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<br />with, the rights of any Person with respect to the use of any Intelrectual Property that, in either such
<br />case, individually or in the aggregate, have had or would be reasonably expected to have, a
<br />Company Material Adverse Effect.
<br />
<br />Section 3.21 Emnlovees. Officers and Directors. The Company has delivered or made
<br />available, or will deliver or make available within 15 days after the date hereof, a list, accUrate in
<br />all material respects, of the names and positions of each of the officers, directors and employees (in
<br />the case of employees eaming at least $25,000 per year) of each Company Entity, and the annual
<br />wage, salary and bonus information for such employees as of the date hereof.
<br />
<br />Section 3.22 Emplovee Benefits.
<br />
<br />(a) List of Benefit Plans. All of the Company Entities' material Benefit Plans are
<br />listed and described in Schedule 3.22 to this Agreement, and complete and accurate copies of
<br />(including any amendments to) any such written Benefit Plans (or related insurance policies) have
<br />been furnished, or will be made available within 30 days after the date hereof, to Parent, along with
<br />copies of any employee handbooks or similar documents describing such Benefit Plans. Any
<br />material unwritten Benefit Plans also are listed in Schedule 3.22. Except as disclosed in Schedule
<br />3.22, no Company Entity is a party to or has in effect or to become effective after the date hereof
<br />any plan arrangement that will become a Benefit Plan (including, but not limited to, any bonus, cash
<br />or deferred compensation, severance, medical, pension, profit sharing or thrift, stock option,
<br />employee stock ownership, life or group insurance, death benefit, vacation, sick leave, disability or
<br />trust agreement or arrangement), or any amendment to a Benefit Plan.
<br />
<br />(b) Reporting. The Company Entities have made available to Parent, or will
<br />make available within 30 days after the date hereof, the Forms 5500 filed for each of the Benefit
<br />Plans (including all attachments and schedules), actuarial reports, summaries of material
<br />modifications, summary annual reports, and any other employer notices required to be filed or
<br />distributed under ERISA (including governmental filings and descriptions of material changes to
<br />Benefit Plans relating to the Company Entities' Benefit Plans for the last three plan years, and the
<br />current summary plan descriptions).
<br />
<br />(c) Compliance. Each Benefit Plan has been administered in compliance with
<br />its own terms and in compliance with the provisions of ERISA, the Code, the Age Discrimination
<br />in Employment Act and any other applicable Legal Requirements where individually or in the
<br />aggregate the failure to comply would not reasonably be likely to have a Company Material Adverse
<br />Effect.
<br />
<br />(d) Multiemplover Plans. No Company Entity nor any Affiliate of any Company
<br />Entity is contributing to, is required to contribute to, or has contributed within the last six years to,
<br />any Multiemployer Plan, and no Company Entity nor any Affiliate of any Company Entity has
<br />incurred within the last six years, or reasonably expects to incur, any "withdrawal liability," as
<br />defined under Section 4201 et seq. of ERISA.
<br />
<br />AT1I90584-8
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