALL
EMPLOYMENT OR CONSULTING AGREEMENTS, ALL RETIREMENT, PROFIT SHARING, SAVINGS,
PENSION, DEFERRED COMPENSATION, CHANGE IN CONTROL AND RETENTION PLANS, ALL
HEALTH, MEDICAL, VISION, DENTAL, SEVERANCE, INSURANCE, DISABILITY AND OTHER
EMPLOYEE WELFARE PLANS AND ALL INCENTIVE, BONUS, STOCK OPTION OR OTHER
EQUITY-BASED COMPENSATION, STOCK PURCHASE, VACATION, FRINGE BENEFIT AND OTHER
PLANS IN EACH CASE, WHETHER ORAL OR WRITTEN, FUNDED OR UNFUNDED, OR INSURED OR
SELF-INSURED, THAT ARE MAINTAINED, SPONSORED, CONTRIBUTED TO OR REQUIRED TO BE
CONTRIBUTED TO, BY ANY OF THE COMPANIES OR BY ANY ERISA AFFILIATE OF THE
COMPANIES OR TO WHICH ANY OF THE COMPANIES OR ANY ERISA AFFILIATE OF ANY OF THE
COMPANIES HAS OR MAY HAVE HAD ANY MATERIAL LIABILITY (CONTINGENT OR OTHERWISE),
IN EACH CASE FOR OR TO ANY CURRENT OR FORMER EMPLOYEES, DIRECTORS, OFFICERS OR
CONSULTANTS OF ANY OF THE COMPANIES.
SCHEDULE 5.10(A) OF THE SELLERS DISCLOSURE
SCHEDULE LISTS ALL COMPANY BENEFIT PLANS THAT CURRENTLY ARE MAINTAINED,
SPONSORED, CONTRIBUTED TO, OR REQUIRED TO BE CONTRIBUTED TO, BY ANY OF THE
COMPANIES OR BY ANY ERISA AFFILIATE OF THE COMPANIES, OR IN WHICH ANY OF THE
COMPANIES PARTICIPATES OR ITS FUTURE PARTICIPATION HAS BEEN ANNOUNCED.
(B)
WITH RESPECT TO THE COMPANIES:
(I) NO COMPANY OR ANY ERISA
AFFILIATE OF SUCH COMPANY SPONSORS, MAINTAINS OR CONTRIBUTES TO, OR HAS AT ANY
TIME SPONSORED, MAINTAINED OR CONTRIBUTED TO, OR HAS PARTICIPATED IN OR ITS
FUTURE PARTICIPATION HAS BEEN ANNOUNCED IN, ANY
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MULTI-EMPLOYER PLAN AS DEFINED IN SECTION 3(37) OF ERISA (A "MULTIEMPLOYER
PLAN") OR ANY PENSION PLAN SUBJECT TO TITLE IV OF ERISA; (II) NO COMPANY OR ANY
ERISA AFFILIATE OF SUCH COMPANY HAS WITHDRAWN OR PARTIALLY WITHDRAWN FROM ANY
MULTIEMPLOYER PLAN WITH RESPECT TO WHICH THERE IS ANY OUTSTANDING LIABILITY AS
OF THE DATE OF THIS AGREEMENT; (III) TO THE KNOWLEDGE OF THE SELLERS, NO EVENT
HAS OCCURRED OR CIRCUMSTANCE EXISTS, INCLUDING THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, THAT PRESENTS A RISK OF THE OCCURRENCE OF ANY WITHDRAWAL FROM,
OR THE TERMINATION, REORGANIZATION, OR INSOLVENCY OF, ANY MULTIEMPLOYER PLAN
THAT COULD RESULT IN ANY LIABILITY OF THE COMPANIES OR THE BUYERS TO A
MULTIEMPLOYER PLAN THAT WOULD HAVE A MATERIAL ADVERSE EFFECT; AND (IV) NO
COMPANY HAS RECEIVED NOTICE FROM ANY MULTIEMPLOYER PLAN THAT IT IS IN
REORGANIZATION OR IS INSOLVENT, THAT INCREASED CONTRIBUTIONS MAY BE REQUIRED TO
AVOID A REDUCTION IN PLAN BENEFITS OR THE IMPOSITION OF ANY EXCISE TAX, OR THAT
SUCH PLAN INTENDS TO TERMINATE OR HAS TERMINATED.
(C)
WITH RESPECT TO EACH COMPANY BENEFIT PLAN, THE SELLERS HAVE MADE
AVAILABLE THE BUYERS COPIES OF (I) ALL PLAN DOCUMENTS (INCLUDING ALL