Common use of Absence of Changes in Benefit Plans Clause in Contracts

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since the date of the most recent audited financial statements included in the Company SEC Documents or as would not result in any material liability, there has not been any adoption or amendment by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, arrangement or understanding (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by the Company, any of its subsidiaries, or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (a "Commonly Controlled Entity") providing benefits to any current or former employee, officer, consultant or director of the Company or any of its subsidiaries (collectively, the "Benefit Plans"), or any change in the manner in which contributions to any Benefit Plans of the Company are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements").

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since (a) From the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilityto the date of this Agreement, there has not been any adoption or amendment by neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or any of its subsidiaries of agreed to amend or modify (or announced an intention to amend or modify) any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other plan, program, arrangement or understanding understanding, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by the Company, Company or any of its subsidiaries, Company Subsidiary or any other person or entity that, together with the CompanyCompany or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "Commonly Controlled Entity") ), in each case providing benefits to any current or former employee, officer, consultant director or director independent contractor of the Company or any of its subsidiaries Company Subsidiary (each, a "Participant") and whether or not subject to United States law (collectively, the "Company Benefit Plans") or has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11), or any change in the manner in which contributions to any Benefit Plans of the such Company Pension Plan are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between other than changes made pursuant to any collective bargaining agreement to which the Company or any of its subsidiaries and any current or former employeeCompany Subsidiary is a party. Since December 31, officer2002, consultant or director of the Company has not adopted, amended, modified or agreed to amend or modify (or announced an intention to amend or modify) any Company Benefit Plan so as to accelerate the vesting of its subsidiaries or (2) agreements between the any Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")Employee Stock Option.

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC DocumentsFrom March 31, since 2005 to the date of the most recent audited financial statements included in this Agreement, neither the Company SEC Documents nor any Company Subsidiary (a) has terminated, adopted, amended, modified or as would not result in any material liability, there has not been any adoption agreed to amend or amendment by the Company modify (or any of its subsidiaries of announced an intention to amend or modify) any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other plan, program, arrangement or understanding understanding, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by the Company, Company or any of its subsidiaries, Company Subsidiary or any other person or entity that, together with the CompanyCompany or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "“Commonly Controlled Entity") ”), in each case providing material benefits to any current or former employee, officer, consultant or director of the Company or any of its subsidiaries Participant (collectively, the "“Company Benefit Plans"”) or (b) has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11(a)), or any change in the manner in which contributions to any Benefit Plans of the such Company Pension Plan are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between other than changes made pursuant to any collective bargaining agreement to which the Company or any Company Subsidiary is a party; provided, however, that the representation contained in clauses (a) and (b) of its subsidiaries and any current or former employee, officer, consultant or director of this Section 3.10 shall only apply to items which the Company or any of its subsidiaries or (2) agreements between reasonably believes would result in a Company Material Adverse Effect. Since March 31, 2005, the Company has not adopted, amended, modified or agreed to amend or modify (or announced an intention to amend or modify) any Company Benefit Plan so as to accelerate the vesting of its subsidiaries and any current Company Stock Option or former employee, officer, consultant Holding Stock Option or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or materially change the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")or conditions thereof.

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since From the date of the most recent audited financial statements included in the Filed Company SEC Documents or to the date of this Agreement, and except as would not result disclosed in any material liabilitythe Applicable Filed Company SEC Disclosures, there has not been any adoption establishment, adoption, entering into, amendment or amendment modification in any material respect by the Company or any of its subsidiaries Company Subsidiary or termination of any collective bargaining agreement or any bonuspension, pensionretirement, profit sharing, deferred compensation, bonus, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefitor other equity-based compensation, vacation, severance, change in control, disability, death benefit, hospitalization, medical, welfare benefit or other employee benefits plan, program, policy, arrangement or understanding (whether or not legally binding) includingsponsored, without limitationmaintained or contributed to, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to, by the Company or any Company Subsidiary, in each case, providing compensation or benefits to by any current or former employees, consultants, officers or directors of the Company, any of its subsidiariesCompany Subsidiary, or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which the Company is otherwise jointly or severally liable under applicable Law (each, a "“Company Commonly Controlled Entity") providing benefits ”), but not including any Company Benefit Agreements (collectively, “Company Benefit Plans”). As of the date of this Agreement, except as filed as an exhibit to the Filed Company SEC Documents, there are not any employment, consulting, indemnification, retention, severance, change in control or termination agreements or arrangements between the Company or any Company Subsidiary and any current or former employee, officer, consultant officer or director of the Company or any of its subsidiaries (collectively, the "Benefit Plans"), Company Subsidiary or any change in the manner in which contributions applicable to any Benefit Plans of the Company are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director employees of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement Subsidiary (collectively, the "“Company Benefit Agreements"”).

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since (a) From the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilityto the date of this Agreement, there has not been any adoption or amendment by neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified or any of its subsidiaries of agreed to amend or modify (or announced an intention to amend or modify) any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other plan, program, arrangement or understanding understanding, whether oral or written, formal or informal, funded or unfunded (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by the Company, Company or any of its subsidiaries, Company Subsidiary or any other person or entity that, together with the CompanyCompany or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "“Commonly Controlled Entity") ”), in each case providing benefits to any current or former employee, officer, consultant director or director independent contractor of the Company or any of its subsidiaries Company Subsidiary (each, a “Participant”) and whether or not subject to United States law (collectively, the "“Company Benefit Plans"”) or has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan that is a Company Pension Plan (as defined in Section 3.11), or any change in the manner in which contributions to any Benefit Plans of the such Company Pension Plan are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between other than changes made pursuant to any collective bargaining agreement to which the Company or any of its subsidiaries and any current or former employeeCompany Subsidiary is a party. Since December 31, officer2002, consultant or director of the Company has not adopted, amended, modified or agreed to amend or modify (or announced an intention to amend or modify) any Company Benefit Plan so as to accelerate the vesting of its subsidiaries or (2) agreements between the any Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")Employee Stock Option.

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since From the date of the most recent audited financial statements included in the Company Filed Parent SEC Documents or to the date of this Agreement and except as would not result disclosed in any material liabilitythe Applicable Filed Parent SEC Disclosures, there has not been any establishment, adoption entering into, amendment or amendment modification in any material respect by the Company Parent or any of its subsidiaries Parent Subsidiary or termination of any collective bargaining agreement or any bonuspension, pensionretirement, profit sharing, deferred compensation, bonus, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefitor other equity based compensation, vacation, severance, change in control, disability, death benefit, hospitalization, medical, welfare benefit or other employee benefits plan, program, policy, arrangement or understanding (whether or not legally binding) includingsponsored, without limitationmaintained or contributed to, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to, by Parent or any Parent Subsidiary in each case, providing compensation or benefits to by the Companyany current or former employees, consultants, officers or directors of Parent, any of its subsidiariesParent Subsidiary, or any other person or entity that, together with the CompanyParent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which Parent is otherwise jointly or severally liable under applicable Law (each, a "“Parent Commonly Controlled Entity") providing benefits to ”), but not including any current or former employee, officer, consultant or director of the Company or any of its subsidiaries Parent Benefit Agreements (collectively, the "“Parent Benefit Plans"”), or any change in the manner in which contributions to any Benefit Plans . As of the Company are made or date of this Agreement, except as filed as an exhibit the basis on which such contributions are determined. Except as disclosed in the Company Filed Parent SEC Documents, there are no currently binding (1) not any employment, consulting, deferred compensation, indemnification, severance retention, severance, change in control or termination agreements or similar arrangements or understandings between the Company Parent or any of its subsidiaries Parent Subsidiary and any current or former employee, officer, consultant officer or director of the Company Parent or any Parent Subsidiary or applicable to any employees of its subsidiaries or (2) agreements between the Company Parent or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement Parent Subsidiary (collectively, the "“Parent Benefit Agreements"”).

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since From the date of the most recent audited financial statements included in the Company Filed Parent SEC Documents or to the date of this Agreement and except as would not result disclosed in any material liabilitythe Applicable Filed Parent SEC Disclosures, there has not been any establishment, adoption entering into, amendment or amendment modification in any material respect by the Company Parent or any of its subsidiaries Parent Subsidiary or termination of any collective bargaining agreement or any bonuspension, pensionretirement, profit sharing, deferred compensation, bonus, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefitor other equity based compensation, vacation, severance, change in control, disability, death benefit, hospitalization, medical, welfare benefit or other employee benefits plan, program, policy, arrangement or understanding (whether or not legally binding) includingsponsored, without limitationmaintained or contributed to, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to, by Parent or any Parent Subsidiary in each case, providing compensation or benefits to by the Companyany current or former employees, consultants, officers or directors of Parent, any of its subsidiariesParent Subsidiary, or any other person or entity that, together with the CompanyParent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which Parent is otherwise jointly or severally liable under applicable Law (each, a "Parent Commonly Controlled Entity") providing benefits to ), but not including any current or former employee, officer, consultant or director of the Company or any of its subsidiaries Parent Benefit Agreements (collectively, the "Parent Benefit Plans"), or any change in the manner in which contributions to any Benefit Plans . As of the Company are made or date of this Agreement, except as filed as an exhibit the basis on which such contributions are determined. Except as disclosed in the Company Filed Parent SEC Documents, there are no currently binding (1) not any employment, consulting, deferred compensation, indemnification, severance retention, severance, change in control or termination agreements or similar arrangements or understandings between the Company Parent or any of its subsidiaries Parent Subsidiary and any current or former employee, officer, consultant officer or director of the Company Parent or any Parent Subsidiary or applicable to any employees of its subsidiaries or (2) agreements between the Company Parent or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement Parent Subsidiary (collectively, the "Parent Benefit Agreements").

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since (a) From the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilityto the date of this Agreement, there has not been any adoption or amendment by neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified, or any of its subsidiaries of agreed or committed to amend or modify, any collective bargaining agreement or any employment bonus, pension, profit profit-sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stockperformance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other plan, program, arrangement or understanding (whether or not legally binding) includingunderstanding, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by by, or with respect to which any liability exists to, the Company, Company or any of its subsidiaries, Company Subsidiary or any other person or entity that, together with the CompanyCompany or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "“Commonly Controlled Entity") ”), in each case providing benefits or compensation to any current or former employee, officer, consultant director or director independent contractor of the Company Company, or any of its subsidiaries Company Subsidiary or any Commonly Controlled Entity (each, a “Participant”) and whether or not subject to United States law (collectively, the "“Company Benefit Plans")”) or has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan, or any change in the manner in which contributions to any Company Benefit Plans of the Company Plan are made or the basis on which such contributions are determined, other than (i) changes required by any collective bargaining agreement to which the Company or any Company Subsidiary is a party and (ii) the Company’s adoption of the 2005 Option Plans. Except Between December 31, 2004 and the date of this Agreement, the Company has not adopted, amended, modified, or agreed or committed to amend or modify, any Company Benefit Plan so as to accelerate the vesting of any Options, other than as disclosed in the Filed Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements").

Absence of Changes in Benefit Plans. Except as disclosed in the Filed Company SEC DocumentsDocuments or as expressly permitted pursuant to Section 5.01(a)(i) through (xxi) and excluding any Company Benefit Agreements, since the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilityto the date of this Agreement, there has not been any adoption or amendment by none of the Company or any of its subsidiaries of the Company Subsidiaries has materially amended, materially modified or agreed (or announced an intention) to materially amend or modify, any collective bargaining agreement or any employment, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom “phantom” stock, performance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, program, policy, arrangement or understanding (whether or not legally binding) including, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by the Company, Company or any of its subsidiaries, the Company Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "“Company Commonly Controlled Entity") ”), in each case providing benefits to any current Company Participant and whether or former employee, officer, consultant or director of the Company or any of its subsidiaries not subject to United States Law (collectively, the "“Company Benefit Plans"”, which for the avoidance of doubt shall exclude any Company Benefit Agreements), or has terminated or adopted (or agreed or announced an intention to terminate or adopt) any material Company Benefit Plan, or has made any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Pension Plans (as defined in Section 3.11(a)), or any change in the manner in which contributions to any Benefit Company Pension Plans of the Company are made or the basis on which such contributions are determined. Except , other than amendments or other changes as disclosed in required to ensure that such Company Benefit Plan is not then out of compliance with applicable Law, or reasonably determined by the Company SEC Documents, there are no currently binding (1to be necessary or appropriate to preserve the qualified status of a Company Pension Plan under Section 401(a) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company Code or under any of its subsidiaries non-U.S. tax Law or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")regulation.

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since (a) From the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilityto the date of this Agreement, there has not been any adoption or amendment by neither the Company nor any Company Subsidiary has terminated, adopted, amended, modified, or any of its subsidiaries of agreed or committed to amend or modify, any collective bargaining agreement or any employment bonus, pension, profit profit-sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stockperformance, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, medical or other welfare benefit or other plan, program, arrangement or understanding (whether or not legally binding) includingunderstanding, without limitation, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to by by, or with respect to which any liability exists to, the Company, Company or any of its subsidiaries, Company Subsidiary or any other person or entity that, together with the CompanyCompany or any Company Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, a "Commonly Controlled Entity") ), in each case providing benefits or compensation to any current or former employee, officer, consultant director or director independent contractor of the Company Company, or any of its subsidiaries Company Subsidiary or any Commonly Controlled Entity (each, a "Participant") and whether or not subject to United States law (collectively, the "Company Benefit Plans")) or has made any change in any actuarial or other assumption used to calculate funding obligations with respect to any Company Benefit Plan, or any change in the manner in which contributions to any Company Benefit Plans of the Company Plan are made or the basis on which such contributions are determined, other than (i) changes required by any collective bargaining agreement to which the Company or any Company Subsidiary is a party and (ii) the Company's adoption of the 2005 Option Plans. Except Between December 31, 2004 and the date of this Agreement, the Company has not adopted, amended, modified, or agreed or committed to amend or modify, any Company Benefit Plan so as to accelerate the vesting of any Options, other than as disclosed in the Filed Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements").

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since the date of the most recent audited financial statements included in the Filed Company SEC Documents or as would not result in any material liabilitySection 3.10 of the Company Disclosure Letter, from December 31, 2005, there has not been any adoption or amendment in any material respect by the Company or any of its subsidiaries Company Subsidiary of any collective bargaining agreement or Company Benefit Plans. As used herein, “Company Benefit Plan” means any bonus, pension, profit sharing, employment, consulting, indemnification, severance, change of control, termination, compensation, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, equity-based retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medicalhealth, cafeteria, flexible spending, tuition assistance, welfare benefit or other plan, agreement, arrangement or understanding (whether or not legally binding) includingproviding for compensation or benefits (a) established, without limitationmaintained, each employee benefit plan sponsored, or contributed to (or with respect to which any obligation to contribute has been undertaken) within the meaning last six complete calendar years by the Company or any entity that would be deemed a “single employer” with the Company or any Company Subsidiary under Section 414 of the Code or Section 3(3) 4001 of the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”) maintained(an “ERISA Affiliate”) on behalf of any employee, contributed director, or shareholder of the Company or any Company Subsidiary (whether current, former or retired) or their beneficiaries or (b) with respect to or required to be maintained or contributed to by which the Company, any Company Subsidiary or any ERISA Affiliate has or has had any obligation to on behalf of its subsidiariesany such employee, director, shareholder, or any other person beneficiary. Except as disclosed in the Filed Company SEC Documents or entity that, together with the Company, is treated as a single employer under in Section 414(b), (c), (m) or (o) 3.10 of the Code (a "Commonly Controlled Entity") providing benefits to Company Disclosure Letter, there are no employment, consulting, indemnification, severance, change of control or termination agreements or arrangements between the Company or any Company Subsidiary on the one hand, and any current or former employee, officer, consultant officer or director of the Company or any of its subsidiaries (collectivelyCompany Subsidiary on the other hand, the "Benefit Plans"), or any change in the manner in which contributions to any Benefit Plans of the Company are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between nor does the Company or any of its subsidiaries and Company Subsidiary have any current general severance plan or former employee, officer, consultant or director of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements")practice.

Absence of Changes in Benefit Plans. Except as disclosed in the Company SEC Documents, since From the date of the most recent audited financial statements included in the Filed Company SEC Documents or to the date of this Agreement, and except as would not result disclosed in any material liabilitythe Applicable Filed Company SEC Disclosures, there has not been any adoption establishment, adoption, entering into, amendment or amendment modification in any material respect by the Company or any of its subsidiaries Company Subsidiary or termination of any collective bargaining agreement or any bonuspension, pensionretirement, profit sharing, deferred compensation, bonus, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, thrift, savings, stock bonus, restricted stock, cafeteria, paid time off, perquisite, fringe benefitor other equity-based compensation, vacation, severance, change in control, disability, death benefit, hospitalization, medical, welfare benefit or other employee benefits plan, program, policy, arrangement or understanding (whether or not legally binding) includingsponsored, without limitationmaintained or contributed to, each employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") maintained, contributed to or required to be maintained or contributed to, by the Company or any Company Subsidiary, in each case, providing compensation or benefits to by any current or former employees, consultants, officers or directors of the Company, any of its subsidiariesCompany Subsidiary, or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or with respect to which the Company is otherwise jointly or severally liable under applicable Law (each, a "Company Commonly Controlled Entity") providing benefits ), but not including any Company Benefit Agreements (collectively, "Company Benefit Plans"). As of the date of this Agreement, except as filed as an exhibit to the Filed Company SEC Documents, there are not any employment, consulting, indemnification, retention, severance, change in control or termination agreements or arrangements between the Company or any Company Subsidiary and any current or former employee, officer, consultant officer or director of the Company or any Company Subsidiary or applicable to any employees of its subsidiaries the Company or any Company Subsidiary (collectively, the "Benefit Plans"), or any change in the manner in which contributions to any Benefit Plans of the Company are made or the basis on which such contributions are determined. Except as disclosed in the Company SEC Documents, there are no currently binding (1) employment, consulting, deferred compensation, indemnification, severance or termination agreements or similar arrangements or understandings between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries or (2) agreements between the Company or any of its subsidiaries and any current or former employee, officer, consultant or director of the Company or any of its subsidiaries, providing material benefits which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (collectively, the "Benefit Agreements").