PLAN AND EACH EMPLOYEE AGREEMENT OF LITMUS AND ITS SUBSIDIARIES.
LITMUS AND ITS SUBSIDIARIES HAVE NO PLAN OR COMMITMENT, WHETHER LEGALLY BINDING
OR NOT, TO ESTABLISH ANY NEW EMPLOYEE PLAN, TO ENTER INTO ANY EMPLOYEE AGREEMENT
OR TO MODIFY OR TO TERMINATE ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT (EXCEPT TO
THE EXTENT REQUIRED BY LAW AS PREVIOUSLY DISCLOSED TO THK, OR AS REQUIRED BY
THIS AGREEMENT).
(B)
LITMUS HAS PROVIDED TO THK AND LITMUS ACQUISITION SUB (1) CURRENT,
TRUE AND COMPLETE COPIES OF EACH EMPLOYEE PLAN AND EACH EMPLOYEE AGREEMENT,
INCLUDING ALL AMENDMENTS THERETO, AND TRUST OR FUNDING AGREEMENTS WITH RESPECT
THERETO, (2) THE TWO MOST RECENT ANNUAL ACTUARIAL VALUATIONS, IF ANY, PREPARED
FOR EACH EMPLOYEE PLAN, (3) THE TWO MOST RECENT ANNUAL REPORTS (SERIES 5500 AND
ALL SCHEDULES THERETO), IF ANY, REQUIRED UNDER ERISA IN CONNECTION WITH EACH
EMPLOYEE PLAN OR RELATED TRUST, (4) A STATEMENT OF ALTERNATIVE FORM OF
COMPLIANCE PURSUANT TO DEPARTMENT OF LABOR REGULATION §2520.104-23, IF ANY,
FILED FOR EACH EMPLOYEE PLAN WHICH IS AN "EMPLOYEE PENSION BENEFIT PLAN" AS
DEFINED IN SECTION 3(2) OF ERISA FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY
COMPENSATED EMPLOYEES, (5) THE MOST RECENT DETERMINATION LETTER RECEIVED FROM
THE IRS, IF ANY, FOR EACH EMPLOYEE PLAN AND RELATED TRUST WHICH IS INTENDED TO
SATISFY THE REQUIREMENTS OF SECTION 401(A) OF THE CODE, (6) IF THE EMPLOYEE PLAN
IS FUNDED, THE MOST RECENT ANNUAL AND PERIODIC ACCOUNTING OF EMPLOYEE PLAN
ASSETS, AND (7) THE MOST RECENT SUMMARY PLAN DESCRIPTION TOGETHER WITH THE MOST
RECENT SUMMARY OF MODIFICATIONS, IF ANY, REQUIRED UNDER ERISA WITH RESPECT TO
EACH EMPLOYEE PLAN.
(C)
EXCEPT TO THE EXTENT ANY ACTION DOES NOT HAVE A MATERIAL ADVERSE
EFFECT ON LITMUS OR ITS SUBSIDIARIES, (1) LITMUS AND ITS SUBSIDIARIES HAVE
PERFORMED ALL OBLIGATIONS REQUIRED TO BE PERFORMED BY IT UNDER EACH EMPLOYEE
PLAN AND EMPLOYEE AGREEMENT AND IS NOT IN DEFAULT UNDER OR IN VIOLATION OF ANY
EMPLOYEE PLAN OR EMPLOYEE AGREEMENT, (2) EACH EMPLOYEE PLAN HAS BEEN ESTABLISHED
AND MAINTAINED IN ACCORDANCE WITH ITS TERMS AND IN COMPLIANCE WITH ALL
REQUIREMENTS OF LAWS, (3) EACH EMPLOYEE PLAN INTENDED TO QUALIFY UNDER SECTION
401 OF THE CODE IS SO QUALIFIED AND A DETERMINATION LETTER HAS BEEN ISSUED BY
THE IRS TO THE EFFECT THAT EACH EMPLOYEE PLAN IS SO QUALIFIED AND THAT EACH
TRUST FORMING A PART OF ANY EMPLOYEE PLAN IS EXEMPT FROM TAX PURSUANT TO SECTION
501(A) OF THE CODE AND, TO THE KNOWLEDGE OF LITMUS AND THE SHAREHOLDERS, NO
CIRCUMSTANCES, EXIST WHICH COULD REASONABLY BE EXPECTED TO ADVERSELY AFFECT THIS
QUALIFICATION OR EXEMPTION, (4) NO "PROHIBITED TRANSACTION," WITHIN THE MEANING
OF SECTION 4975 OF THE CODE OR SECTION 406 OF ERISA, HAS OCCURRED WITH RESPECT
TO ANY EMPLOYEE PLAN, (5) THERE ARE NO ACTIONS, PROCEEDINGS, ARBITRATIONS, SUITS
OR CLAIMS PENDING OR, TO THE KNOWLEDGE OF LITMUS AND THE SHAREHOLDERS,
THREATENED OR ANTICIPATED (OTHER THAN ROUTINE CLAIMS FOR BENEFITS), WITH RESPECT
TO ANY EMPLOYEE PLAN OR EMPLOYEE AGREEMENT, (6) NO EVENT OR TRANSACTION HAS
OCCURRED WITH