Employees and Employee Benefit Plans (a) Except as set forth at Section 5.14(a) of the OLYMPIC Disclosure Schedule, neither OLYMPIC nor any Subsidiary of OLYMPIC has entered into any employment contract or arrangement with any director, officer, employee or any other consultant or Person (i) which is not terminable by it at will without liability, except as the right of OLYMPIC or such Subsidiary to terminate its employees at will may be limited by applicable federal, state or foreign law, or (ii) under which OLYMPIC or any Subsidiary of OLYMPIC could have any material liability (collectively, the "OLYMPIC Employment Agreements"). (b) Except as set forth in Section 5.14(b) of the OLYMPIC Disclosure Schedule, neither OLYMPIC nor any Subsidiary maintains any Employee Plans. (c) OLYMPIC has made available to FMFK true, complete and correct copies of (i) each OLYMPIC Employment Agreement, (ii) each Employee Plan (or, in the case of any unwritten Employee Plans, descriptions thereof), (iii) the most recent annual report on Form 5500 filed with the IRS with respect to each Employee Plan (if any such report was required), (iv) the most recent summary plan description for each Employee Plan for which such summary plan description is required, (v) each trust agreement and group annuity contract relating to any Employee Plan, (vi) each determination letter and any outstanding request for a determination letter, and (vii) all correspondence with the IRS or the United States Department of Labor relating to any outstanding controversy or audit. Each Employee Plan complies in all material respects with applicable laws, including, without limitation, ERISA and the Code. (d) Each Employee Plan has been maintained, funded, operated and administered in compliance in all material respects with all applicable laws and regulations, including but not limited to, ERISA, the Code, and the Health Insurance Portability and Accountability Act of 1996. Each Employee Plan that is intended to be qualified under section 401(a) of the Code and each trust forming a part thereof that is intended to be exempt from taxation under section 501(a) of the Code has received a favorable determination letter from the IRS as to its qualification and tax-exempt status and nothing has occurred, whether by any action or any failure to act, since the date of such determination letter that could adversely affect the qualification of such Employee Plan or the tax-exempt status of such related trust. No event has occurred and, to the Knowledge of OLYMPIC, there currently exists no condition or set of circumstances in connection with OLYMPIC that could reasonably be expected to be subject to any liability under the terms of any Employee Plans (other than for benefits payable in the normal course of the operations of the Employee Plans), ERISA, the Code or any other applicable law, including any liability under Title IV of ERISA. Each Employee Plan can be amended or terminated in accordance with its terms and any applicable law without any material liability to OLYMPIC or any of its Subsidiaries. No Employee Plan is a "multiemployer plan" as defined in section 3(37) of ERISA and 414(f) of the Code, or a "multiple employer plan" as described in section 4063(a) of ERISA and 413 of the Code, and none of OLYMPIC, any of its Subsidiaries or any ERISA Affiliate has ever contributed or had an obligation to contribute to any multiemployer plan or any plan subject to Title IV of ERISA. For purposes of this Section 5.14(d), an "ERISA Affiliate" is any organization that is a member of the controlled group of organizations of FMFK and its Subsidiaries (within the meaning of sections 414(b), (c), (m) or (o) of the Code). (e) Except as set forth in Section 5.14(e) of OLYMPIC Disclosure Schedule, no current or former director, officer or other employee of, or consultant to, OLYMPIC or any of its Subsidiaries will become entitled to any retirement, severance or similar benefit or enhanced or accelerated benefit (including any acceleration of vesting or lapse of repurchase rights or obligations with respect to any employee stock option or other benefit under any stock option plan or compensation plan or arrangement of OLYMPIC) as a result of the transactions contemplated hereby. (f) Except as set forth in Section 5.14(f) of OLYMPIC Disclosure Schedule, no Employee Plan provides post-retirement health and medical, life or other insurance benefits for retired employees of OLYMPIC or any of its Subsidiaries (other than benefit coverage mandated by applicable statute, including benefits provided pursuant to COBRA). The unfunded post retirement benefit obligation (determined as of December 31, 2003 in accordance with United States Financial Accounting Standards Board Statement No. 106) of OLYMPIC and its Subsidiaries with respect to all post retirement benefits of their current and former employees equals the amount set forth in OLYMPIC Balance Sheet. (g) There has been no amendment to, written interpretation or announcement (whether or not written) by OLYMPIC or any of its affiliates relating to, or change in employee participation or coverage under, any Employee Plan that would increase materially the expense of maintaining such Employee Plan above the level of the expense incurred in respect thereof for the twelve (12) months ended on the OLYMPIC Balance Sheet Date.